Common use of Financing Clause in Contracts

Financing. (a) Concurrently with the execution and delivery of this Agreement, Parent has delivered to the Company a debt commitment letter from the lenders party thereto (the “Committed Lenders”) and the arrangers party thereto, dated as of the date hereof, addressed to Parent (including all annexes, exhibits, schedules and other attachments thereto, and as replaced, amended, supplemented, modified or waived after the date hereof in compliance with Section 6.09, the “Commitment Letter” and the financing contemplated thereby, the “Financing”), pursuant to which the Committed Lenders have committed, on the terms and subject to the conditions set forth therein, to lend the amounts set forth therein for the purpose of funding the Transactions. As of the date hereof, the Commitment Letter has been accepted by Parent, is in full force and effect and has not been withdrawn or terminated or otherwise amended or modified in any respect; provided that the existence or exercise of “market flex” provisions contained in the Fee Letter (as defined below) shall not constitute an amendment or modification to the Commitment Letter. As of the date hereof, the Commitment Letter, in the form so delivered, is a legal, valid and binding obligation of Parent and, to the Knowledge of Parent, the other parties thereto, and is enforceable against each party thereto in accordance with its terms, in each case except as limited by Laws affecting the enforcement of creditors’ rights generally or by general equitable principles. As of the date hereof, there are no other legally binding agreements, side letters or arrangements relating to the Financing (other than the Commitment Letter, the fee letter and fee credit letter relating to the Commitment Letter, true and complete copies of which have been provided to the Company, with only the existence and/or amount of fees, fee credits, “market flex” terms, pricing terms, pricing caps and other commercially sensitive information specified therein redacted, none of which redacted terms, individually or in the aggregate, would reduce the amount of the Financing below an amount necessary to make all payments required by this Agreement or adversely affect the conditionality, availability or termination of the Financing or materially delay or prevent the Closing or make the funding of the Financing less likely to occur (“Permissible Redacted Terms”) (such letters, the “Fee Letter”)) among the parties thereto. As of the date hereof, and (in the case of clause (ii) below) assuming the accuracy of the representations set forth in Article III, no event has occurred, and there is no condition or circumstance existing, which, with or without notice, lapse of time or both, would or would reasonably be likely to (i) constitute a default or breach on the part of Parent, Merger Sub or, to the Knowledge of Parent, any other party thereto, under the Commitment Letter or (ii) result in any portion of the Financing being unavailable on the Closing Date. As of the date hereof, there are no conditions precedent or other contingencies related to the funding of the full amount of the Financing (including any “market flex” provisions), other than as expressly set forth in the Commitment Letter and the Fee Letter. Parent and Merger Sub have fully paid, or caused to be fully paid, any and all commitment fees or other amounts that are due and payable by Parent or Merger Sub on or prior to the date of this Agreement pursuant to the Commitment Letter or otherwise in connection with the Financing. As of the date hereof, no party to any Commitment Letter has any right to impose, and Parent and Merger Sub do not have an obligation to accept, (A) any condition precedent to the funding of the Financing other than as expressly set forth in or contemplated by the Commitment Letter and the Fee Letter or (B) any reduction to the aggregate amount available under the Commitment Letter at Closing (nor any term or condition that would have the effect of reducing the aggregate amount available under the Commitment Letter at Closing) to an amount that would be insufficient for Parent and Merger Sub to consummate the Transactions, including payment of the Required Amount. As of the date hereof, and assuming the accuracy of the representations set forth in Article III, each of Parent and Merger Sub, as applicable, has no reason to believe that it will be unable to satisfy on a timely basis (taking into account the timing of the Marketing Period) any of the terms or conditions to funding to be satisfied by it contained in the Commitment Letter. (b) Assuming the Financing is funded in full on the Closing Date in accordance with the Commitment Letters, the accuracy of the representations set forth in Article III and the performance by the Company and its Affiliates of their respective obligations under this Agreement, including the obligations set forth in Section 6.09, Section 6.11 and Section 6.12, Parent and Merger Sub will have, at the Closing, sufficient funds to satisfy all of the obligations of Parent and Merger Sub hereunder and to consummate the Transactions, including payment of the aggregate Merger Consideration, the Option Payments, the RSU Payments and all related fees and expenses under this Agreement, the Commitment Letter and the Fee Letter, in each case, that are due and payable on the Closing Date (collectively, the “Required Amount”). (c) In no event shall the receipt or availability of any funds or financing (including the Financing) by Parent or any of its Affiliates or any other financing or other transactions be a condition to any of Parent’s or Merger Sub’s obligations under this Agreement.

Financing. (a) Concurrently The net proceeds contemplated from the Financing, together with cash on hand, cash equivalents, available lines of credit or other sources of immediately available funds held by Parent and Merger Sub, will be sufficient to (i) pay the aggregate Cash Merger Consideration, (ii) satisfy all of Parent and Merger Sub’s other obligations under this Agreement and (iii) pay all fees and expenses of or required to be paid by Parent, Merger Sub and the Surviving Company in connection with the execution and delivery of transactions contemplated by this Agreement, including any payments in respect of equity compensation obligations to be made in connection with the Merger, and any repayment or refinancing of any outstanding indebtedness of Parent, the Company, and their respective Subsidiaries contemplated by, or required in connection with the transactions contemplated by, this Agreement or the Commitment Letter (as defined below). (b) Parent has delivered and Merger Sub have provided to the Company a debt true and complete copies of (i) an executed commitment letter from the lenders party thereto (the “Committed LendersCommitment Letter”) and the arrangers party thereto), dated as of January 29, 2020, between Parent and/or Merger Sub, on the date hereofone hand, addressed and the Financing Sources set forth in the Commitment Letter, on the other hand, and (ii) an executed fee letter (as redacted to Parent (including all annexesremove solely the fee amounts, exhibits, schedules and other attachments thereto, and as replaced, amended, supplemented, modified or waived after the date hereof economic terms customarily redacted in compliance connection with Section 6.09transactions of this type, the “Commitment Redacted Fee Letter” ”), dated as of January 29, 2020, between Parent and/or Merger Sub, on the one hand, and the financing contemplated therebyFinancing Sources set forth in the Redacted Fee Letter, on the other hand, in each case, including all exhibits, schedules, annexes and amendments to such letters in effect as of the date of this Agreement (collectively, the “FinancingDebt Letters”), pursuant to which the Committed Lenders have committedwhich, on the terms and subject to the terms and conditions set forth thereinthereof, the Financing Sources have committed to lend provide Parent and/or Merger Sub with debt financing in the amounts set forth therein for the purpose of funding the Transactions. As of the date hereof, the Commitment Letter has been accepted by Parent, is in full force and effect and has not been withdrawn or terminated or otherwise amended or modified in any respect; provided that the existence or exercise of “market flex” provisions contained in the Fee Letter (as defined below) shall not constitute an amendment or modification to the Commitment Letter. As of the date hereof, the Commitment Letter, in the form so delivered, is a legal, valid and binding obligation of Parent and, to the Knowledge of Parent, the other parties thereto, and is enforceable against each party thereto in accordance with its terms, in each case except as limited by Laws affecting the enforcement of creditors’ rights generally or by general equitable principles. As of the date hereof, there are no other legally binding agreements, side letters or arrangements relating to the Financing (other than the Commitment Letter, the fee letter and fee credit letter relating to the Commitment Letter, true and complete copies of which have been provided to the Company, with only the existence and/or amount of fees, fee credits, “market flex” terms, pricing terms, pricing caps and other commercially sensitive information specified therein redacted, none of which redacted terms, individually or in the aggregate, would reduce the amount of the Financing below an amount necessary to make all payments required by this Agreement or adversely affect the conditionality, availability or termination of the Financing or materially delay or prevent the Closing or make the funding of the Financing less likely to occur (“Permissible Redacted Terms”) (such letters, the “Fee LetterDebt Financing”). (c) among the parties thereto. As of the date hereof, and (in the case of clause (ii) below) assuming the accuracy of the representations set forth in Article III, no event has occurred, and there is no condition or circumstance existing, which, with or without notice, lapse of time or both, would or would reasonably be likely to (i) constitute a default or breach on the part of Parent, Merger Sub or, to the Knowledge of Parent, any other party thereto, under the Commitment Letter or (ii) result in any portion of the Financing being unavailable on the Closing Date. As of the date hereof, there are no conditions precedent or other contingencies related to the funding of the full amount of the Financing (including any “market flex” provisions), other than Except as expressly set forth in the Commitment Letter and the Fee Letter. Parent and Merger Sub have fully paid, or caused to be fully paid, any and all commitment fees or other amounts that there are due and payable by Parent or Merger Sub on or prior to the date of this Agreement pursuant to the Commitment Letter or otherwise in connection with the Financing. As of the date hereof, no party to any Commitment Letter has any right to impose, and Parent and Merger Sub do not have an obligation to accept, (A) any condition conditions precedent to the funding obligations of the Financing Sources to provide the Debt Financing or any contingencies that would permit the Financing Sources to reduce the total amount of the Debt Financing, including any condition or other than as expressly set forth in or contemplated by the Commitment Letter and the Fee Letter or (B) any reduction contingency relating to the aggregate amount available under the Commitment Letter at Closing (nor any term or condition that would have the effect of reducing the aggregate amount available under the Commitment Letter at Closing) to an amount that would be insufficient for Parent and Merger Sub to consummate the Transactions, including payment availability of the Required AmountFinancing pursuant to any “flex” provision. As of the date hereof, and assuming the accuracy of the representations set forth in Article III, each of Parent and Merger Sub, as applicable, has no does not have any reason to believe that it will be unable to satisfy on a timely basis (taking into account the timing of the Marketing Period) any of the all terms or and conditions to funding to be satisfied by it contained in the Commitment Letter on or prior to the Closing Date, nor does Parent have knowledge that any of the Financing Sources will not perform its obligations thereunder. There are no side letters, understandings or other agreements, contracts or arrangements of any kind relating to the Commitment Letter that could affect the availability of the Debt Financing contemplated by the Commitment Letter. (bd) Assuming The Commitment Letter constitutes the Financing legal, valid and binding obligation of Parent, and to Parent’s knowledge, the other parties thereto, and is funded in full force and effect. To Parent’s knowledge, no event has occurred which (with or without notice, lapse of time or both) would constitute a breach or failure to satisfy a condition by Parent under the terms and conditions of the Commitment Letter, and Parent does not have any reason to believe that any of the conditions to the Debt Financing will not be satisfied by Parent on a timely basis or that the Debt Financing will not be available to Parent on the Closing Date date of the Closing. Parent has paid in accordance with full any and all commitment fees or other fees required to be paid pursuant to the terms of the Commitment Letters, Letter on or before the accuracy date of the representations set forth in Article III and the performance by the Company and its Affiliates of their respective obligations under this Agreement, including and will pay in full any such amounts due on or before the obligations set forth in Section 6.09, Section 6.11 and Section 6.12, Parent and Merger Sub will have, at Closing Date. Except for amendments to the Closing, sufficient funds to satisfy all Commitment Letter permitted without the consent of the obligations of Parent and Merger Sub hereunder and Company pursuant to consummate the Transactions, including payment of the aggregate Merger Consideration, the Option Payments, the RSU Payments and all related fees and expenses under this AgreementSection 6.11(a), the Commitment Letter has not been modified, amended or altered and none of the Fee Letterrespective commitments thereunder has been withdrawn or rescinded in any respect, in each caseand, that are due and payable on to the Closing Date (collectivelyknowledge of Parent, no withdrawal or rescission thereof is contemplated. Except for amendments to the “Required Amount”Commitment Letter permitted without the consent of the Company pursuant to Section 6.11(a), no modification or amendment to the Commitment Letter is currently contemplated. (ce) In no event shall the receipt or availability of any funds or financing (including including, for the avoidance of doubt, the Debt Financing) by Parent Parent, Merger Sub or any of its their respective Affiliates or any other financing or other transactions be a condition to any of Parent’s or Merger Sub’s obligations under this Agreement.

Financing. Anthem has delivered to Cigna (ai) Concurrently with a correct and complete fully executed copy of the commitment letter, dated as of July 23, 2015, among Anthem, Bank of America, N.A., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Credit Suisse AG, Credit Suisse Securities (USA) LLC, UBS Securities LLC and UBS AG, including all exhibits, schedules, annexes and amendments to such letter in effect as of the date of this Agreement and (ii) a correct and complete fully executed copy of the fee letter referenced therein (together, the “Commitment Letter”) (it being understood that such fee letter has been redacted to omit the fee amounts). Pursuant to, and subject to the terms and conditions of, the Commitment Letter, the commitment parties thereunder have committed to lend the amounts set forth therein (the provision of such funds as set forth therein, the “Financing”) for the purposes set forth in such Commitment Letter. The Commitment Letter has not been amended, restated or otherwise modified or waived prior to the execution and delivery of this Agreement, Parent has delivered to the Company a debt commitment letter from the lenders party thereto (the “Committed Lenders”) and the arrangers party theretorespective commitments contained in the Commitment Letter have not been withdrawn, dated as of the date hereof, addressed to Parent (including all annexes, exhibits, schedules and other attachments thereto, and as replacedrescinded, amended, supplemented, restated or otherwise modified or waived after the date hereof in compliance with Section 6.09, the “Commitment Letter” and the financing contemplated thereby, the “Financing”), pursuant to which the Committed Lenders have committed, on the terms and subject any respect prior to the conditions set forth therein, to lend the amounts set forth therein for the purpose execution and delivery of funding the Transactionsthis Agreement. As of the date hereofexecution and delivery of this Agreement, the Commitment Letter has been accepted by Parent, is in full force and effect and has not been withdrawn or terminated or otherwise amended or modified in any respect; provided that constitutes the existence or exercise of “market flex” provisions contained in the Fee Letter (as defined below) shall not constitute an amendment or modification to the Commitment Letter. As of the date hereof, the Commitment Letter, in the form so delivered, is a legal, valid and binding obligation of Parent each of Anthem and, to the Knowledge of Parent▇▇▇▇▇▇, ▇▇▇ other parties thereto, enforceable in accordance with its terms against Anthem and, to the Knowledge of Anthem, each of the other parties thereto, and is enforceable against each party thereto in accordance with its terms, in each case except as limited by Laws laws affecting the enforcement of creditors’ rights generally or generally, by general equitable principlesprinciples or by the discretion of any Governmental Entity before which any proceeding seeking enforcement may be brought. As of the date hereof, there are no other legally binding agreements, side letters or arrangements relating to the Financing (other than the Commitment Letter, the fee letter and fee credit letter relating to the Commitment Letter, true and complete copies of which have been provided to the Company, with only the existence and/or amount of fees, fee credits, “market flex” terms, pricing terms, pricing caps and other commercially sensitive information specified therein redacted, none of which redacted terms, individually or in the aggregate, would reduce the amount of the Financing below an amount necessary to make all payments required by this Agreement or adversely affect the conditionality, availability or termination of the Financing or materially delay or prevent the Closing or make the funding of the Financing less likely to occur (“Permissible Redacted Terms”) (such letters, the “Fee Letter”)) among the parties thereto. As of the date hereof, and (in the case of clause (ii) below) assuming the accuracy of the representations set forth in Article III, no event has occurred, and there is no condition or circumstance existing, which, with or without notice, lapse of time or both, would or would reasonably be likely to (i) constitute a default or breach on the part of Parent, Merger Sub or, to the Knowledge of Parent, any other party thereto, under the Commitment Letter or (ii) result in any portion of the Financing being unavailable on the Closing Date. As of the date hereof, there There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing (including any “market flex” provisions)pursuant to the Commitment Letter, other than as expressly set forth in the Commitment Letter Letter. Subject to the terms and conditions of the Commitment Letter, and assuming the accuracy of Cigna’s representations and warranties contained in Section 3.2 in all material respects, the net proceeds contemplated from the Financing, together with other financial resources of Anthem, will, in the aggregate, be sufficient for the payment of the Cash Consideration, any other amounts required to be paid pursuant to Article II and any other fees and expenses reasonably expected to be incurred in connection with this Agreement, the Mergers and the Fee Letterother transactions contemplated hereby. Parent As of the execution and Merger Sub have fully paiddelivery of this Agreement, (i) no event has occurred which would constitute a breach or caused default (or an event which with notice or lapse of time or both would constitute a default) or result in a failure to be fully paidsatisfy a condition precedent, in each case, on the part of Anthem or, to the Knowledge of Anthem, any other party to the Commitment Letter, under the Commitment Letter, and (ii) Anthem does not have any reason to believe that any of the conditions to the Financing will not be satisfied or that the Financing or any other funds necessary for the satisfaction of all of Anthem’s and its Subsidiaries’ obligations under this Agreement will not be available to Anthem on the Closing Date. Anthem has fully paid all commitment fees or other amounts that are due and payable by Parent or Merger Sub fees to the extent required to be paid on or prior to the date of this Agreement pursuant to the Commitment Letter or otherwise in connection with the Financing. As of the date hereof, no party to any Commitment Letter has any right to impose, and Parent and Merger Sub do not have an obligation to accept, (A) any condition precedent to the funding of the Financing other than as expressly set forth in or contemplated by the Commitment Letter and the Fee Letter or (B) any reduction to the aggregate amount available under the Commitment Letter at Closing (nor any term or condition that would have the effect of reducing the aggregate amount available under the Commitment Letter at Closing) to an amount that would be insufficient for Parent and Merger Sub to consummate the Transactions, including payment of the Required Amount. As of the date hereof, and assuming the accuracy of the representations set forth in Article III, each of Parent and Merger Sub, as applicable, has no reason to believe that it will be unable to satisfy on a timely basis (taking into account the timing of the Marketing Period) any of the terms or conditions to funding to be satisfied by it contained in the Commitment Letter. (b) Assuming the Financing is funded in full on the Closing Date in accordance with the Commitment Letters, the accuracy of the representations set forth in Article III and the performance by the Company and its Affiliates of their respective obligations under this Agreement, including the obligations set forth in Section 6.09, Section 6.11 and Section 6.12, Parent and Merger Sub will have, at the Closing, sufficient funds to satisfy all of the obligations of Parent and Merger Sub hereunder and to consummate the Transactions, including payment of the aggregate Merger Consideration, the Option Payments, the RSU Payments and all related fees and expenses under this Agreement, the Commitment Letter and the Fee Letter, in each case, that are due and payable on the Closing Date (collectively, the “Required Amount”). (c) In no event shall the receipt or availability of any funds or financing (including the Financing) by Parent or any of its Affiliates or any other financing or other transactions be a condition to any of Parent’s or Merger Sub’s obligations under this Agreement.

Financing. (a) Concurrently with the execution and delivery of this Agreement, Parent has delivered made available to the Company a debt true, complete and correct copy of (i) the executed commitment letter from letter, dated March 26, 2018, among Parent (or its applicable Affiliate) and the lenders financial institutions party thereto (the “Committed Lenders”) and the arrangers party thereto, dated as of the date hereof, addressed to Parent (including all annexes, exhibits, schedules and other attachments annexes thereto, and as replaced, amended, supplemented, modified or waived after the date hereof in compliance with Section 6.09collectively, the “Commitment Letter” and the financing contemplated thereby, the “FinancingFinancing Commitment”), pursuant to which the Committed Lenders lenders party thereto have committed, on subject to the terms and subject to the conditions set forth therein, to lend the amounts set forth therein (the “Committed Financing”) for the purpose of purposes of, among other things, funding the TransactionsTransactions and related fees and expenses and (ii) the executed fee letter associated therewith; provided, such fee letter may be redacted as described below (as so redacted, the “Fee Letter” and, together with the Financing Commitment, the “Financing Commitment Papers”). As The Financing Commitment Papers have not been amended or modified prior to the date of this Agreement and as of the date of this Agreement the respective commitments contained in the Financing Commitment have not been withdrawn or rescinded in any respect. Except for the Fee Letter (with only fee amounts and market flex provisions and other customary threshold amounts redacted; provided, that the market flex provisions in such Fee Letter may not permit the imposition of any new conditions (or the modification or expansion of any existing conditions) with respect to the availability of the Committed Financing or any reduction in the amount of the Committed Financing), certain “back-to-back” letters between Financing Sources and customary engagement letters with respect to the Committed Financing (none of which adversely affect, or impose additional conditions upon, the aggregate amount, enforceability or availability of the Committed Financing), as of the date hereof there are no side letters or Contracts or any other arrangements or understandings to which Parent is a party related to the funding or investing, as applicable, of the Committed Financing or the transactions contemplated hereby other than as expressly set forth in the Financing Commitment Papers delivered to the Company on or prior to the date hereof. Parent has fully paid any and all commitment fees or other fees required to be paid by it in connection with the Financing Commitment that are payable on or prior to the date hereof, Parent will, directly or indirectly, continue to pay in full any such amounts required to be paid as and when they become due and payable on or prior to the Charter Closing Date and as of the date hereof, each of the Financing Commitment Letter has been accepted by Parent, Papers is in full force and effect and has not been withdrawn or terminated or otherwise amended or modified in any respect; provided that is the existence or exercise of “market flex” provisions contained in the Fee Letter (as defined below) shall not constitute an amendment or modification to the Commitment Letter. As of the date hereof, the Commitment Letter, in the form so delivered, is a legal, valid valid, binding and binding obligation enforceable obligations of Parent andor its applicable Affiliate party thereto, as applicable, and to the Knowledge of Parent, each of the other parties thereto, except that (x) enforceability may be subject to the Enforceability Limitations and is enforceable against each party thereto in accordance with its terms, in each case except as limited by Laws affecting (y) the enforcement remedy of creditors’ rights generally or by general specific performance and injunctive and other forms of equitable principlesrelief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. As of the date hereof, there are no other legally binding agreements, side letters or arrangements relating conditions precedent related to the Financing (other than the Commitment Letter, the fee letter and fee credit letter relating to the Commitment Letter, true and complete copies of which have been provided to the Company, with only the existence and/or amount of fees, fee credits, “market flex” terms, pricing terms, pricing caps and other commercially sensitive information specified therein redacted, none of which redacted terms, individually or in the aggregate, would reduce the amount of the Financing below an amount necessary to make all payments required by this Agreement or adversely affect the conditionality, availability or termination of the Financing or materially delay or prevent the Closing or make the funding of the full amount of the Committed Financing, other than as expressly set forth in the Financing less likely Commitment Papers delivered to occur (“Permissible Redacted Terms”) (such letters, the “Fee Letter”)) among Company on or prior to the parties theretodate hereof. As of the date hereof, and (in the case of clause (ii) below) assuming the accuracy of the representations set forth in Article III, no event has occurred, and there is no condition or circumstance existing, occurred which, with or without notice, lapse of time or both, would or would reasonably be likely to (i) constitute a default or breach breach, or failure to satisfy a condition precedent to the availability of the Committed Financing, on the part of Parent, Merger Sub Parent or, to the Knowledge of Parent, any other party theretothereto under the Financing Commitment, in each case, under the Commitment Letter or (ii) result in any portion terms of the Financing being unavailable on the Closing Date. As of the date hereof, there are no conditions precedent or other contingencies related to the funding of the full amount of the Financing (including any “market flex” provisions)Committed Financing, other than as expressly set forth any such default, breach or failure that has been waived by the lenders or otherwise cured in the Commitment Letter and the Fee Letter. Parent and Merger Sub have fully paid, or caused to be fully paid, any and all commitment fees or other amounts that are due and payable a timely manner by Parent (or Merger Sub on or prior its Affiliate) to the date of this Agreement pursuant to the Commitment Letter or otherwise in connection with the Financing. As satisfaction of the date hereof, no party to any Commitment Letter has any right to impose, and Parent and Merger Sub do not have an obligation to accept, applicable Financing Sources. Assuming (Ai) any condition precedent to the funding of the Financing other than as expressly set forth in or contemplated by the Commitment Letter and the Fee Letter or (B) any reduction to the aggregate amount available under the Commitment Letter at Closing (nor any term or condition that would have the effect of reducing the aggregate amount available under the Commitment Letter at Closing) to an amount that would be insufficient for Parent and Merger Sub to consummate the Transactions, including payment of the Required Amount. As of the date hereof, and assuming the accuracy of the representations and warranties set forth in Article III, each of Parent and Merger Sub, as applicable, has no reason to believe that it will be unable to satisfy on a timely basis (taking into account the timing of the Marketing Periodii) any of the terms or conditions to funding to be satisfied by it contained in the Commitment Letter. (b) Assuming the Financing is funded in full on the Closing Date in accordance with the Commitment Letters, the accuracy of the representations set forth in Article III and the performance by the Company and its Affiliates Subsidiaries of their respective obligations under the covenants contained in this Agreement, including Agreement and (iii) the obligations conditions set forth in Section 6.09Article VII are satisfied at the Charter Closing Date, Section 6.11 and Section 6.12as of the date hereof, Parent and Merger Sub has no reason to believe that any of the conditions to the availability of the Committed Financing contemplated by the Financing Commitment applicable to it will have, at not be satisfied on the Charter Closing Date or that the Committed Financing will not be made available to Parent on the Charter Closing Date. Parent affirms that it is not a condition to the Charter Closing, sufficient funds to satisfy all of the obligations of Parent and Merger Sub hereunder and to consummate the Transactions, including payment of the aggregate Merger Consideration, the Option Payments, the RSU Payments and all related fees and expenses under this Agreement, the Commitment Letter Closing and the Fee Letter, in each case, that are due and payable on the Pre-Closing Date (collectively, the “Required Amount”). (c) In no event shall the receipt or availability of any funds or financing (including the Financing) by Parent Dividend or any of its Affiliates other obligations under this Agreement that Parent obtain the Committed Financing or any other financing for or other transactions be a condition related to any of Parent’s or Merger Sub’s obligations under this Agreementthe Transactions.

Financing. (a) Concurrently with the execution and delivery of this Agreement, Parent Buyer has delivered to Seller a true and complete copy of the Company a debt executed commitment letter from (excluding the lenders party thereto fee letter and pricing related thereto) to Buyer (the “Committed LendersDebt Commitment Letter”) from ▇▇▇▇▇ Fargo Bank, National Association and the arrangers party thereto▇▇▇▇▇ Fargo Securities, dated as of the date hereof, addressed to Parent LLC (including all annexes, exhibits, schedules and other attachments thereto, and as replaced, amended, supplemented, modified or waived after the date hereof in compliance collectively with Section 6.09their Affiliates, the “Commitment Letter” and the financing contemplated thereby, the “FinancingFinancing Providers”), ) pursuant to which the Committed Lenders Financing Providers have committed, on the terms and subject committed to the conditions set forth therein, to lend the amounts set forth therein provide Buyer with financing for the purpose transactions contemplated hereby in an aggregate amount of funding $275,000,000 (the Transactions“Debt Financing”). As of the date hereof, the The Debt Commitment Letter has been accepted by Parent, is in full force and effect and has not been withdrawn or terminated or otherwise amended or modified in any respect; provided that constitutes the existence or exercise of “market flex” provisions contained in the Fee Letter (as defined below) shall not constitute an amendment or modification to the Commitment Letter. As of the date hereof, the Commitment Letter, in the form so delivered, is a legal, valid and binding obligation obligations of Parent andBuyer, and to the Knowledge of ParentBuyer’s knowledge, the other parties thereto, and is enforceable against each party thereto in accordance with its terms, in each case except as limited by Laws affecting the enforcement of creditors’ rights generally or by general equitable principles. As of the date hereof, there are no other legally binding agreements, side letters or arrangements relating to the Financing (other than the Commitment Letter, the fee letter and fee credit letter relating to the Commitment Letter, true and complete copies of which have been provided to the Company, with only the existence and/or amount of fees, fee credits, “market flex” terms, pricing terms, pricing caps and other commercially sensitive information specified therein redacted, none of which redacted terms, individually or in the aggregate, would reduce the amount of the Financing below an amount necessary to make all payments required by this Agreement or adversely affect the conditionality, availability or termination of the Financing or materially delay or prevent the Closing or make the funding of the Financing less likely to occur (“Permissible Redacted Terms”) (such letters, the “Fee Letter”)) among the parties thereto. As of the date hereof, and (in the case of clause (ii) below) assuming the accuracy of the representations set forth in Article III, no event has occurred, and there is no condition or circumstance existing, which, with or without notice, lapse of time or both, would or would reasonably be likely subject to (i) constitute a default or breach on the part of Parentapplicable bankruptcy, Merger Sub orinsolvency, to the Knowledge of Parentreorganization, any other party thereto, under the Commitment Letter or moratorium and similar laws affecting creditors’ rights and remedies generally and (ii) result in any portion general principles of the Financing being unavailable on the Closing Dateequity. As of the date hereof, there There are no conditions precedent side letters or other contingencies Contracts to which Buyer or any of its Affiliates is a party related to the funding or investing, as applicable, of the full amount of the Debt Financing (including any “market flex” provisions), other than as (a) as expressly set forth in the Debt Commitment Letter and (b) customary fee letter(s), engagement letter(s) and non-disclosure agreement(s) which do not impact the Fee conditionality or aggregate amount of the Debt Financing. Except as specifically set forth in the Debt Commitment Letter. Parent and Merger Sub have fully paid, or caused to be fully paid, any and all commitment fees or (a) there are no other amounts that are due and payable by Parent or Merger Sub on or prior conditions precedent to the date obligations of this Agreement the Financing Providers to fund the Debt Financing and (b) there are no contingencies pursuant to any Contract relating to the Commitment Letter transactions contemplated hereby to which Buyer or otherwise in connection with any of its Affiliates is a party that would permit the Financing Providers to reduce the total amount of the Debt Financing or impose any additional condition precedent to the availability of the Debt Financing. As of the date hereof, no party to Buyer (a) is not aware of any fact or occurrence that makes any of the representations or warranties of Buyer in the Debt Commitment Letter has inaccurate in any right to imposematerial respect, and Parent and Merger Sub do not have an obligation to accept, (Ab) any condition precedent to assuming the funding of the Financing other than as expressly conditions set forth in Sections 7.1 and Section 7.3 will be satisfied at or contemplated by the Commitment Letter and the Fee Letter or (B) any reduction to the aggregate amount available under the Commitment Letter at Closing (nor any term or condition that would have the effect of reducing the aggregate amount available under the Commitment Letter at before Closing) to an amount that would be insufficient for Parent and Merger Sub to consummate the Transactions, including payment of the Required Amount. As of the date hereof, and assuming compliance in all material respects by the accuracy Company and Seller of the representations set forth in Article III, each of Parent and Merger Sub, as applicabletheir respective obligations under this Agreement, has no reason to believe that it will be unable to satisfy on a timely basis (taking into account the timing any term or condition of the Marketing Period) any of the terms or conditions to funding closing to be satisfied by it or its Affiliates contained in the Debt Commitment Letter. (b) Assuming . Buyer has fully paid any and all commitment fees and other fees required by the Financing is funded in full on the Closing Date in accordance with the Debt Commitment Letters, the accuracy Letter to be paid as of the representations set forth in Article III and the performance by the Company and its Affiliates of their respective obligations under this Agreement, including the obligations set forth in Section 6.09, Section 6.11 and Section 6.12, Parent and Merger Sub will have, at the Closing, sufficient funds to satisfy all of the obligations of Parent and Merger Sub hereunder and to consummate the Transactions, including payment of the aggregate Merger Consideration, the Option Payments, the RSU Payments and all related fees and expenses under this Agreement, the Commitment Letter and the Fee Letter, in each case, that are due and payable on the Closing Date (collectively, the “Required Amount”)date hereof. (c) In no event shall the receipt or availability of any funds or financing (including the Financing) by Parent or any of its Affiliates or any other financing or other transactions be a condition to any of Parent’s or Merger Sub’s obligations under this Agreement.

Financing. (a) Concurrently with the execution and delivery of this Agreement, Parent has delivered to the Company true, correct and complete fully-executed copies of the commitment letter, dated as of January 23, 2011, by and among Parent, WF Investments Holdings, LLC, ▇▇▇▇▇ Fargo Bank, National Association, ▇▇▇▇▇ Fargo Securities, LLC, SunTrust Bank, SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc., and Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, including all exhibits, schedules, annexes and amendments to such letter, in effect as of the date of this Agreement (the “Commitment Letter”), together with a debt commitment redacted copy of the fee letter from the lenders party relating thereto (the “Committed LendersFee Letter”) and ). Pursuant to the arrangers party thereto, dated as of the date hereof, addressed to Parent (including all annexes, exhibits, schedules and other attachments thereto, and as replaced, amended, supplemented, modified or waived after the date hereof in compliance with Section 6.09, the “Commitment Letter” and the financing contemplated thereby, the “Financing”), pursuant to which the Committed Lenders have committed, on the terms and subject to the terms and conditions set forth thereinthereof, each of the parties thereto (other than Parent) have severally agreed and committed to lend the amounts set forth therein (the provision of such funds as set forth therein, the “Financing”) for the purpose purposes set forth in such Commitment Letter. The Commitment Letter has not been amended, restated or otherwise modified or waived prior to the date of funding this Agreement, and the Transactionsrespective commitments contained in the Commitment Letter have not been withdrawn, modified or rescinded (and no party thereto indicated an intent to so withdraw, modify or rescind) in any respect prior to the date of this Agreement. As of the date hereofof this Agreement, the Commitment Letter has been accepted by Parent, is in full force and effect and has not been withdrawn constitutes the legal, valid and binding obligation of each of Parent and, to the knowledge of Parent, the other parties thereto, subject to applicable bankruptcy, insolvency, moratorium or terminated or otherwise amended or modified in any respect; provided that other similar Laws relating to creditors’ rights and subject to general principles of equity. As of the existence or exercise date of “market flex” provisions contained in this Agreement, except for the Fee Letter (as defined below) shall not constitute and an amendment engagement letter with respect to the Financing, there are no side letters or modification other contracts or arrangements related to the Financing other than the Commitment Letter. As of the date hereof, the Commitment Letter, in the form so delivered, is a legal, valid and binding obligation of Parent and, to the Knowledge of Parent, the other parties thereto, and is enforceable against each party thereto in accordance with its terms, in each case except as limited by Laws affecting the enforcement of creditors’ rights generally or by general equitable principles. As of the date hereof, there are no other legally binding agreements, side letters or arrangements relating to the Financing (other than the Commitment Letter, the fee letter and fee credit letter relating to the Commitment Letter, true and complete copies of which have been provided to the Company, with only the existence and/or amount of fees, fee credits, “market flex” terms, pricing terms, pricing caps and other commercially sensitive information specified therein redacted, none of which redacted terms, individually or in the aggregate, would reduce the amount of the Financing below an amount necessary to make all payments required by this Agreement or adversely affect the conditionality, availability or termination of the Financing or materially delay or prevent the Closing or make the funding of the Financing less likely to occur (“Permissible Redacted Terms”) (such letters, the “Fee Letter”)) among the parties thereto. As of the date hereof, and (in the case of clause (ii) below) assuming the accuracy of the representations set forth in Article III, no event has occurred, and there is no condition or circumstance existing, which, with or without notice, lapse of time or both, would or would reasonably be likely to (i) constitute a default or breach on the part of Parent, Merger Sub or, to the Knowledge of Parent, any other party thereto, under the Commitment Letter or (ii) result in any portion of the Financing being unavailable on the Closing Date. As of the date hereofAgreement, there are no conditions precedent or other contingencies related relating to the funding of the full amount of the Financing (including any “market flex” provisions)Financing, other than as expressly set forth in the Commitment Letter. The net proceeds contemplated from the Financing, together with cash on hand of Parent and Merger Sub on the Closing Date, will, in the aggregate, be sufficient for (i) the payment of the aggregate Cash Consideration and any other amounts required to be paid pursuant to Article II, the aggregate amount of cash to be deposited pursuant to Section 1.7(b) in respect of the Reserved Company Common Stock, and the aggregate amount of cash to be paid pursuant to the terms of Section 1.9 in respect of the Company RSU Awards, (ii) the funding of any required refinancings or repayments of any existing indebtedness of the Company or Parent in connection with the Merger or the Financing, and (iii) the payment of all fees and expenses and other payment obligations required to be paid or satisfied by Parent, Merger Sub and the Surviving Entity in connection with the Merger and the Financing. As of the date of this Agreement, (i) no event has occurred which would constitute a breach or default (or an event which with notice or lapse of time or both would constitute a default) on the part of Parent under the Commitment Letter or, to the knowledge of Parent or Merger Sub, any other party to the Commitment Letter and (ii) Parent and Merger Sub do not have any reason to believe that any of the Fee Letterconditions to the Financing will not be satisfied or that the Financing or any other funds necessary for the satisfaction of all of Parent’s obligations under this Agreement, the funding of any required refinancings or repayments of any existing indebtedness of the Company or Parent in connection with the Merger or the Financing and the payment of all fees and expenses reasonably expected to be incurred in connection therewith will not be available to Parent and Merger Sub on the Closing Date. Parent and Merger Sub have fully paid, or caused to be fully paid, any and paid all commitment fees or other amounts that are due and payable by Parent or Merger Sub on or fees required to be paid prior to the date of this Agreement pursuant to the Commitment Letter or otherwise in connection with the FinancingLetter. As of the date hereof, no party to any Commitment Letter has any right to impose, and Parent and Merger Sub do not have an obligation to accept, (A) any condition precedent to the funding of the Financing other than as expressly set forth in or contemplated by the Commitment Letter and the Fee Letter or (B) any reduction to the aggregate amount available under the Commitment Letter at Closing (nor any term or condition that would have the effect of reducing the aggregate amount available under the Commitment Letter at Closing) to an amount that would be insufficient for Parent and Merger Sub to consummate the Transactions, including payment of the Required Amount. As of the date hereof, and assuming the accuracy of the representations set forth in Article III, each of Parent and Merger Sub, as applicable, has no reason to believe that it will be unable to satisfy on a timely basis (taking into account the timing of the Marketing Period) any of the terms or conditions to funding to be satisfied by it contained in the Commitment Letter. (b) Assuming the Financing is funded in full on the Closing Date in accordance with the Commitment Letters, the accuracy of the representations set forth in Article III and the performance by the Company and its Affiliates of their respective obligations under this Agreement, including the obligations set forth in Section 6.09, Section 6.11 and Section 6.12, Parent and Merger Sub will have, at the Closing, sufficient funds to satisfy all of the obligations Each of Parent and Merger Sub hereunder and understands that the obligations to consummate effect the Transactions, including payment transactions contemplated by this Agreement are not conditioned upon the availability of the aggregate Financing to Parent and Merger Consideration, Sub at the Option Payments, the RSU Payments and all related fees and expenses under this Agreement, the Commitment Letter and the Fee Letter, in each case, that are due and payable on the Closing Date (collectively, the “Required Amount”)Closing. (c) In no event shall the receipt or availability of any funds or financing (including the Financing) by Parent or any of its Affiliates or any other financing or other transactions be a condition to any of Parent’s or Merger Sub’s obligations under this Agreement.

Financing. (a) Concurrently with The net proceeds of the execution and delivery of this loans under the Bridge Credit Agreement, Parent has delivered to the Company a debt commitment letter from the lenders party thereto (the “Committed Lenders”) and the arrangers party thereto, dated as of the date hereof, addressed to Parent by and among the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent (including all annexes, exhibits, schedules and other attachments thereto, and as replaced, amended, supplemented, modified or waived after the date hereof in compliance with Section 6.09any of their respective successors under such facility, the “Commitment Letter” Financing Sources”) and the financing contemplated thereby, Verizon (the “Loan Facility”), when funded in accordance with its terms and together with cash on hand (whether from debt issuances, equity issuances, operations or other sources) of Verizon and/or the net proceeds of any Replacement Financing, will, in the aggregate, be sufficient for the payment of the Cash Consideration and any other amounts required to be paid in connection with the consummation of the transactions contemplated hereby, including the payment of all related fees and expenses. (b) Verizon has delivered to Vodafone true, correct and complete fully executed copies of the Loan Facility, including all exhibits, schedules, annexes and amendments to such Loan Facility in effect as of the date of this Agreement (the Loan Facility, and all exhibits, schedules, annexes and amendments thereto are collectively referred to as the “Financing Documents”), pursuant to which the Committed Lenders lenders party thereto have committedseverally agreed, on the terms and subject to the conditions set forth therein, to lend the amounts set forth therein (the provision of such funds as set forth therein, the “Financing”) for the purpose purposes set forth in such Loan Facility. No Financing Document has been amended, restated or otherwise modified or waived prior to the date of funding this Agreement, and the Transactionsrespective commitments contained in the Loan Facility have not been withdrawn, modified or rescinded in any respect prior to the date of this Agreement. As of the date hereof, the Commitment Letter has been accepted by Parent, is Financing Documents are in full force and effect and has not been withdrawn or terminated or otherwise amended or modified in any respect; provided that constitute the existence or exercise of “market flex” provisions contained in the Fee Letter (as defined below) shall not constitute an amendment or modification to the Commitment Letter. As of the date hereof, the Commitment Letter, in the form so delivered, is a legal, valid and binding obligation of Parent each of Verizon and, to the Knowledge of ParentVerizon, the other parties thereto, except as enforceability may be limited by applicable bankruptcy, reorganization, insolvency and is enforceable against each party thereto similar federal and state Laws generally affecting the rights and remedies of creditors and general principles of equity, whether considered in accordance with its termsa proceeding at law or in equity. There are no conditions precedent (including pursuant to any “flex” provisions) to the funding of the full amount of the Financing or the Replacement Financing, other than the satisfaction of the conditions contained in Sections 3.01 and 3.02 of the Loan Facility (or, in each case except respect of certainty of funding, such substantially equivalent conditions (or conditions that are more favorable to Verizon) as limited by Laws affecting the enforcement of creditors’ rights generally or by general equitable principlesmay appear in any Replacement Financing Document). As of the date hereof, there are no other legally binding agreements, side letters or other contracts or arrangements relating related to the Financing (other than the Commitment Letter, the fee letter and fee credit letter relating to the Commitment Letter, true and complete copies of which have been provided to the Company, with only the existence and/or amount of fees, fee credits, “market flex” terms, pricing terms, pricing caps and other commercially sensitive information specified therein redacted, none of which redacted terms, individually or in the aggregate, would reduce the amount of the Financing below an amount necessary to make all payments required by this Agreement or that could adversely affect the conditionality, availability or termination of the Financing or materially delay or prevent the Closing or make the funding of the Financing less likely to occur (“Permissible Redacted Terms”) (such letters, the “Fee Letter”)) among the parties theretoFinancing. As of the date hereof, and (in the case of clause (ii) below) assuming the accuracy of the representations set forth in Article III, no event has occurred, and there is no condition occurred which would constitute a breach or circumstance existing, which, default (or an event which with notice or without notice, lapse of time or both, both would or would reasonably be likely to (i) constitute a default breach or breach default), in each case, on the part of Parent, Merger Sub Verizon under the Financing Documents or, to the Knowledge of ParentVerizon, any other party thereto, under the Commitment Letter or (ii) result in any portion of to the Financing being unavailable on the Closing DateDocuments. As of the date hereof, there are no conditions precedent or other contingencies related subject to the funding satisfaction of the full amount conditions contained in Section 3.01 and 3.02 of the Loan Facility (or, in respect of certainty of funding, such substantially equivalent conditions (or conditions that are more favorable to Verizon) as may appear in any Replacement Financing (including any “market flex” provisionsDocument), Verizon does not have any reason to believe that the funds necessary for the payment of the Cash Consideration, and any other than as expressly set forth in the Commitment Letter and the Fee Letter. Parent and Merger Sub have fully paid, or caused amounts required to be paid in connection with the consummation of the transactions contemplated hereby, including the payment of all related fees and expenses, will not be available to Verizon on the Closing Date. Verizon has fully paid, any and paid all commitment fees or other amounts that are due and payable by Parent or Merger Sub on or fees required to be paid prior to the date of this Agreement pursuant to the Commitment Letter or otherwise in connection with the Financing. As of the date hereof, no party to any Commitment Letter has any right to impose, and Parent and Merger Sub do not have an obligation to accept, (A) any condition precedent to the funding of the Financing other than as expressly set forth in or contemplated by the Commitment Letter and the Fee Letter or (B) any reduction to the aggregate amount available under the Commitment Letter at Closing (nor any term or condition that would have the effect of reducing the aggregate amount available under the Commitment Letter at Closing) to an amount that would be insufficient for Parent and Merger Sub to consummate the Transactions, including payment of the Required Amount. As of the date hereof, and assuming the accuracy of the representations set forth in Article III, each of Parent and Merger Sub, as applicable, has no reason to believe that it will be unable to satisfy on a timely basis (taking into account the timing of the Marketing Period) any of the terms or conditions to funding to be satisfied by it contained in the Commitment LetterDocuments. (b) Assuming the Financing is funded in full on the Closing Date in accordance with the Commitment Letters, the accuracy of the representations set forth in Article III and the performance by the Company and its Affiliates of their respective obligations under this Agreement, including the obligations set forth in Section 6.09, Section 6.11 and Section 6.12, Parent and Merger Sub will have, at the Closing, sufficient funds to satisfy all of the obligations of Parent and Merger Sub hereunder and to consummate the Transactions, including payment of the aggregate Merger Consideration, the Option Payments, the RSU Payments and all related fees and expenses under this Agreement, the Commitment Letter and the Fee Letter, in each case, that are due and payable on the Closing Date (collectively, the “Required Amount”). (c) In no event shall the receipt or availability of any funds or financing (including the Financing) by Parent or any of its Affiliates or any other financing or other transactions be a condition to any of Parent’s or Merger Sub’s obligations under this Agreement.

Financing. The Purchaser has provided to the Seller a complete and correct copy of (a) Concurrently with the execution a proposal letter and delivery of this Agreementterm sheet dated June 24, Parent has delivered 2014 from its prospective financing arranger to the Company a debt commitment letter from the lenders party thereto Purchaser (the “Committed LendersHighly Confident Letter”), evaluating the feasibility of a financing of up to $375,000,000 on the terms and conditions described therein (the “Loan Financing”) to finance the transactions contemplated by this Agreement and expressing the arrangers party theretoview that such arranger is “highly confident” that the financing described therein can be accomplished, subject to the terms and conditions expressed therein; and (b) a letter dated as of the date hereofJune 12, addressed to Parent 2014 from a potential investor (including all annexes, exhibits, schedules and other attachments thereto, and as replaced, amended, supplemented, modified or waived after the date hereof in compliance with Section 6.09, the “Commitment Equity Financing Letter”) expressing an intent to provide equity financing (the “Equity Financing,” and together with the financing contemplated therebyLoan Financing, the “Financing”), pursuant to which the Committed Lenders have committed, on the terms and subject to the conditions set forth therein, to lend the amounts set forth therein for the purpose of funding the Transactions. As of the date hereof, the Commitment Letter has been accepted by Parent, is in full force and effect and has not been withdrawn or terminated or otherwise amended or modified in any respect; provided that the existence or exercise of “market flex” provisions contained in the Fee Letter (as defined below) shall not constitute an amendment or modification to the Commitment Letter. As of the date hereof, the Commitment Letter, in the form so delivered, is a legal, valid and binding obligation of Parent and, to the Knowledge of Parent, the other parties thereto, and is enforceable against each party thereto in accordance with its terms, in each case except as limited by Laws affecting the enforcement of creditors’ rights generally or by general equitable principles. As of the date hereof, there are no other legally binding agreements, side letters or arrangements relating to the Financing (other than the Commitment Letter, the fee letter and fee credit letter relating to the Commitment Letter, true and complete copies of which have been provided to the Company, with only the existence and/or amount of fees, fee credits, “market flex” terms, pricing terms, pricing caps and other commercially sensitive information specified therein redacted, none of which redacted terms, individually or in the aggregate, would reduce the amount of the Financing below an amount necessary to make all payments required by this Agreement or adversely affect the conditionality, availability or termination of the Financing or materially delay or prevent the Closing or make the funding of the Financing less likely to occur (“Permissible Redacted Terms”) (such letters, the “Fee Letter”)) among the parties thereto. As of the date hereof, and (in the case of clause (ii) below) assuming the accuracy of the representations set forth in Article III, no event has occurred, and there is no condition or circumstance existing, which, with or without notice, lapse of time or both, would or would reasonably be likely to (i) constitute a default or breach on the part of Parent, Merger Sub or, to the Knowledge of Parent, any other party thereto, under the Commitment Letter or (ii) result in any portion of the Financing being unavailable on the Closing Date. As of the date hereof, there are no conditions precedent or other contingencies related to the funding of the full amount of the Financing (including any “market flex” provisions), other than as expressly set forth in the Commitment Letter and the Fee Letter. Parent and Merger Sub have fully paid, or caused to be fully paid, any and all commitment fees or other amounts that are due and payable by Parent or Merger Sub on or prior to the date of this Agreement pursuant to the Commitment Letter or otherwise in connection with the transactions contemplated by this Agreement if necessary depending on the amount of available cash and funding the Purchaser obtains in connection with the Loan Financing. As of Subject to its terms and conditions, the date hereofFinancing, no party if and when funded, will provide the Purchaser with acquisition financing on the Closing Date sufficient to any Commitment Letter has any right to impose, and Parent and Merger Sub do not have an obligation to accept, (A) any condition precedent pay to the funding of Seller the Financing other than as expressly set forth in or Purchase Price and to pay all related fees and expenses due upon the Closing on the terms contemplated by the Commitment Letter and the Fee Letter or (B) any reduction to the aggregate amount available under the Commitment Letter at Closing (nor any term or condition that would have the effect of reducing the aggregate amount available under the Commitment Letter at Closing) to an amount that would be insufficient for Parent and Merger Sub to consummate the Transactions, including payment of the Required Amountthis Agreement. As of the date hereof, and assuming the accuracy of the representations set forth in Article III, each of Parent and Merger Sub, as applicable, The Purchaser has no reason to believe that it will not be unable able to satisfy complete the Financing on a timely basis (taking into account the timing terms and conditions outlined in the Highly Confident Letter and the Equity Financing Letter, subject to the terms and conditions expressed therein and the satisfaction of the Marketing Period) any of conditions precedent to the terms or conditions to funding to be satisfied by it contained in the Commitment Letter. (b) Assuming the Financing is funded in full on the Closing Date in accordance with the Commitment Letters, the accuracy of the representations set forth in Article III and the performance by the Company and its Affiliates of their respective obligations under this Agreement, including the obligations set forth in Section 6.09, Section 6.11 and Section 6.12, Parent and Merger Sub will have, at the Closing, sufficient funds to satisfy all of the obligations of Parent and Merger Sub hereunder and Purchaser’s obligation to consummate the Transactions, including payment of the aggregate Merger Consideration, the Option Payments, the RSU Payments transactions contemplated hereby as specified in Sections 7.1 and all related fees and expenses under this Agreement, the Commitment Letter and the Fee Letter, in each case, that are due and payable on the Closing Date (collectively, the “Required Amount”)7.2 hereof. (c) In no event shall the receipt or availability of any funds or financing (including the Financing) by Parent or any of its Affiliates or any other financing or other transactions be a condition to any of Parent’s or Merger Sub’s obligations under this Agreement.

Financing. (a) Concurrently with the execution and delivery of this Agreement, Parent has delivered to the Company a debt complete and correct copies of executed commitment letter letters from ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA, together with related fee letters (with respect to such fee letters, complete copies with only the lenders party thereto (fee amounts, interest rates, original issue discount, and economic and other “market flex” terms redacted, none of which redacted provisions would adversely affect the “Committed Lenders”) and the arrangers party thereto, dated as amount or availability of the date hereof, addressed Financing on the Closing Date) of which have been provided to Parent the Company (including all annexes, exhibits, schedules and other attachments thereto, and as replaced, amended, supplemented, modified or waived after the date hereof in compliance with Section 6.09collectively, the “Commitment Letter” and the financing contemplated thereby, the “FinancingFinancing Commitments”), pursuant to which the Committed Lenders Financing Sources party thereto have committed, on subject to the terms and subject to the conditions set forth therein, to lend the amounts set forth therein for the purpose purposes of financing the Transactions and related Expenses (together with any Alternative Financing and any capital markets debt or equity financing in replacement thereof or supplemental thereto, the “Financing”). Subject to Parent’s rights with respect to Alternative Financing pursuant to and subject to the terms and conditions of Section 7.18, as of the date hereof, (i) none of the Financing Commitments has been amended or modified as of the date hereof in any material respect and (ii) the respective commitments contained in the Financing Commitments have not been withdrawn or rescinded in any material respect (it being understood that the exercise of “market flex” provisions under any fee letter shall not be deemed an amendment, modification, withdrawal or rescission). Except for engagement letters with respect to the Financing, there are no side letters or contracts, agreements or understandings to which Parent, First Merger Sub or Second Merger Sub is a party related to the funding or investing, as applicable, of the TransactionsFinancing other than as expressly set forth in the Financing Commitments. Parent has fully paid any and all commitment fees or other fees in connection with the Financing Commitments that are payable on or prior to the date of this Agreement. As of the date hereof, the Commitment Letter has been accepted by Parent, is Financing Commitments are in full force and effect and has not been withdrawn or terminated or otherwise amended or modified in any respect; provided that are the existence or exercise of “market flex” provisions contained in the Fee Letter (as defined below) shall not constitute an amendment or modification to the Commitment Letter. As of the date hereof, the Commitment Letter, in the form so delivered, is a legal, valid valid, binding and binding obligation enforceable obligations of Parent Parent, First Merger Sub and Second Merger Sub, as the case may be, and, to the Knowledge knowledge of Parent, First Merger Sub and Second Merger Sub, each of the other parties thereto, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and is enforceable against each party thereto in accordance with its terms, in each case except as limited by similar Laws of general applicability relating to or affecting the enforcement of creditors’ rights generally or by and to general equitable equity principles. As of the date hereof, there are no other legally binding agreements, side letters or arrangements relating to the Financing (other than the Commitment Letter, the fee letter and fee credit letter relating to the Commitment Letter, true and complete copies of which have been provided to the Company, with only the existence and/or amount of fees, fee credits, “market flex” terms, pricing terms, pricing caps and other commercially sensitive information specified therein redacted, none of which redacted terms, individually or in the aggregate, would reduce the amount of the Financing below an amount necessary to make all payments required by this Agreement or adversely affect the conditionality, availability or termination of the Financing or materially delay or prevent the Closing or make the funding of the Financing less likely to occur (“Permissible Redacted Terms”) (such letters, the “Fee Letter”)) among the parties thereto. As of the date hereof, and (in the case of clause (ii) below) assuming the accuracy of the representations set forth in Article III, no event has occurred, and there is no condition or circumstance existing, which, with or without notice, lapse of time or both, would or would reasonably be likely to (i) constitute a default or breach on the part of Parent, Merger Sub or, to the Knowledge of Parent, any other party thereto, under the Commitment Letter or (ii) result in any portion of the Financing being unavailable on the Closing Date. As of the date hereof, there There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing (including any “market flex” provisions)Commitments, other than as expressly set forth in the Commitment Letter Financing Commitments. Assuming the accuracy of the representations and warranties of the Company set forth in this Agreement, compliance by the Company with the covenants set forth in this Agreement and the Fee Letter. Parent and satisfaction of the conditions set forth in Article VIII, no event has occurred as of the date hereof which, with or without notice, lapse of time or both, would constitute, or would reasonably be expected to constitute, a default or breach of the Financing Commitments on the part of Parent, First Merger Sub have fully paidor Second Merger Sub or, or caused to be fully paidthe knowledge of Parent, First Merger Sub and Second Merger Sub, any and all commitment fees or other amounts that are due and payable by Parent or Merger Sub on or prior party thereto. Subject to the date accuracy of the representations and warranties of the Company set forth in this Agreement pursuant to and compliance by the Commitment Letter or otherwise in connection Company with the Financing. As covenants set forth in this Agreement, as of the date hereof, Parent has no party reason to believe that any Commitment Letter has any right to impose, and Parent and Merger Sub do not have an obligation to accept, (A) any condition precedent of the conditions to the funding of the Financing other than as expressly set forth in or contemplated by the Commitment Letter and Financing Commitments will not be satisfied. Assuming the Fee Letter or Financing is funded in accordance with the Financing Commitments (B) any reduction to the aggregate amount available under the Commitment Letter at Closing (nor any term or condition that would have the effect of reducing the aggregate amount available under the Commitment Letter at Closing) to an amount that would be insufficient for Parent and Merger Sub to consummate the Transactions, including payment of the Required Amount. As of the date hereof, and assuming the accuracy of the representations and warranties of the Company set forth in this Agreement, compliance by the Company with the covenants set forth in this Agreement and the satisfaction of the conditions set forth in Article IIIVIII), each of Parent Parent, First Merger Sub and Second Merger Sub, as applicable, has no reason to believe that it Sub will be unable to satisfy on a timely basis (taking into account the timing of the Marketing Period) any of the terms or conditions to funding to be satisfied by it contained in the Commitment Letter. (b) Assuming the Financing is funded in full have on the Closing Date in accordance with the Commitment Letters, the accuracy of the representations set forth in Article III and the performance by the Company and its Affiliates of their respective obligations under this Agreement, including the obligations set forth in Section 6.09, Section 6.11 and Section 6.12, Parent and Merger Sub will have, at the Closing, sufficient funds to (i) pay the Merger Consideration; (ii) pay any and all Expenses required to be paid by Parent, First Merger Sub, Second Merger Sub, the Surviving Corporation and the Surviving Entity in connection with the Mergers and the Financing; and (iii) satisfy all of the other payment obligations of Parent and Parent, First Merger Sub hereunder and to consummate the TransactionsSub, including payment of the aggregate Second Merger ConsiderationSub, the Option Payments, the RSU Payments and all related fees and expenses under this Agreement, the Commitment Letter Surviving Corporation and the Fee Letter, in each case, that are due and payable on the Closing Date (collectively, the “Required Amount”)Surviving Entity contemplated hereunder. (c) In no event shall the receipt or availability of any funds or financing (including the Financing) by Parent or any of its Affiliates or any other financing or other transactions be a condition to any of Parent’s or Merger Sub’s obligations under this Agreement.

Financing. At the time of the consummation of the Offer and assuming the satisfaction of the Offer Conditions, the net proceeds from the Financing will, together with unrestricted cash or cash equivalents available to Buyer, in the aggregate be sufficient for Buyer to (ai) Concurrently pay the aggregate consideration payable in respect of the Company Shares and in respect of Company Options pursuant to the Offer and this Agreement, (ii) pay or refinance all Company Indebtedness that is required to be paid or refinanced upon consummation of the Offer pursuant to the Debt Financing Commitments, (iii) pay all fees and expenses incurred by Buyer in connection with this Agreement and the Offer upon the terms and conditions contemplated by this Agreement and (iv) satisfy all other payment obligations of Buyer and the Company required to be satisfied at the Closing in connection with the execution and delivery consummation of the transactions contemplated hereby. Buyer has delivered to the Company, as of the date of this Agreement, Parent has delivered to the Company a debt true, complete and correct copies of (i) executed commitment letter from the lenders party thereto letters (the “Committed Lenders”) and the arrangers party thereto, dated as of the date hereof, addressed to Parent (including all annexes, exhibits, schedules and other attachments thereto, and as replaced, amended, supplemented, modified or waived after the date hereof in compliance with Section 6.09, the “Commitment Letter” and the financing contemplated thereby, the “FinancingDebt Financing Commitments”), pursuant to which the Committed Lenders lender parties thereto and the Investment Banks (as defined in the Debt Financing Commitments) (together with their respective officers, employees, directors, affiliates, partners, controlling parties, advisors, agents and representatives, the “Financing Sources”) have agreed, subject to the terms and conditions thereof, to provide or cause to be provided the debt amounts contemplated thereby (which includes up to US$445.0 million in bridge financing (the “Bridge Financing”)) (the “Debt Financing”), and (ii) an executed equity commitment letter (the “Equity Financing Commitment”, and together with the Debt Financing Commitments, the “Financing Commitments”), pursuant to which TPG Partners V, L.P. and TPG Biotechnology Partners II, L.P. have committed, on subject to the terms and subject to the conditions set forth thereinthereof, to lend invest through Parent the amounts set forth therein for (the purpose “Equity Financing”, and together with the Debt Financing, the “Financing”). The Financing Commitments are in full force and effect as of funding the Transactionsdate of this Agreement, and are legal, valid and binding obligations of Parent or Axcan Intermediate Holdings Inc. (“Borrower”), as applicable, and, to the knowledge of Buyer, the other parties thereto. As of the date hereof, no amendment or modification of the Commitment Letter Financing Commitments has been accepted by Parent, is made and the respective commitments contained in full force and effect and has the Financing Commitments have not been withdrawn or withdrawn, terminated or otherwise amended or modified rescinded in any respect; provided . Borrower has fully paid any and all commitment fees or other fees in connection with the Debt Financing Commitments that the existence are payable on or exercise of “market flex” provisions contained in the Fee Letter (as defined below) shall not constitute an amendment or modification prior to the Commitment Letter. As of the date hereof, the Commitment Letter, in the form so delivered, is a legal, valid and binding obligation of Parent and, to the Knowledge of Parent, the other parties thereto, and is enforceable against each party thereto in accordance with its terms, in each case except as limited by Laws affecting the enforcement of creditors’ rights generally or by general equitable principles. As of the date hereof, there are no other legally binding agreements, side letters or other agreements, contracts or arrangements relating to the Financing (other than the Commitment Letter, the except for customary fee letter letters and fee credit letter relating to the Commitment Letterengagement letters, true and complete correct copies of which have been provided furnished to the Company, with only the existence and/or amount of fees, fee credits, “market flex” terms, pricing terms, pricing caps and other commercially sensitive information specified therein redacted, none of which in redacted terms, individually or in the aggregate, would reduce the amount of the Financing below an amount necessary to make all payments required by this Agreement or adversely affect the conditionality, availability or termination of the Financing or materially delay or prevent the Closing or make the funding of the Financing less likely to occur (“Permissible Redacted Terms”) (such letters, the “Fee Letter”)) among the parties thereto. As of the date hereof, and (form in the case of clause (iithe fee letters) below) assuming the accuracy of the representations set forth in Article III, no event has occurred, and there is no condition or circumstance existing, which, with or without notice, lapse of time or both, would or would reasonably be likely to (i) constitute a default or breach on the part of Parent, Merger Sub or, relating to the Knowledge of Parent, any Financing other party thereto, under the Commitment Letter or (ii) result in any portion of than the Financing being unavailable on the Closing DateCommitments. As of the date hereof, there There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing (including any “market flex” provisions), other than as expressly set forth in the Commitment Letter and the Fee Letter. Parent and Merger Sub have fully paid, or caused to be fully paid, any and all commitment fees or other amounts that are due and payable by Parent or Merger Sub on or prior to the date of this Agreement pursuant to the Commitment Letter or otherwise in connection with the FinancingFinancing Commitments. As of the date hereofof this Agreement, no party to any Commitment Letter has any right to impose, and Parent and Merger Sub do not have an obligation to accept, (A) any condition precedent to the funding of the Financing other than as expressly set forth in or contemplated by the Commitment Letter and the Fee Letter or (B) any reduction to the aggregate amount available under the Commitment Letter at Closing (nor any term or condition that would have the effect of reducing the aggregate amount available under the Commitment Letter at Closing) to an amount that would be insufficient for Parent and Merger Sub to consummate the Transactions, including payment of the Required Amount. As of the date hereof, and assuming the accuracy of the representations and warranties of the Company set forth in Article IIIIV hereof, each no event has occurred which, with or without notice, lapse of Parent and Merger Subtime or both, as applicable, has no reason to believe that it will be unable to satisfy on would constitute a timely basis (taking into account the timing of the Marketing Period) any of the terms default or conditions to funding to be satisfied by it contained in the Commitment Letter. (b) Assuming the Financing is funded in full breach on the Closing Date in accordance with the Commitment Letterspart of Buyer, the accuracy of the representations set forth in Article III and the performance by the Company and its Affiliates of their respective obligations under this Agreement, including the obligations set forth in Section 6.09, Section 6.11 and Section 6.12, Parent and Merger Sub will have, at the Closing, sufficient funds to satisfy all of the obligations of Parent and Merger Sub hereunder and to consummate the Transactions, including payment of the aggregate Merger Consideration, the Option Payments, the RSU Payments and all related fees and expenses under this Agreement, the Commitment Letter and the Fee Letter, in each case, that are due and payable on the Closing Date (collectively, the “Required Amount”). (c) In no event shall the receipt or availability of any funds or financing (including the Financing) by Parent or any holder of its Affiliates equity interests in Parent under any term of the Financing Commitments, or a failure of any other financing condition of the Financing Commitments or other transactions would otherwise be a condition reasonably likely to result in any portion of Parent’s or Merger Sub’s obligations under this Agreementthe Financing contemplated thereby to be unavailable.

Financing. (a) Concurrently with the execution and delivery of this Agreement, Parent has delivered to the Company a debt Company, as of the date of this Agreement, true, complete and correct copies of (i) an executed commitment letter from the lenders party thereto (the “Committed Lenders”) and the arrangers party theretoletter, dated as of the date hereofhereof (the “Debt Commitment Letter“, addressed to Parent (including all annexesprovided that, exhibitsfor purposes of this Agreement, schedules and other attachments theretothe Debt Commitment Letter shall also include, and as replaced, amended, supplemented, modified or waived after the date hereof, to the extent alternative financing from alternative financial institutions is obtained in accordance with this Agreement, any executed commitment letter for such alternative financing), among Parent and ▇▇▇▇▇ Fargo Bank, National Association, ▇▇▇▇▇ Fargo Capital Finance, LLC, 1903 Onshore Funding, LLC and Special Value Continuation Partners, LP (collectively, the “Debt Commitment Parties“; the Debt Commitment Parties, together with, to the extent alternative financing from alternative financial institutions is obtained in accordance with this Agreement, any such alternative financial institutions, collectively, the “Debt Financing Sources“) pursuant to which the Debt Commitment Parties (or Debt Financing Sources, as applicable) have agreed, subject to the terms and conditions thereof, to provide or cause to be provided the debt amounts set forth therein (the “Debt Financing“ which includes, to the extent alternative financing from alternative financial institutions is obtained in accordance with this Agreement, any such alternative financing), and (ii) executed equity commitment letters, dated as of the date hereof in compliance (the “Equity Commitment Letters“, and together with Section 6.09the Debt Commitment Letter, the “Commitment Letter” and the financing contemplated thereby, the Letters“Financing”), pursuant to which Family LLC and ▇▇▇▇▇▇ Equities VII, LLC, respectively (the Committed Lenders “Equity Financing Sources“ and, together with the Debt Financing Sources, the “Financing Sources“) have committed, on subject to the terms and subject conditions thereof, to invest up to the conditions set forth therein, to lend the respective amounts set forth therein for (the purpose “Equity Financing“, and together with the Debt Financing, the “Financing“). The Commitment Letters are in full force and effect as of funding the Transactionsdate of this Agreement, and are legal, valid and binding obligations of Parent and the other parties thereto. As of the date hereof, no amendment or modification of the Commitment Letter Letters has been accepted by Parent, is or made and the respective commitments contained in full force and effect and has the Commitment Letters have not been withdrawn or withdrawn, terminated or otherwise amended or modified rescinded in any respect; provided that the existence or exercise of “market flex” provisions contained in the Fee Letter (as defined below) shall not constitute an amendment or modification to the Commitment Letter. As of the date hereof, the Commitment Letter, in the form so delivered, is a legal, valid and binding obligation of Parent and, to the Knowledge of Parent, the other parties thereto, and is enforceable against each party thereto in accordance with its terms, in each case except as limited by Laws affecting the enforcement of creditors’ rights generally or by general equitable principles. As of the date hereof, there are no other legally binding agreements, side letters or arrangements other agreements to which Parent or its Affiliates is a party relating to the Financing (other than the Commitment Letter, the fee letter and fee credit letter relating to the Commitment Letter, true and complete copies of which have been provided to the Company, with only the existence and/or amount of fees, fee credits, “market flex” terms, pricing terms, pricing caps and other commercially sensitive information specified therein redacted, none of which redacted terms, individually or in the aggregate, would reduce the amount of the Financing below an amount necessary to make all payments required by this Agreement or adversely affect the conditionality, availability or termination of the Financing or materially delay or prevent the Closing or make the funding of the Financing less likely to occur (“Permissible Redacted Terms”) (such lettersother than the Commitment Letters, the “Fee Letter”)) among Rollover Agreement, the parties thereto. As of Exchange Agreement and any customary fee letters or engagement letters that do not impact the date hereof, and (in the case of clause (ii) below) assuming the accuracy of the representations set forth in Article III, no event has occurred, and there is no condition conditionality or circumstance existing, which, with or without notice, lapse of time or both, would or would reasonably be likely to (i) constitute a default or breach on the part of Parent, Merger Sub or, to the Knowledge of Parent, any other party thereto, under the Commitment Letter or (ii) result in any portion of the Financing being unavailable on the Closing Date. As of the date hereof, there are no conditions precedent or other contingencies related to the funding of the full amount of the Financing (including any “market flex” provisions), other than as expressly set forth in the Commitment Letter and the Fee LetterFinancing. Parent and or Merger Sub have has fully paid, or caused to be fully paid, paid any and all commitment fees or other amounts fees in connection with the Commitment Letters and/or the Financing that are due and payable by Parent or Merger Sub on or prior to the date of this Agreement pursuant hereof (to the Commitment Letter or extent not otherwise in connection with waived by the Financingapplicable Financing Source). As of the date hereofof this Agreement, no party to any Commitment Letter assuming the accuracy in all material respects of the representations and warranties set forth in Article III, neither Parent nor Merger Sub has any right reasonable basis to imposebelieve that it will be unable to satisfy on a timely basis any material term (to the extent such material term is to be performed or complied with prior to the Closing Date) or condition to close set forth in any of the Commitment Letters, and Parent and Merger Sub do not have an obligation in each case, in accordance with the terms therein, on or prior to accept, (A) any condition the Closing Date. There are no conditions precedent related to the funding or investing, as applicable, of the full amount of the Financing other than as expressly set forth in or contemplated by the Commitment Letter and the Fee Letter or (B) any reduction to the aggregate amount available under the Commitment Letter at Closing (nor any term or condition that would have the effect of reducing the aggregate amount available under the Commitment Letter at Closing) to an amount that would be insufficient for Letters. The Financing will provide Parent and Merger Sub to consummate the Transactions, including payment of the Required Amount. As of the date hereof, and assuming the accuracy of the representations set forth in Article III, each of Parent and Merger Sub, as applicable, has no reason to believe that it will be unable to satisfy on a timely basis (taking into account the timing of the Marketing Period) any of the terms or conditions to funding to be satisfied by it contained in the Commitment Letter. (b) Assuming the Financing is funded in full with financing on the Closing Date in accordance with the Commitment Letters, the accuracy of the representations set forth in Article III and the performance sufficient to pay all cash amounts required to be paid by the Company and its Affiliates of their respective obligations under this Agreement, including the obligations set forth in Section 6.09, Section 6.11 and Section 6.12, Parent and Merger Sub will haveunder this Agreement in connection with the Merger, at the Closing, sufficient funds to satisfy all together with any fees and expenses of the obligations of or payable by Parent and Merger Sub hereunder and with respect to consummate the Transactions, including payment of the aggregate Merger Consideration, the Option Payments, the RSU Payments and all related fees and expenses under this Agreement, the Commitment Letter and the Fee Letter, in each case, that are due and payable Financing on the Closing Date (collectively, the “Required Amount”)Date. (c) In no event shall the receipt or availability of any funds or financing (including the Financing) by Parent or any of its Affiliates or any other financing or other transactions be a condition to any of Parent’s or Merger Sub’s obligations under this Agreement.

Financing. (a) Concurrently The Company shall, and shall cause its Subsidiaries to, at the sole expense of the Parent use its and their reasonable best efforts to provide such cooperation as may be reasonably requested by the Parent in connection with the execution financing of the Transactions, if any, including using reasonable best efforts to (i) cause appropriate officers and delivery employees to be available, on a customary and reasonable basis and upon reasonable notice, to meet with ratings agencies and prospective lenders and investors in presentations, meetings, road shows and due diligence sessions, (ii) provide reasonable assistance with the preparation of any ratings presentations, information memos, offering memoranda or other marketing and disclosure documents and customary information in connection therewith, including the preparation of appropriate discussions of business, financial statements, pro forma financials, projections, management discussion and analysis, and other customary financial data of the Company and its Subsidiaries, all for use in connection therewith and an audit of the financial statements in accordance with GAAP and applicable Law by independent certified public accountants, (iii) provide any financing sources with reasonable access to the properties, books and records of the Company and its Subsidiaries, execute and deliver any customary certificates, authorization letters, pledge or security documents or other customary definitive financing documents and related documents and certificates as may be reasonably requested by the Parent and (iv) direct its independent accountants and counsel to provide customary and reasonable assistance to the Parent including in connection with providing customary comfort letters and opinions of counsel; provided, that the actions contemplated in the foregoing clauses (i) through (iv) do not (A) unreasonably interfere with the ongoing operations of the Company or any of its Subsidiaries, (B) cause any representation or warranty in this Agreement to be breached, (C) cause any condition to Closing set forth in Article VI to fail to be satisfied or otherwise cause any breach of this Agreement, (D) require the Company or any of its Subsidiaries to pay any out-of-pocket fees or expenses prior to the Closing that are not promptly reimbursed by the Parent has delivered as set forth in Section 5.13(b), (E) involve any binding commitment by the Company or any of its Subsidiaries which commitment is not conditioned on the Closing and does not terminate without liability to the Company a debt commitment letter from or any of its Subsidiaries upon the lenders party thereto termination of this Agreement or (the “Committed Lenders”F) and the arrangers party theretocause any director, dated as officer or employee of the date hereofCompany or any of its Subsidiaries to incur any personal liability. (b) Parent shall promptly, addressed to Parent (including all annexes, exhibits, schedules and other attachments thereto, and as replaced, amended, supplemented, modified or waived after the date hereof in compliance with Section 6.09, the “Commitment Letter” and the financing contemplated thereby, the “Financing”), pursuant to which the Committed Lenders have committed, on the terms and subject to the conditions set forth therein, to lend the amounts set forth therein for the purpose of funding the Transactions. As of the date hereof, the Commitment Letter has been accepted upon request by Parent, is in full force and effect and has not been withdrawn or terminated or otherwise amended or modified in any respect; provided that the existence or exercise of “market flex” provisions contained in the Fee Letter (as defined below) shall not constitute an amendment or modification to the Commitment Letter. As of the date hereof, the Commitment Letter, in the form so delivered, is a legal, valid and binding obligation of Parent and, to the Knowledge of Parent, the other parties thereto, and is enforceable against each party thereto in accordance with its terms, in each case except as limited by Laws affecting the enforcement of creditors’ rights generally or by general equitable principles. As of the date hereof, there are no other legally binding agreements, side letters or arrangements relating to the Financing (other than the Commitment Letter, the fee letter and fee credit letter relating to the Commitment Letter, true and complete copies of which have been provided to the Company, reimburse the Company for all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by the Company or any of its Subsidiaries in connection with only the existence and/or amount of fees, fee credits, “market flex” terms, pricing terms, pricing caps and other commercially sensitive information specified therein redacted, none of which redacted terms, individually or in the aggregate, would reduce the amount cooperation of the Financing below an amount necessary to make Company and its Subsidiaries contemplated by Section 5.13(a) and shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives from and against any and all payments required losses suffered or incurred by any of them in connection with the arrangement of financing and any information used in connection therewith. The provisions of this Agreement or adversely affect the conditionality, availability or termination of the Financing or materially delay or prevent the Closing or make the funding of the Financing less likely to occur (“Permissible Redacted Terms”Section 5.13(b) (such letters, the “Fee Letter”)) among the parties thereto. As of the date hereof, and (in the case of clause (ii) below) assuming the accuracy of the representations set forth in Article III, no event has occurred, and there is no condition or circumstance existing, which, with or without notice, lapse of time or both, would or would reasonably be likely to shall survive (i) constitute a default or breach on the part of Parent, Merger Sub or, to the Knowledge of Parent, any other party thereto, under the Commitment Letter or (ii) result in any portion of the Financing being unavailable on the Closing Date. As of the date hereof, there are no conditions precedent or other contingencies related to the funding of the full amount of the Financing (including any “market flex” provisions), other than as expressly set forth in the Commitment Letter and the Fee Letter. Parent and Merger Sub have fully paid, or caused to be fully paid, any and all commitment fees or other amounts that are due and payable by Parent or Merger Sub on or prior to the date termination of this Agreement pursuant to Article VII and (ii) the Commitment Letter or otherwise in connection with the Financing. As consummation of the date hereof, no party to any Commitment Letter has any right to imposeMerger, and Parent and Merger Sub do not have an obligation are expressly intended to accept, (A) any condition precedent to the funding of the Financing other than as expressly set forth in or contemplated by the Commitment Letter and the Fee Letter or (B) any reduction to the aggregate amount available under the Commitment Letter at Closing (nor any term or condition that would have the effect of reducing the aggregate amount available under the Commitment Letter at Closing) to an amount that would be insufficient for Parent and Merger Sub to consummate the Transactions, including payment of the Required Amount. As of the date hereofbenefit, and assuming the accuracy of the representations set forth in Article III, each of Parent and Merger Sub, as applicable, has no reason to believe that it will be unable to satisfy on a timely basis (taking into account the timing of the Marketing Period) any of the terms or conditions to funding to be satisfied by it contained in the Commitment Letter. (b) Assuming the Financing is funded in full on the Closing Date in accordance with the Commitment Lettersare enforceable by, the accuracy of the representations set forth in Article III Company, its Subsidiaries and the performance by the Company and its Affiliates of their respective obligations under this Agreement, including the obligations set forth in Section 6.09, Section 6.11 and Section 6.12, Parent and Merger Sub will have, at the Closing, sufficient funds to satisfy all of the obligations of Parent and Merger Sub hereunder and to consummate the Transactions, including payment of the aggregate Merger Consideration, the Option Payments, the RSU Payments and all related fees and expenses under this Agreement, the Commitment Letter and the Fee Letter, in each case, that are due and payable on the Closing Date (collectively, the “Required Amount”)Representatives. (c) In no event shall Notwithstanding anything contained in this Agreement to the receipt or availability of any funds or financing (including contrary, the Financing) by Parent or any of its Affiliates or any other financing or other transactions be a condition to any of expressly acknowledges and agrees that the Parent’s or and Merger Sub’s obligations under hereunder are not conditioned in any manner upon the Parent or Merger Sub obtaining any financing. The failure, for any reason, of the Parent and the Merger Sub to have sufficient cash available on the Closing Date to pay the Merger Consideration in accordance with Article II hereof and/or the failure to so pay the Merger Consideration on the Closing Date shall constitute a willful and material breach of this Agreement.

Financing. (a) Concurrently (i) Each of Parent and Sub shall use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable, to consummate and obtain the Financing as promptly as reasonably practicable on the terms and subject only to the conditions (including the flex provisions) contained in the Financing Commitments, including using its reasonable best efforts to (A) negotiate and enter into definitive agreements with respect to the Debt Financing on the terms and subject only to the conditions (including the flex provisions) contained in the Debt Financing Commitments, (B) satisfy (or obtain the waiver of), and cause its Affiliates to satisfy (or obtain the waiver of), on a timely basis all conditions, and comply with all obligations applicable to Parent or Sub, contained in the Financing Commitments or the definitive agreements related to the Debt Financing Commitments, (C) enforce its rights under the Debt Financing Commitments at or prior to the Closing or (D) subject to Section 5.09(a)(ii) below, maintain in effect the Financing Commitments in accordance with the execution terms and delivery provisions set forth in the Financing Commitments. Each of Parent and Sub shall, and shall cause its Affiliates to, refrain from taking, directly or indirectly, any action that would reasonably be expected to result in the failure of any of the conditions contained in the Financing Commitments or in any definitive agreement related to the Debt Financing. For the avoidance of doubt and notwithstanding anything to the contrary in this AgreementSection 5.09, Parent has delivered acknowledges and agrees that its obligation to consummate the Company a debt commitment letter from the lenders party thereto (the “Committed Lenders”) and the arrangers party thereto, dated as of the date hereof, addressed to Parent (including all annexes, exhibits, schedules and other attachments thereto, and as replaced, amended, supplemented, modified or waived after the date hereof in compliance with Section 6.09, the “Commitment Letter” and the financing contemplated thereby, the “Financing”), pursuant to which the Committed Lenders have committed, Transactions on the terms and subject to the conditions set forth therein, to lend herein are not conditioned upon the amounts set forth therein for the purpose of funding the Transactions. As availability or consummation of the date hereofFinancing, the Commitment Letter has been accepted by Parent, is in full force and effect and has not been withdrawn or terminated or otherwise amended or modified in any respect; provided that the existence or exercise of “market flex” provisions contained in the Fee Letter (as defined below) shall not constitute an amendment or modification to the Commitment Letter. As of the date hereof, the Commitment Letter, in the form so delivered, is a legal, valid and binding obligation of Parent and, to the Knowledge of Parent, the other parties thereto, and is enforceable against each party thereto in accordance with its terms, in each case except as limited by Laws affecting the enforcement of creditors’ rights generally or by general equitable principles. As of the date hereof, there are no other legally binding agreements, side letters or arrangements relating to the Financing (other than the Commitment Letter, the fee letter and fee credit letter relating to the Commitment Letter, true and complete copies of which have been provided to the Company, with only the existence and/or amount of fees, fee credits, “market flex” terms, pricing terms, pricing caps and other commercially sensitive information specified therein redacted, none of which redacted terms, individually or in the aggregate, would reduce the amount of the Financing below an amount necessary to make all payments required by this Agreement or adversely affect the conditionality, availability or termination of the Financing or materially delay or prevent the Closing or make the funding of the Financing less likely to occur (“Permissible Redacted Terms”) (such letters, the “Fee Letter”)) among the parties thereto. As of the date hereof, and (in the case of clause (ii) below) assuming the accuracy of the representations set forth in Article III, no event has occurred, and there is no condition or circumstance existing, which, with or without notice, lapse of time or both, would or would reasonably be likely to (i) constitute a default or breach on the part of Parent, Merger Sub or, to the Knowledge of Parent, any other party thereto, under the Commitment Letter or (ii) result in any portion of the Financing being unavailable on the Closing Date. As of the date hereof, there are no conditions precedent or other contingencies related to the funding of the full amount of the Financing (including any “market flex” provisions), other than as expressly set forth in the Commitment Letter and the Fee Letter. Parent and Merger Sub have fully paid, or caused to be fully paid, any and all commitment fees or other amounts that are due and payable by Parent or Merger Sub on or prior to the date of this Agreement pursuant to the Commitment Letter or otherwise in connection with the Financing. As of the date hereof, no party to any Commitment Letter has any right to impose, and Parent and Merger Sub do not have an obligation to accept, (A) any condition precedent to the funding of the Financing other than as expressly set forth in or contemplated by the Commitment Letter and the Fee Letter or (B) any reduction to the aggregate amount available under the Commitment Letter at Closing (nor any term or condition that would have the effect of reducing the aggregate amount available under the Commitment Letter at Closing) to an amount that would be insufficient for Parent and Merger Sub to consummate the Transactions, including payment of the Required Amount. As of the date hereof, and assuming the accuracy of the representations set forth in Article III, each of Parent and Merger Sub, as applicable, has no reason to believe that it will be unable to satisfy on a timely basis (taking into account the timing of the Marketing Period) any of the terms or conditions to funding to be satisfied by it contained in the Commitment Letter. (b) Assuming the Financing is funded in full on the Closing Date in accordance with the Commitment Letters, the accuracy of the representations set forth in Article III and the performance by the Company and its Affiliates of their respective obligations under this Agreement, including the obligations set forth in Section 6.09, Section 6.11 and Section 6.12, Parent and Merger Sub will have, at the Closing, sufficient funds to satisfy all of the obligations of Parent and Merger Sub hereunder and to consummate the Transactions, including payment of the aggregate Merger Consideration, the Option Payments, the RSU Payments and all related fees and expenses under this Agreement, the Commitment Letter and the Fee Letter, in each case, that are due and payable on the Closing Date (collectively, the “Required Amount”). (c) In no event shall the receipt or availability of any funds replacement commitments or financing (including receipt of the Financing) by Parent or any of its Affiliates or any other financing or other transactions be a condition to any of Parent’s or Merger Sub’s obligations under this Agreementproceeds therefrom.

Financing. Parent has provided the Company true and complete copies of (a) Concurrently with the execution and delivery of this Agreement, Parent has delivered fully executed commitment letters dated on or prior to the Company a debt commitment letter date hereof (together with all exhibits, annexes, schedules and term sheets attached thereto, each, an “Equity Funding Letter” and, collectively, the “Equity Funding Letters”) from each Guarantor providing for an equity investment in Parent, subject to the lenders party thereto terms and conditions therein, in cash in the aggregate amounts set forth therein (the “Committed LendersEquity Financing”) and the arrangers party thereto, (b) fully executed commitment letters and Redacted Fee Letters dated as of on or prior to the date hereofhereof (together with all exhibits, addressed to Parent (including all annexes, exhibits, schedules and other attachments term sheets attached thereto, and as replacedeach a “Debt Commitment Letter” and, amended, supplemented, modified or waived after the date hereof in compliance with Section 6.09collectively, the “Debt Commitment LetterLetters” and, together with the Equity Funding Letters, the “Financing Letters”), from the financial institutions identified therein (the “Commitment Parties”), providing, subject to the terms and conditions therein, for debt financing, in each case, in the financing contemplated therebyamounts set forth therein (being collectively referred to as the “Debt Financing” and, together with the Equity Financing, collectively referred to as the “Financing”). Each of the Financing Letters is valid, pursuant binding and, to which the Committed Lenders have committedKnowledge of Parent, on enforceable by Parent against the terms and other parties thereto in accordance with its terms, subject to the conditions set forth therein, to lend the amounts set forth therein for the purpose of funding the TransactionsBankruptcy and Equity Exception. As of the date hereof, each of the Commitment Letter has been accepted by Parent, Financing Letters is in full force and effect and has the respective obligations and commitments therein have not been withdrawn withdrawn, rescinded or terminated or otherwise amended or modified in any respect; provided that the existence or exercise of “market flex” provisions contained in the Fee Letter (as defined below) shall not constitute an amendment or modification to the Commitment Letter. As of the date hereof, the Commitment Letter, in the form so delivered, is a legal, valid and binding obligation of Parent and, to the Knowledge of Parent, the other parties thereto, and is enforceable against each party thereto in accordance with its terms, in each case except as limited by Laws affecting the enforcement of creditors’ rights generally or by general equitable principles. As of the date hereof, there are no other legally binding agreements, side letters or arrangements relating to the Financing (other than the Commitment Letter, the fee letter and fee credit letter relating to the Commitment Letter, true and complete copies of which have been provided to the Company, with only the existence and/or amount of fees, fee credits, “market flex” terms, pricing terms, pricing caps and other commercially sensitive information specified therein redacted, none of which redacted terms, individually or in the aggregate, would reduce the amount of the Financing below an amount necessary to make all payments required by this Agreement or adversely affect the conditionality, availability or termination of the Financing or materially delay or prevent the Closing or make the funding of the Financing less likely to occur (“Permissible Redacted Terms”) (such letters, the “Fee Letter”)) among the parties thereto. As of the date hereof, and (in the case of clause (ii) below) assuming the accuracy of the representations set forth in Article III, no event has occurred, and there is no condition or circumstance existing, which, occurred which (with or without notice, lapse of time time, or both, would or ) would reasonably be likely expected to (i) constitute a breach in any material respect or default or breach on the part of Parent, Merger Sub Parent or, to the Knowledge of Parent, any of the other party thereto, parties thereto under the Commitment Letter Financing Letters or (ii) otherwise result in any portion of the Financing being contemplated thereby, as applicable, to be unavailable or delayed. Subject to the satisfaction of the conditions contained in Section 7.01 and Section 7.03 hereof, as of the date hereof, Parent has no reason to believe that any of the conditions in any of the Financing Letters will not be satisfied or that any of portion of the Financing will not be made available thereunder on a timely basis in order to consummate the Closing DateTransactions. As of the date hereof, there none of the Guarantors or the Commitment Parties has notified Parent of its intention to terminate any of its obligations under the applicable Financing Letter or not to provide the applicable Financing. Assuming (A) the satisfaction of the conditions in Sections 7.01 and 7.03 hereof and (B) that the Financing is funded in accordance with the terms of the Financing Letters, the net proceeds contemplated by the Financing Letters (after netting out applicable fees, expenses, original issue discount and similar premiums and charges and after giving effect to the maximum amount of flex (including original issue discount flex) provided under the Debt Commitment Letter), will be sufficient to pay the Merger Consideration, the refinancing of any credit facility or other Indebtedness of the Company or any Company Subsidiary that will not continue after the Effective Time, the payment of any fees and expenses of or payable by Parent, and any other amounts required to be paid by Parent in connection with the consummation of the Transactions. Parent has paid in full any and all commitment or other fees required by the Financing Letters that are due as of the date hereof, and will pay, after the date hereof, all such fees as they become due. There are no conditions precedent side letters or other contingencies Contracts, arrangements or understandings to which Parent, any Guarantor or any of their respective Affiliates is a party related to the funding of the full amount of the Financing (including any “market flex” provisions), other than as expressly set forth contained in the Commitment Letter Financing Letters and delivered to the Fee Letter. Parent and Merger Sub have fully paid, or caused to be fully paid, any and all commitment fees or other amounts that are due and payable by Parent or Merger Sub on or Company prior to the date of this Agreement pursuant to Agreement) that would permit the Commitment Letter or otherwise in connection with Parties to reduce the total amount of the Financing. As of , or that would affect the date hereof, no party to any Commitment Letter has any right to impose, and Parent and Merger Sub do not have an obligation to accept, (A) any condition precedent to the funding availability or conditionality of the Financing other than as expressly set forth in or contemplated by the Commitment Letter and the Fee Letter or (B) any reduction to the aggregate amount available under the Commitment Letter at Closing (nor any term or condition that would have the effect of reducing the aggregate amount available under the Commitment Letter at Closing) to an amount that would be insufficient for Parent and Merger Sub to consummate the Transactions, including payment of the Required Amount. As of the date hereof, and assuming the accuracy of the representations set forth in Article III, each of Parent and Merger Sub, as applicable, has no reason to believe that it will be unable to satisfy on a timely basis (taking into account the timing of the Marketing Period) any of the terms or conditions to funding to be satisfied by it contained in the Commitment Lettermaterial respect. (b) Assuming the Financing is funded in full on the Closing Date in accordance with the Commitment Letters, the accuracy of the representations set forth in Article III and the performance by the Company and its Affiliates of their respective obligations under this Agreement, including the obligations set forth in Section 6.09, Section 6.11 and Section 6.12, Parent and Merger Sub will have, at the Closing, sufficient funds to satisfy all of the obligations of Parent and Merger Sub hereunder and to consummate the Transactions, including payment of the aggregate Merger Consideration, the Option Payments, the RSU Payments and all related fees and expenses under this Agreement, the Commitment Letter and the Fee Letter, in each case, that are due and payable on the Closing Date (collectively, the “Required Amount”). (c) In no event shall the receipt or availability of any funds or financing (including the Financing) by Parent or any of its Affiliates or any other financing or other transactions be a condition to any of Parent’s or Merger Sub’s obligations under this Agreement.

Financing. (a) Concurrently Prior to the Closing, each of Acquiror and the Contributor Parties shall cooperate, and shall use their reasonable best efforts to cause their respective officers, employees, auditors, and advisors, including legal and accounting advisors, to cooperate in connection with arranging, obtaining and syndicating the Financing or any other financing that may be arranged by Acquiror (together with the execution and delivery of this Agreement, Parent has delivered to the Company a debt commitment letter from the lenders party thereto (the “Committed Lenders”) and the arrangers party thereto, dated as of the date hereof, addressed to Parent (including all annexes, exhibits, schedules and other attachments thereto, and as replaced, amended, supplemented, modified or waived after the date hereof in compliance with Section 6.09Financing, the “Commitment Letter” Acquisition Financing”, and the financing contemplated thereby, the “Financing”), pursuant to which the Committed Lenders have committed, on the terms and subject to the conditions set forth therein, to lend the amounts set forth therein for the purpose of funding the Transactions. As sources of the date hereofAcquisition Financing, the Commitment Letter has been accepted by Parent, is in full force and effect and has not been withdrawn or terminated including any entities that have committed to provide or otherwise amended or modified in any respect; provided that the existence or exercise of “market flex” provisions contained in the Fee Letter (as defined below) shall not constitute an amendment or modification to the Commitment Letter. As of the date hereof, the Commitment Letter, in the form so delivered, is a legal, valid and binding obligation of Parent and, to the Knowledge of Parent, the other parties thereto, and is enforceable against each party thereto in accordance with its terms, in each case except as limited by Laws affecting the enforcement of creditors’ rights generally or by general equitable principles. As of the date hereof, there are no other legally binding agreements, side letters or arrangements relating to the Financing (other than the Commitment Letter, the fee letter and fee credit letter relating to the Commitment Letter, true and complete copies of which have been provided to the Company, with only the existence and/or amount of fees, fee credits, “market flex” terms, pricing terms, pricing caps and other commercially sensitive information specified therein redacted, none of which redacted terms, individually or in the aggregate, would reduce the amount of the Financing below an amount necessary to make all payments required by this Agreement or adversely affect the conditionality, availability or termination of the Financing or materially delay or prevent the Closing or make the funding of the Financing less likely to occur (“Permissible Redacted Terms”) (such letters, the “Fee Letter”)) among the parties thereto. As of the date hereof, and (in the case of clause (ii) below) assuming the accuracy of the representations set forth in Article III, no event has occurred, and there is no condition or circumstance existing, which, with or without notice, lapse of time or both, would or would reasonably be likely to (i) constitute a default or breach on the part of Parent, Merger Sub or, to the Knowledge of Parent, any other party thereto, under the Commitment Letter or (ii) result in any portion of the Financing being unavailable on the Closing Date. As of the date hereof, there are no conditions precedent or other contingencies related to the funding of the full amount of the Financing (including any “market flex” provisions), other than as expressly set forth in the Commitment Letter and the Fee Letter. Parent and Merger Sub have fully paid, or caused to be fully paid, any and all commitment fees or other amounts that are due and payable by Parent or Merger Sub on or prior to the date of this Agreement pursuant to the Commitment Letter or otherwise entered into agreements in connection with the Financing. As , including the banks party to the Debt Letters or any related engagement letter in respect of the date hereof, no party Debt Financing or to any Commitment Letter has any right joinder agreements, credit agreements, indentures, notes, purchase agreements, definitive agreements or other agreements in connection with or relating to imposethe Financing, and Parent any arrangers, bookrunners, administrative agents, and Merger Sub do collateral agents with respect to the Financing, collectively, the “Financing Sources”), including, for the avoidance of doubt, causing the conditions in the Debt Letters and the Preferred Purchase Agreement to be satisfied; provided that such requested cooperation does not have unreasonably interfere with the ongoing operations of the business of the Parties or their respective Affiliates). Such cooperation shall include the following: (i) upon reasonable notice, participation in, and making their senior management, with appropriate seniority and expertise, reasonably available for meetings, drafting sessions, rating agency presentations and due diligence sessions; (ii) furnishing in writing to any Financing Sources as promptly as practicable following request therefor financial and operating data and other pertinent information and disclosure regarding the Compression Group Entities and the Compression Business (including their businesses, operations, financial projections and prospects) as is reasonably requested in connection with an obligation Acquisition Financing, including of the type and form required by Regulation S-X and Regulation S-K under the Securities Act for registered offerings of securities on Form S-1 (or any successor form thereto) under the Securities Act, and of the type and form, and for the periods, in each case, customarily included in offering documents used to acceptsyndicate credit facilities of the type to be included in the Debt Financing and in offering documents used in a Rule 144A private placement of debt securities and all other information and data related to the Compression Group Entities and the Compression Business that would be necessary for the underwriters or initial purchasers in an offering of such securities to receive customary “comfort” (including customary “negative assurance” comfort) from independent accountants in connection with such an offering which such accountants are prepared to provide upon completion of customary procedures, and updates to such information from time to time as necessary in order to make the statements contained therein not misleading; (iii) preparing and delivering, and assisting the Financing Sources in the preparation and delivery of, (A) any condition precedent one or more customary offering documents, including offering memoranda, private placement memoranda and investor presentations, and documents to be filed with the funding SEC, including a registration statement and related prospectuses, in connection with an Acquisition Financing (in each case, including the provision of the Financing other than as expressly set forth in or contemplated by the Commitment Letter and the Fee Letter or “back-up” support), (B) syndication memoranda, bank information memoranda and/or other marketing materials and memoranda that may be reasonably requested in connection with any reduction Acquisition Financing, including customary lender presentations, rating agency presentations and confidential information memoranda to be used in the syndication of credit facilities of the type to be included in the Debt Financing, and (C) materials for rating agency presentations and business and financial projections (including in each case any supplement thereto); (iv) using reasonable best efforts to obtain surveys and title insurance reasonably requested by the Financing Sources; (v) taking all reasonably required corporate actions, subject to the aggregate amount available under the Commitment Letter at Closing (nor any term or condition that would have the effect of reducing the aggregate amount available under the Commitment Letter at Closing) to an amount that would be insufficient for Parent and Merger Sub to consummate the Transactions, including payment consummation of the Required Amount. As Closing, to permit the consummation of an Acquisition Financing and to permit the proceeds thereof to be made available to Acquiror; (vi) providing authorization letters to any Financing Sources authorizing the distribution of information to prospective lenders and investors and containing (A) a customary representation to the arranger of any Acquisition Financing that the information contained in any offering document or information memorandum relating to the Compression Group Entities or the Compression Business does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the date hereofcircumstances under which they were made, not misleading and assuming (B) a customary material non-public information representation; and (vii) cooperating reasonably with the accuracy Financing Sources’ due diligence of the representations set forth in Article IIICompression Group Entities and the Compression Business, each of Parent and Merger Sub, as applicable, has no reason to believe that it will be unable to satisfy on a timely basis (taking into account the timing extent not unreasonably interfering with the business of the Marketing PeriodParties and their respective Affiliates. Any information provided by the Parties in connection with seeking an Acquisition Financing (which must be furnished in writing) shall be prepared in good faith and shall be free of any of the terms material misstatements or conditions to funding to be satisfied by it contained in the Commitment Letteromissions. (b) Assuming Upon Acquiror’s request, the Contributor Parties shall (and shall cause their respective officers, employees, auditors, advisors, including legal and accounting advisors, and other representatives to): (i) use all reasonable best efforts to furnish Acquiror and the Financing is funded in full on Sources as promptly as reasonably practicable with: (A) (1) audited balance sheets of the Compression Group Entities as of December 31, 2017 and 2016 and each subsequent fiscal year ended at least 75 days before the Closing Date and (2) the related audited statements of income, changes in accordance with owners’ equity and cash flows for the Commitment Lettersyears ended December 31, the accuracy of the representations set forth in Article III 2017, 2016 and the performance by the Company 2015 and its Affiliates of their respective obligations under this Agreement, including the obligations set forth in Section 6.09, Section 6.11 and Section 6.12, Parent and Merger Sub will have, each subsequent fiscal year ended at the Closing, sufficient funds to satisfy all of the obligations of Parent and Merger Sub hereunder and to consummate the Transactions, including payment of the aggregate Merger Consideration, the Option Payments, the RSU Payments and all related fees and expenses under this Agreement, the Commitment Letter and the Fee Letter, in each case, that are due and payable on least 75 days before the Closing Date (collectively, the “Required AmountAudited Financial Statements”); (B) the unaudited balance sheet and the related unaudited statements of income, changes in owners’ equity and cash flows as of and for each subsequent fiscal quarter ended at least 40 days before the Closing Date (other than the fourth fiscal quarter of any fiscal year), and (C) information reasonably necessary for Acquiror to prepare (1) a pro forma statement of income for the most recently completed fiscal year for which audited financial statements have been provided pursuant to Clause (A), (2) a pro forma statement of income for the latest interim period (and the comparative period of the prior year) covered by the financial statements in clause (B) and (3) a pro forma combined balance sheet as of the later of (x) December 31, 2017 and (y) the last day of the most recently completed fiscal quarter pursuant to the foregoing clause (B) and a pro forma combined statement of income for the 12-month period ending on the last day of the most recently completed four-fiscal quarter period for which financial statements are required to be delivered pursuant to the foregoing clause (B), in each case, prepared after giving effect to the transactions contemplated hereby, in each case of the foregoing clauses (A) and (B) prepared in accordance with GAAP and Regulation S-X, and at the sole expense of ETP on behalf of the Contributor Parties (with all such financial statements and information in clauses (A), (B) and (C) above, together with (x) information referred to in Section 5.15(a)(ii) above and (y) authorization letters referred to in Section 5.15(a)(vi) above, the “Required Information”); (ii) use all reasonable best efforts to cause the ETP Accounting Firm to provide a letter or letters containing statements and information of the type customarily included in accountants’ “comfort letters” (including customary “negative assurance”) to underwriters or initial purchasers with respect to financial statements and certain financial information used in connection with the Acquisition Financing, which the ETP Accounting Firm would be prepared to issue at the time of pricing and at closing of any Acquisition Financing that is in the form of debt securities upon completion of customary procedures; (iii) provide customary representation letters and other authorizations or information to the ETP Accounting Firm, to enable them to provide the foregoing “comfort letters”; (iv) use all reasonable best efforts to obtain the consent of the ETP Accounting Firm for the inclusion of its reports on the Compression Group Entities in any offering document or documents to be used in connection with an Acquisition Financing; (v) cause the appropriate officers of the Compression Group Entities to execute and deliver any definitive financing documents, including pledge and security documents, guarantees, customary officer’s certificates or other certificates (including a certificate of the chief financial officers (or other comparable officers) of the Compression Group Entities with respect to solvency of the Compression Group Entities (after giving effect to the transactions contemplated hereby) on a consolidated basis), instruments, copies of any existing surveys, UCC financing statements, filings, security agreements, control agreements, title insurance and other matters ancillary to, or required in connection with the Acquisition Financing or documents and back-up therefor; (vi) use all reasonable best efforts to obtain customary legal opinions as may reasonably be requested by Acquiror or Financing Sources for delivery at the consummation of an Acquisition Financing; (vii) furnish Acquiror and the Financing Sources promptly, and, in any event, at least five Business Days prior to the Closing Date, with all documentation and other information that any of the Financing Sources has requested in writing at least ten Business Days prior to the Closing Date and that such Financing Source has reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act; (viii) cooperate with Acquiror and Acquiror’s efforts to obtain corporate and facilities ratings; and (ix) cooperate with Acquiror to arrange an Acquisition Financing and satisfy the conditions precedent to the Acquisition Financing to the extent within the control of the Contributor Parties and their Affiliates, provided, however, that prior to the Closing, the Compression Group Entities shall not be required to pay any commitment or other similar fee or expense or incur any other liability (other than pursuant to this Agreement) in connection with an Acquisition Financing; provided, further, that the effectiveness of any documentation (including any definitive financing documents or other certificates, but excluding any authorization letters referred to in Section 5.15(a)(vi) above) executed by any Compression Group Entity shall be subject to the consummation of the Closing. (c) In no Acquiror shall, and shall cause its Affiliates to (i) except as otherwise contemplated by this Agreement, promptly upon request by the Contributor Parties, reimburse the Contributor Parties for all reasonable and documented out-of-pocket costs incurred by the Contributor Parties or any Compression Group Entity in connection with the cooperation provided for in Section 5.15(a) and Section 5.15(b) (such reimbursement to be made promptly and in any event shall within seven Business Days of delivery of reasonably acceptable documentation evidencing such expenses) and (ii) indemnify and hold harmless the receipt Contributor Parties and their Affiliates and their counsel, financial advisors, auditors and other authorized representatives from and against any and all Losses suffered or availability incurred by them in connection with the efforts to arrange an Acquisition Financing and any information utilized in connection therewith (other than information provided by the Contributor Parties or Compression Group Entities), in each case except to the extent (x) suffered or incurred as a result of any funds such indemnitee’s, or financing such indemnitee’s respective Representative’s, gross negligence, bad faith, willful misconduct or material breach of this Agreement or (including the Financingy) with respect to any material misstatement or omission in information provided hereunder by Parent or any of the foregoing Persons. All materials and information obtained by Acquiror pursuant this Section 5.15 may be shared with the Financing Sources; provided that all non-public or otherwise confidential information regarding the Compression Business obtained by Acquiror, its Affiliates or their respective counsel, financial advisors, auditors and other authorized representatives pursuant to this Section 5.15 shall be kept confidential in accordance with the Confidentiality Agreement, except that Acquiror shall be permitted to disclose such information to potential sources of capital, Financing Sources, to underwriters and rating agencies to the extent necessary to consummate the Acquisition Financing. The Contributor Parties hereby consent to the use of their logos, names and marks in connection with the Acquisition Financing; provided, that such names, marks and logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Contributor Parties, their Affiliates, the Compression Group Entities or the Compression Business. (d) Notwithstanding anything in this Agreement to the contrary, the Acquisition Financing shall not be deemed to operate in any other financing or other transactions be way as a condition to any the obligation of Parent’s or Merger Sub’s Acquiror to consummate the Closing, except to the extent that the failure by the Contributor Parties to perform and comply in all material respects with their covenants, agreements and obligations under pursuant to this AgreementSection 5.15 results in the failure of the condition set forth in Section 6.2(b). (e) Notwithstanding anything in this Section 5.15 to the contrary, the Contributor Parties shall not be obligated to furnish Acquiror and the Financing Sources with the Audited Financial Statements until March 1, 2018.

Financing. (a) Concurrently with the execution and delivery of this Agreement, Parent has delivered to the Company a debt commitment letter from true, complete and correct copy of an executed Commitment Letter (including all exhibits, annexes, schedules and term sheets and the lenders party executed fee letters attached thereto or contemplated thereby, the “Commitment Letter”) (provided that provisions in the fee letters or Commitment Letter relating solely to fees and economic terms agreed to by the parties may be redacted (none of which redacted provisions adversely affect the availability of or impose additional conditions on, the availability of the Debt Financing at the Closing)), dated as of April 15, 2018 (such Commitment Letter as the same may be amended or replaced pursuant to, and in accordance with the terms and conditions of, Section 6.18, is referred to herein as the “Debt Financing Commitment”), among Parent and JPMorgan Chase Bank, N.A., as lender (the “Committed LendersLender”), pursuant to which, among other things, Lender has agreed, subject to the terms and conditions of the Debt Financing Commitment, to provide or cause to be provided, the financing commitments specified therein, the proceeds of which (including proceeds of any notes offering contemplated thereby) are to be used to fund the Parent Merger Consideration, refinance outstanding Indebtedness of the Company and pay transaction fees and expenses. The financing commitments contemplated under the arrangers party theretoDebt Financing Commitment, dated as amended or replaced in compliance with Section 6.18, are referred to herein, individually and collectively, as the “Debt Financing”. The satisfaction of the Debt Financing Conditions do not and shall not conflict with the conditions set forth in Sections 7.1, 7.2, and 7.3 hereof. Parent has fully paid any and all commitment fees or other fees in connection with the Debt Financing Commitment that are payable on or prior to the date hereof and, to the Knowledge of Parent, the Debt Financing Commitment is, as of the date hereof, addressed to Parent (including all annexes, exhibits, schedules and other attachments thereto, and as replaced, amended, supplemented, modified or waived after the date hereof in compliance with Section 6.09, the “Commitment Letter” and the financing contemplated thereby, the “Financing”), pursuant to which the Committed Lenders have committed, on the terms and subject to the conditions set forth therein, to lend the amounts set forth therein for the purpose of funding the Transactions. As of the date hereof, the Commitment Letter has been accepted by Parent, is in full force and effect and has not been withdrawn or terminated or otherwise amended or modified in any respect; provided that the existence or exercise of “market flex” provisions contained in the Fee Letter (as defined below) shall not constitute an amendment or modification to the effect. The Debt Financing Commitment Letter. As of the date hereof, the Commitment Letter, in the form so delivered, is a legal, valid and binding obligation of Parent and, to the Knowledge of Parent, the other parties thereto. The Debt Financing Commitment (or any Debt Financing contemplated thereunder) has not been or will not be amended or modified, and is enforceable against each party thereto in accordance with its terms, in each case except as limited by Laws affecting consistent with Section 6.18, and, as of the enforcement of creditors’ rights generally date hereof, the Debt Financing Commitment has not been withdrawn or by general equitable principlesrescinded in any respect. As of the date hereof, there are no other legally binding agreements, side letters or arrangements relating to the Financing (other than the Commitment Letter, the fee letter and fee credit letter relating to the Commitment Letter, true and complete copies of which have been provided to the Company, with only the existence and/or amount of fees, fee credits, “market flex” terms, pricing terms, pricing caps and other commercially sensitive information specified therein redacted, none of which redacted terms, individually or in the aggregate, would reduce the amount of the Financing below an amount necessary to make all payments required by this Agreement or adversely affect the conditionality, availability or termination of the Financing or materially delay or prevent the Closing or make the funding of the Financing less likely to occur (“Permissible Redacted Terms”i) (such letters, the “Fee Letter”)) among the parties thereto. As of the date hereof, and (in the case of clause (ii) below) assuming the accuracy of the representations set forth in Article III, no event has occurred, and there is no condition or circumstance existing, occurred which, with or without notice, lapse of time or both, would or would reasonably be likely to (i) constitute a default or breach on the part of Parent, Merger Sub or, to the Knowledge of Parent, any other party thereto, Parent under the Commitment Letter or Debt Financing Commitment, and (ii) result subject to the Acquisition Agreement Representations (as defined in the Commitment Letter, without giving effect to any portion of the Financing modifications thereto) being unavailable on the Closing Date. As true and correct in all material respects as of the date hereof, there are no conditions precedent or other contingencies related but only to the funding extent that the failure of the full amount Acquisition Agreement Representations to be true and correct in all material respects gives Parent and Gamma the right to terminate their respective obligations contained in this Agreement, the performance by the Company and its Subsidiaries of their obligations contained in this Agreement and the satisfaction of the Financing (including any “market flex” provisions), other than as expressly conditions set forth in the Commitment Letter Section 7.1 and the Fee Letter. Parent and Merger Sub have fully paid, or caused to be fully paid, any and all commitment fees or other amounts that are due and payable by Parent or Merger Sub on or prior to the date of this Agreement pursuant to the Commitment Letter or otherwise in connection with the Financing. As of the date Section 7.2 hereof, no party to any Commitment Letter has any right to impose, and Parent and Merger Sub do not have an obligation to accept, (A) any condition precedent to the funding of the Financing other than as expressly set forth in or contemplated by the Commitment Letter and the Fee Letter or (B) any reduction to the aggregate amount available under the Commitment Letter at Closing (nor any term or condition that would have the effect of reducing the aggregate amount available under the Commitment Letter at Closing) to an amount that would be insufficient for Parent and Merger Sub to consummate the Transactions, including payment of the Required Amount. As of the date hereof, and assuming the accuracy of the representations set forth in Article III, each of Parent and Merger Sub, as applicable, has no reason to believe that it will be unable to satisfy on a timely basis (taking into account the timing any material term or condition of the Marketing Period) any of the terms or conditions to funding closing to be satisfied by it contained in the Debt Financing Commitment Letter. (b) Assuming the Financing is funded in full on or prior to the Closing Date in accordance with the Commitment Letters, the accuracy Date. As of the representations date hereof, there are no conditions precedent related to the funding of the full amount of the Debt Financing other than as expressly set forth in Article III and the performance by Debt Financing Commitment. As of the Company and its Affiliates date hereof, there are no side letters or other agreements, contracts or arrangements (except for customary fee letters, which do not contain provisions that impose any additional conditions to the funding of their respective obligations under this Agreement, including the obligations Debt Financing not otherwise set forth in Section 6.09, Section 6.11 and Section 6.12, Parent and Merger Sub will have, at the Closing, sufficient funds Debt Financing Commitment) related to satisfy all the funding of the obligations full amount of the Debt Financing. The aggregate proceeds contemplated by the Debt Financing Commitment, together with the available cash of Parent and Merger Sub hereunder and to consummate the Transactions, including payment of the aggregate Merger Consideration, the Option Payments, the RSU Payments and all related fees and expenses under this Agreement, the Commitment Letter and the Fee Letter, in each case, that are due and payable Company on the Closing Date (collectivelyif any), and any Alternative Financing (if any), will be sufficient for Parent and Merger Sub to consummate the “Required Amount”). (c) In no event shall Merger upon the receipt or availability of any funds or financing (including the Financing) terms contemplated by Parent or any of its Affiliates or any other financing or other transactions be a condition to any of Parent’s or Merger Sub’s obligations under this Agreement.

Financing. (a) Concurrently Assuming the satisfaction of the conditions set forth in Section 7.01 and Section 7.02(b), Parent will have available to it at the Closing, sufficient cash, available lines of credit or other sources of immediately available funds to consummate the Merger and to pay the aggregate Merger Consideration to the Exchange Agent and any other amounts required to be paid by Parent in connection with the execution consummation of the transactions contemplated hereby to which it is a party and delivery to pay all related fees and expenses of Parent and Merger Sub, including any repayment or refinancing of any outstanding indebtedness of Parent, the Company, and their respective Subsidiaries contemplated by, or required in connection with the transactions described in, this AgreementAgreement or the Commitment Letter (such amounts, the “Merger Amounts”), and there is no restriction on the use of such cash, available lines of credit or other sources of immediately available funds for such purposes. Parent has accepted and delivered to the Company a debt true, complete and correct copy, including all exhibits, schedules or amendments thereto, of the fully executed commitment letter from the lenders party thereto (the “Committed Lenders”) and the arrangers party theretoletter, dated as of the date hereof, addressed from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc. (the “Commitment Parties”) to Parent (including all annexes, exhibits, schedules and other attachments thereto, and as replaced, amended, supplemented, modified or waived after the date hereof in compliance with Section 6.09, the “Commitment Letter” and the financing contemplated thereby, the “Financing”), pursuant to which the Committed Lenders Commitment Parties have committed, on upon the terms and subject to the conditions set forth thereintherein (subject to any “market flex” provisions included in the fee letters dated the date hereof referred to therein (collectively, the “Fee Letter”), true and complete copies of each of which have been delivered to the Company redacted only with respect to fees, economic terms, pricing caps, “market flex” and other provisions that are customarily redacted in connection with transactions of this type and that would not in any event adversely affect the conditionality, enforceability, availability, termination or amount of the Financing), to lend provide the amounts financing set forth therein for in the purpose of funding Commitment Letter (the Transactions“Financing”). The Financing, when funded in accordance with the Commitment Letter and giving effect to any “market flex” provision in or related to the Commitment Letter (including with respect to fees and original issue discount), shall provide Parent with cash proceeds on the Closing Date in an amount at least equal to the Merger Amounts As of the date hereofof this Agreement, the Commitment Letter has not been accepted by amended or modified in any manner prior to the date of this Agreement (nor is any such amendment or modification contemplated except (i) to add additional commitment parties as expressly contemplated in the Commitment Letter or (ii) to include commitments with respect to a revolving credit facility (or an amendment of Parent’s existing revolving credit facility)), and the respective commitments contained in the Commitment Letter have not been withdrawn, terminated or rescinded in any respect. Neither Parent nor Merger Sub has entered into any agreement, side letter, contract or other understandings or arrangement relating to the Financing other than as set forth in the Commitment Letter and the Fee Letter or as permitted under Section 6.11. The Commitment Letter is in full force and effect and has not been withdrawn or terminated or otherwise amended or modified in any respect; provided that the existence or exercise of “market flex” provisions contained in the Fee Letter (as defined below) shall not constitute an amendment or modification to the Commitment Letter. As of the date hereofrepresents a valid, the Commitment Letter, in the form so delivered, is a legal, valid binding and binding enforceable obligation of Parent and, to the Knowledge of ParentParent and Merger Sub, a valid, binding and enforceable obligation of the other parties theretoCommitment Parties, and is enforceable against each party thereto to provide the financing contemplated thereby subject only to the satisfaction or waiver of the conditions precedent set forth in accordance with its termsthe Commitment Letter and, in each case except as case, subject to the qualification that such enforceability may be limited by Laws bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting the enforcement rights of creditors’ rights generally creditors or by general equitable principlesprinciples of equity. Parent has fully paid (or caused to be paid) any and all commitment fees and other amounts, if any, that are due and payable on or prior to the date of this Agreement in connection with the Financing. As of the date hereofof this Agreement, there are no other legally binding agreements, side letters or arrangements relating to the Financing (other than the Commitment Letter, the fee letter and fee credit letter relating to the Commitment Letter, true and complete copies of which have been provided to the Company, with only the existence and/or amount of fees, fee credits, “market flex” terms, pricing terms, pricing caps and other commercially sensitive information specified therein redacted, none of which redacted terms, individually or in the aggregate, would reduce the amount of the Financing below an amount necessary to make all payments required by this Agreement or adversely affect the conditionality, availability or termination of the Financing or materially delay or prevent the Closing or make the funding of the Financing less likely to occur (“Permissible Redacted Terms”) (such letters, the “Fee Letter”)) among the parties thereto. As of the date hereof, and (in the case of clause (ii) below) assuming the accuracy of the representations and warranties of the Company set forth in Article IIIIII such that the condition set forth in Section 7.02(a) is satisfied, the performance by the Company of its obligations under this Agreement such that the condition set forth in Section 7.02(b) is satisfied, and the satisfaction of the conditions set forth in Section 7.01, and assuming completion of the Marketing Period, no event has occurred, and there is no condition or circumstance existing, occurred which, with or without notice, lapse of time or both, would or would reasonably be likely expected to (i) constitute a breach or default or breach on the part of Parent, Merger Sub or, to the Knowledge of ParentParent or Merger Sub, any other party thereto, thereto under the Commitment Letter or (ii) result in any portion of the Financing being unavailable on the Closing DateLetter. As of the date hereofof this Agreement, there assuming the accuracy of the representations and warranties set forth in Article III such that the condition set forth in Section 7.02(a) is satisfied, the performance by the Company of its obligations under this Agreement such that the condition set forth in Section 7.02(b) is satisfied, and the satisfaction of the conditions set forth in Section 7.01, and assuming completion of the Marketing Period, neither Parent nor Merger Sub has any reason to believe that Parent will be unable to satisfy on a timely basis any of the conditions to the Financing to be satisfied pursuant to the Commitment Letter on or prior to the Closing Date, nor does Parent have Knowledge that any of the Financing Sources will not perform its obligations thereunder. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing (including pursuant to any “market flex” provisionsprovisions included in the Fee Letter), other than as the conditions precedent expressly set forth in the Commitment Letter and delivered to the Fee LetterCompany on the date hereof. Parent and Merger Sub have fully paid, or caused to be fully paid, any understand and all commitment fees or other amounts acknowledge that are due and payable by Parent or Merger Sub on or prior to under the date terms of this Agreement pursuant to the Commitment Letter or otherwise in connection with the Financing. As of the date hereofAgreement, no party to any Commitment Letter has any right to impose, and Parent Parent’s and Merger Sub do not have an obligation to accept, (A) any condition precedent to the funding of the Financing other than as expressly set forth in or contemplated by the Commitment Letter and the Fee Letter or (B) any reduction to the aggregate amount available under the Commitment Letter at Closing (nor any term or condition that would have the effect of reducing the aggregate amount available under the Commitment Letter at Closing) to an amount that would be insufficient for Parent and Merger Sub Sub’s obligations to consummate the Transactions, including payment of the Required Amount. As of the date hereof, and assuming the accuracy of the representations set forth Merger are not in Article III, each of Parent and Merger Sub, as applicable, has no reason any way contingent upon or otherwise subject to believe that it will be unable to satisfy on a timely basis (taking into account the timing of the Marketing Period) any of the terms or conditions to funding to be satisfied by it contained in the Commitment Letter. (b) Assuming the Financing is funded in full on the Closing Date in accordance with the Commitment Letters, the accuracy of the representations set forth in Article III and the performance by the Company and its Affiliates of their respective obligations under this Agreement, including the obligations set forth in Section 6.09, Section 6.11 and Section 6.12, Parent and Merger Sub will have, at the Closing, sufficient funds to satisfy all of the obligations of Parent and Merger Sub hereunder and to consummate the Transactions, including payment of the aggregate Merger Consideration, the Option Payments, the RSU Payments and all related fees and expenses under this Agreement, the Commitment Letter and the Fee Letter, in each case, that are due and payable on the Closing Date (collectively, the “Required Amount”). (c) In no event shall the receipt or availability of any funds or financing (including the Financing) by Parent or any of its Affiliates or any other financing or other transactions be a condition to any of Parent’s or Merger Sub’s obligations under this Agreementconsummation of any financing arrangements, Parent’s or Merger Sub’s obtaining of any financing or the availability, grant, provision or extension of any financing to Parent or Merger Sub.

Financing. (a) Concurrently with As of the execution and delivery date of this Agreement, Parent has delivered to the Company a debt commitment letter from true, complete and correct copies of the lenders party thereto fully executed Commitment Letter and the fully executed Fee Letter executed in connection with the Financing (with only fee amounts, dates and certain other economic terms, including in respect of the “Committed Lenders”market flex” and “securities demand” provisions, redacted) and (none of which would adversely affect the arrangers party thereto, dated as amount or availability of the date hereof, addressed to Parent (including all annexes, exhibits, schedules and Financing other attachments thereto, and as replaced, amended, supplemented, modified or waived after the date hereof in compliance with Section 6.09, the “Commitment Letter” and the financing contemplated thereby, the “Financing”than through original issue discount), pursuant to which the Committed Lenders have committed, on the terms and subject to the conditions set forth therein, to lend the amounts set forth therein for the purpose of funding the Transactions. As of the date hereof, the Commitment Letter has been accepted by Parent, is in full force and effect and has not been withdrawn or terminated or otherwise amended or modified in any respect; provided that constitutes the existence or exercise of “market flex” provisions contained in the Fee Letter (as defined below) shall not constitute an amendment or modification to the Commitment Letter. As of the date hereof, the Commitment Letter, in the form so delivered, is a legal, valid valid, binding and binding obligation enforceable obligations of Parent and, to the Knowledge of Parent, the other parties theretothereto (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and is enforceable against each party thereto in accordance with its terms, in each case except as limited by Laws other laws affecting the enforcement of creditors’ rights generally or by and general equitable principlesprinciples of equity). As of the date hereof, there the Commitment Letter and Fee Letter have not been amended or modified in any respect and, to the Knowledge of Parent, the commitments in the Commitment Letter have not been withdrawn or terminated. There are no other legally binding agreements, side letters or arrangements relating conditions precedent to the funding of the full amount of the Financing (other than on the terms set forth in the Commitment Letter, Letter (as such terms may be altered in accordance with the fee letter and fee credit letter relating to the Commitment Letter, true and complete copies of which have been provided to the Company, with only the existence and/or amount of fees, fee credits, “market flex” terms, pricing terms, pricing caps and other commercially sensitive information specified therein redacted, none of which redacted terms, individually or provisions set forth in the aggregate, would reduce Fee Letter executed in connection with the amount of Financing) other than as expressly set forth in the Financing below an amount necessary to make all payments required by this Agreement or adversely affect the conditionality, availability or termination of the Financing or materially delay or prevent the Closing or make the funding of the Financing less likely to occur (“Permissible Redacted Terms”) (such letters, the “Fee Commitment Letter”)) among the parties thereto. As of the date hereof, and (in the case of clause (ii) below) assuming the accuracy of the representations set forth in Article III, no event has occurred, and there is no condition or circumstance existing, whichoccurred that, with or without notice, lapse of time or both, would or would reasonably be likely to (i) constitute a default or breach on the part of Parent, Merger Sub by Parent or, to the Knowledge of Parent, any other party theretothereto under the Commitment Letter. Subject to the terms and conditions of the Commitment Letter, as of the date hereof, assuming satisfaction of the conditions set forth in Section 8.1 and Section 8.2, the aggregate proceeds to be disbursed pursuant to the agreements contemplated by the Commitment Letter, together with other financial resources of Parent, including its cash on hand and marketable securities, and cash on hand of the Company and its Subsidiaries, will, in the aggregate, be sufficient to fund the Cash Consideration, the cash payable to holders of Company RSU Awards, pursuant to Section 1.8, the payment of any debt required to be repaid, redeemed, retired, canceled, terminated or otherwise satisfied or discharged in connection with the Combination as of the date hereof (including all Indebtedness of the Company and its Subsidiaries required to be repaid, redeemed, retired, canceled, terminated or otherwise satisfied or discharged in connection with the Combination, including premiums and fees incurred in connection therewith (the “Required Indebtedness”)), and all other fees and expenses incurred by Parent, Merger Sub 1 and Merger Sub 2 in connection with the Combination and the other transactions contemplated hereby. Assuming the satisfaction of the conditions set forth in Sections 8.1 and 8.2, if the Closing were to occur on the date hereof, the incurrence of the indebtedness contemplated by the Commitment Letter to be incurred on the Closing Date, including the liens and guarantees provided in connection therewith as set forth in the Commitment Letter, and the consummation of the transactions contemplated by this Agreement would not result in a default or event of default under the Parent Existing Notes or the indenture governing the Parent Existing Notes. As of the date hereof, assuming satisfaction of the conditions set forth in Sections 8.1 and 8.2, Parent has no reason to believe that either it or any other party will be unable to satisfy on a timely basis any condition of the Financing under the Commitment Letter or (ii) result in any portion of related Fee Letter or that the Financing being unavailable contemplated by the Commitment Letter will not be made available to Parent on the Closing Date. As of the date hereofof this Agreement, other than the Commitment Letter and Fee Letter, there are no conditions precedent other letters, agreements or understandings (other contingencies related to than customary non-disclosure agreements and diligence non-reliance letters) between Parent, on the funding of the full amount of one hand, and the Financing (including any “market flex” provisions)Sources, on the other than as expressly set forth in hand, that could have an Adverse Effect on the Commitment Letter and the Fee LetterFinancing. Parent has fully paid all fees and Merger Sub have fully paid, or caused expenses and other amounts required to be fully paid, any and all commitment fees or other amounts that are due and payable by Parent or Merger Sub paid on or prior to the date of this Agreement pursuant to the Commitment Letter or otherwise in connection with the Financing. As of the date hereof, no party to any Commitment Letter has any right to impose, and Parent and Merger Sub do not have an obligation to accept, (A) any condition precedent to the funding of the Financing other than as expressly set forth in or contemplated by the Commitment Letter and the Fee Letter or (B) any reduction to the aggregate amount available under the Commitment Letter at Closing (nor any term or condition that would have the effect of reducing the aggregate amount available under the Commitment Letter at Closing) to an amount that would be insufficient for Parent and Merger Sub to consummate the Transactions, including payment of the Required Amount. As of the date hereof, and assuming the accuracy of the representations set forth in Article III, each of Parent and Merger Sub, as applicable, has no reason to believe that it will be unable to satisfy on a timely basis (taking into account the timing of the Marketing Period) any of the terms or conditions to funding to be satisfied by it contained in the Commitment Letter. (b) Assuming the Financing is funded in full on the Closing Date in accordance with the Commitment Letters, the accuracy of the representations set forth in Article III and the performance by the Company and its Affiliates of their respective obligations under this Agreement, including the obligations set forth in Section 6.09, Section 6.11 and Section 6.12, Parent and Merger Sub will have, at the Closing, sufficient funds to satisfy all of the obligations of Parent and Merger Sub hereunder and to consummate the Transactions, including payment of the aggregate Merger Consideration, the Option Payments, the RSU Payments and all related fees and expenses under this Agreement, the Commitment Letter and the Fee Letter, in each case, that are due and payable on the Closing Date (collectively, the “Required Amount”). (c) In no event shall the receipt or availability of any funds or financing (including the Financing) by Parent or any of its Affiliates or any other financing or other transactions be a condition to any of Parent’s or Merger Sub’s obligations under this Agreement.

Financing. (a) Concurrently with the execution and delivery of this Agreement, Parent has delivered to the Company a debt true, correct and complete copies of the executed commitment letter from the lenders party thereto (the “Committed Lenders”) and the arrangers party theretoletter, dated as of the date hereof, addressed to Parent from Bank of America, N.A., JPMorgan Chase Bank, N.A., Jefferies Finance LLC, ▇▇▇▇▇ and Company, LLC and ▇▇▇▇▇ Structured Holdings, Inc. (including together with all exhibits, annexes, exhibits, schedules and other attachments thereto, and as replaced, amended, supplemented, modified or waived after including the date hereof in compliance with Section 6.09Fee Letter relating thereto, the “Debt Commitment Letter” and the financing contemplated thereby, the “Financing”), pursuant to which the Committed Lenders have committedwhich, on the terms and subject to the terms and conditions set forth thereinthereof, the lenders party thereto have committed to lend the amounts set forth therein to Horizon Pharma, Inc., or another Subsidiary of Parent (as applicable, “Borrower”), for the purpose of funding financing the Transactions. As transactions contemplated by this Agreement (such financing, the “Debt Financing”); provided that the Fee Letter shall have been redacted with respect to fees and other provisions that do not affect the conditionality of the Debt Financing. (b) The Debt Commitment Letter is, as of the date hereof, the Commitment Letter has been accepted by Parent, is in full force and effect and has not been withdrawn or withdrawn, terminated or rescinded in any respect or otherwise amended amended, supplemented or modified in any respect; provided that , and, to the existence or exercise Knowledge of “market flex” provisions contained in the Fee Letter (as defined below) shall not constitute an amendment Parent, no such withdrawal, termination, rescission, amendment, supplement or modification is presently contemplated by Parent, Borrower or Merger Sub (other than amendments or modifications that are permitted by Section 6.16(b)). The Debt Commitment Letter is a legal, valid and binding obligation of Borrower and, to the Knowledge of Merger Sub and Parent, the other parties thereto. Except for the Debt Commitment Letter and the engagement letter entered into in connection therewith (which letter does not modify or amend the terms of the Debt Commitment Letter), as of the date hereof, there are no side letters or other agreements, contracts or arrangements relating to the Debt Financing or the Debt Commitment Letter. As of the date hereof, the Commitment Letter, in the form so delivered, is a legal, valid and binding obligation of Parent and, to the Knowledge of Parent, the other parties thereto, and is enforceable against each party thereto in accordance with its terms, in each case except as limited by Laws affecting the enforcement of creditors’ rights generally or by general equitable principles. As of the date hereof, there are no other legally binding agreements, side letters or arrangements relating to the Financing (other than the Commitment Letter, the fee letter and fee credit letter relating to the Commitment Letter, true and complete copies of which have been provided to the Company, with only the existence and/or amount of fees, fee credits, “market flex” terms, pricing terms, pricing caps and other commercially sensitive information specified therein redacted, none of which redacted terms, individually or in the aggregate, would reduce the amount of the Financing below an amount necessary to make all payments required by this Agreement or adversely affect the conditionality, availability or termination of the Financing or materially delay or prevent the Closing or make the funding of the Financing less likely to occur (“Permissible Redacted Terms”) (such letters, the “Fee Letter”)) among the parties thereto. As of the date hereof, and (in the case of clause (ii) below) assuming the accuracy of the representations set forth in Article III, no event has occurred, and there is no condition or circumstance existing, occurred which, with or without notice, lapse of time or both, would or would reasonably be likely to (i) constitute a default or breach on the part of ParentBorrower, Merger Sub oror Parent and (in the case of the Debt Commitment Letter only, to the Knowledge of Merger Sub and Parent, ) any of the other party parties thereto, under any term of the Debt Commitment Letter or (ii) result in any portion of the Financing being unavailable on the Closing Date. As of the date hereof, there are no conditions precedent or other contingencies related to the funding of the full amount of the Financing (including any “market flex” provisions), other than as expressly set forth in the Commitment Letter and the Fee Letter. provided that Parent and Merger Sub are not making any representation or warranty regarding the effect of any inaccuracy of the representations and warranties set forth in Article III, or the Company’s compliance with its obligations under the terms of this Agreement). Borrower, Merger Sub and Parent have fully paid, or caused to be fully paid, paid any and all commitment fees or other amounts that are due and payable fees or deposits required by Parent or Merger Sub the Debt Commitment Letter to be paid on or prior to the date of this Agreement pursuant to the Commitment Letter or otherwise in connection with the Financing. As of before the date hereof, no party to any . Assuming (i) the Debt Financing is funded in accordance with the Debt Commitment Letter has any right to impose, and Parent and Merger Sub do not have an obligation to acceptLetter, (Aii) any condition precedent to the funding of the Financing other than as expressly set forth in or contemplated by the Commitment Letter and the Fee Letter or (B) any reduction to the aggregate amount available under the Commitment Letter at Closing (nor any term or condition that would have the effect of reducing the aggregate amount available under the Commitment Letter at Closing) to an amount that would be insufficient for Parent and Merger Sub to consummate the Transactions, including payment of the Required Amount. As of the date hereof, and assuming the accuracy of the representations and warranties set forth in Article III, each (iii) the satisfaction of Parent and the conditions to Parent’s obligation to consummate the Offer and/or the Merger Sub, (as applicable), has no reason to believe that it will be unable to satisfy on a timely basis and (taking into account the timing of the Marketing Periodiv) any of the terms or conditions to funding to be satisfied by it contained in the Commitment Letter. (b) Assuming the Financing is funded in full on the Closing Date in accordance with the Commitment Letters, the accuracy of the representations set forth in Article III and the performance by the Company and of its Affiliates of their respective obligations under this Agreement, including the obligations set forth in Section 6.09, Section 6.11 and Section 6.12, Parent and Merger Sub will have, at the Closing, sufficient funds to satisfy all aggregate net proceeds of the obligations Debt Financing, together with Parent’s consolidated cash, will be sufficient for the acquisition of Parent all Company Shares pursuant to the Offer and Merger Sub hereunder and the Merger, as the case may be, to consummate the Transactions, including payment of the aggregate Merger Consideration, the Option Payments, the RSU Payments and pay all related fees and expenses in connection therewith, to make payments to all holders of outstanding In-the-money Options and Company RSU Awards under this AgreementSection 2.7, the Commitment Letter as applicable, and the Fee Letter, in each case, that are due and payable on the Closing Date (collectively, the “Required Amount”). (c) In no event shall the receipt or availability payment of any funds or financing (including the Financing) all other amounts required to be paid by Parent or any and/or Merger Sub in connection with the consummation of its Affiliates or any other financing or other transactions be a condition to any of Parent’s or Merger Sub’s obligations under this Agreementthe transactions.

Financing. Parent has delivered to the Company (ai) Concurrently with a correct and complete fully executed copy of the second amended and restated commitment letter, dated as of June 8, 2014, between Parent, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., ▇.▇. ▇▇▇▇▇▇ Securities LLC and JPMorgan Chase Bank, N.A., including all exhibits, schedules, annexes and amendments to such letter in effect as of the date of the execution and delivery of this Agreement, Parent has delivered to the Company a debt commitment letter from the lenders party thereto (the “Committed Lenders”) and the arrangers party thereto, dated as of the date hereof, addressed to Agreement by Parent (including all annexes, exhibits, schedules and other attachments thereto, and as replaced, amended, supplemented, modified or waived after the date hereof in compliance with Section 6.09, the “Commitment Letter” ”) and (ii) a correct and complete fully executed copy of the fee letter referenced in the Commitment Letter (the “Fee Letter”) (it being understood that such letter has been redacted to omit the fee amounts and the financing contemplated therebyeconomic provisions of the market flex provisions therein). Pursuant to, the “Financing”), pursuant to which the Committed Lenders have committed, on the terms and subject to the terms and conditions set forth thereinof, the Commitment Letter, the lender thereunder has committed to lend the amounts set forth therein (the provision of such funds as set forth therein, but subject to the provisions of Section 6.9, the “Financing”) for the purpose purposes set forth in such Commitment Letter. Neither the Commitment Letter nor the Fee Letter has been amended, restated or otherwise modified or waived prior to the execution and delivery of funding this Agreement by Parent, and the Transactionsrespective commitments contained in the Commitment Letter have not been withdrawn, rescinded, amended, restated or otherwise modified in any respect prior to the execution and delivery of this Agreement by Parent. As of the date hereofexecution and delivery by Parent of this Agreement, the Commitment Letter has been accepted by Parent, is in full force and effect and has not been withdrawn or terminated or otherwise amended or modified in any respect; provided that constitutes the existence or exercise of “market flex” provisions contained in the Fee Letter (as defined below) shall not constitute an amendment or modification to the Commitment Letter. As of the date hereof, the Commitment Letter, in the form so delivered, is a legal, valid and binding obligation of each of Parent and, to the Knowledge of Parent, each of the other parties thereto, and is enforceable against each party thereto in accordance with its termsterms against Parent and, in to the Knowledge of Parent, each case of the other parties thereto, except as limited by Laws affecting the enforcement of creditors’ rights generally or generally, by general equitable principlesprinciples or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be brought. As There are no conditions precedent or contingencies (including pursuant to any “flex” provisions) related to the funding of the date hereof, there are no other legally binding agreements, side letters or arrangements relating full amount of the Financing pursuant to the Financing (Commitment Letter, other than as expressly set forth in the Commitment Letter. Subject to the terms and conditions of the Commitment Letter, the fee letter and fee net proceeds contemplated from the Financing (without taking into account any proceeds of the Parent’s existing revolving credit letter relating to facility or the 364-Day Senior Unsecured Credit Facility contemplated by the Commitment Letter) will, true and complete copies of which have been provided to the Company, with only the existence and/or amount of fees, fee credits, “market flex” terms, pricing terms, pricing caps and other commercially sensitive information specified therein redacted, none of which redacted terms, individually or in the aggregateaggregate and when taken together with Parent’s cash on hand, would reduce be sufficient for the amount satisfaction of all of Parent’s and Merger Sub’s obligations under this Agreement, including the payment of the Financing below an amount necessary to make all payments required by this Agreement or adversely affect consideration in the conditionalityOffer and the Merger Consideration, availability or termination of the Financing or materially delay or prevent the Closing or make the funding of any required refinancings or repayments of any existing Indebtedness of the Financing less likely Company or Parent in connection with the Transactions and the payment of all fees and expenses reasonably expected to occur (“Permissible Redacted Terms”) (such lettersbe incurred by Parent, Merger Sub and the “Fee Letter”)) among Surviving Corporation in connection with the parties theretoTransactions and the Financing. As of the date hereofexecution and delivery of this Agreement by Parent, and (in the case of clause (iii) below) assuming the accuracy of the representations set forth in Article III, no event has occurred, and there is no condition occurred which would constitute a breach or circumstance existing, which, default (or an event which with notice or without notice, lapse of time or both, both would or would reasonably be likely to (i) constitute a default default) or breach result in a failure to satisfy a condition precedent, in each case, on the part of Parent, Merger Sub Parent or, to the Knowledge of Parent, any other party theretoto the Commitment Letter, under the Commitment Letter or Letter, and (ii) result in Parent does not have any portion reason to believe that any of the conditions to the Financing being unavailable will not be satisfied or that the Financing or any other funds necessary for the satisfaction of all of Parent’s and Merger Sub’s obligations under this Agreement and the payment of the required refinancing or repayments of certain existing Indebtedness and of all fees and expenses reasonably expected to be incurred in connection herewith will not be available to Parent on the Closing Date. As of the date hereof, there are no conditions precedent or other contingencies related to the funding of the full amount of the Financing (including any “market flex” provisions), other than as expressly set forth in the Commitment Letter and the Fee Letter. Parent and Merger Sub have has fully paid, or caused to be fully paid, any and paid all commitment fees or other amounts that are due and payable by Parent or Merger Sub fees to the extent required to be paid on or prior to the date of the execution and delivery of this Agreement pursuant to the Commitment Letter or otherwise by Parent in connection with the Financing. As of the date hereof, no party to any Commitment Letter has any right to impose, and Parent and Merger Sub do not have an obligation to accept, (A) any condition precedent to the funding of the Financing other than as expressly set forth in or contemplated by the Commitment Letter and the Fee Letter or (B) any reduction to the aggregate amount available under the Commitment Letter at Closing (nor any term or condition that would have the effect of reducing the aggregate amount available under the Commitment Letter at Closing) to an amount that would be insufficient for Parent and Merger Sub to consummate the Transactions, including payment of the Required Amount. As of the date hereof, and assuming the accuracy of the representations set forth in Article III, each of Parent and Merger Sub, as applicable, has no reason to believe that it will be unable to satisfy on a timely basis (taking into account the timing of the Marketing Period) any of the terms or conditions to funding to be satisfied by it contained in the Commitment Letter. (b) Assuming the Financing is funded in full on the Closing Date in accordance with the Commitment Letters, the accuracy of the representations set forth in Article III and the performance by the Company and its Affiliates of their respective obligations under this Agreement, including the obligations set forth in Section 6.09, Section 6.11 and Section 6.12, Parent and Merger Sub will have, at the Closing, sufficient funds to satisfy all of the obligations of Parent and Merger Sub hereunder and to consummate the Transactions, including payment of the aggregate Merger Consideration, the Option Payments, the RSU Payments and all related fees and expenses under this Agreement, the Commitment Letter and the Fee Letter, in each case, that are due and payable on the Closing Date (collectively, the “Required Amount”). (c) In no event shall the receipt or availability of any funds or financing (including the Financing) by Parent or any of its Affiliates or any other financing or other transactions be a condition to any of Parent’s or Merger Sub’s obligations under this Agreement.

Financing. (a) Concurrently with the execution and delivery of this Agreement, Parent Sequential has delivered to MSLO a true, complete and correct copy of the Company a executed debt commitment letter from the lenders party thereto (the “Committed Lenders”) and the arrangers party theretoletter, dated as of the date hereofhereof between Sequential and GSO Capital Partners, addressed LP (such commitment letter and all fee letters associated therewith, in each case as amended or otherwise modified only to Parent (including all annexesthe extent permitted by this Agreement, exhibitscollectively, schedules and other attachments thereto, and as replaced, amended, supplemented, modified or waived after the date hereof in compliance with Section 6.09, the “Commitment Letter” and the financing contemplated thereby, the “FinancingFinancing Commitments”), pursuant to which the Committed Lenders lenders party thereto have committed, on subject to the terms and subject to the conditions set forth therein, to lend the aggregate principal amounts set forth therein for the purpose purposes of financing the transactions contemplated by this Agreement and related fees and expenses (the “Financing”). As of the date hereof, (a) the Financing Commitments have not been amended, restated or otherwise modified, (b) no amendment, restatement or other modification to the Financing Commitments is contemplated and (c) the respective commitments contained in the Financing Commitments have not been reduced, withdrawn, terminated or rescinded in any respect and, to Sequential’s knowledge, no reduction, withdrawal, termination or rescission is contemplated. Except for the fee letter referenced in the Financing Commitments (a true, complete and correct copy of which has been provided to MSLO, with only fee amounts and certain economic terms of the market flex agreed to by the parties redacted, none of which redacted provisions will adversely affect the availability of, or impose conditions on the availability of, the full amount of the Financing at Closing), there are no side letters or other agreements, Contracts or arrangements related to the funding of the TransactionsFinancing other than as expressly set forth in the Financing Commitments delivered to MSLO on or prior to the date hereof. As of the date hereof, the Commitment Letter has been accepted by Parent, is Financing Commitments are in full force and effect and has not been withdrawn constitute the legal, valid and binding obligation of Sequential, and to the knowledge of Sequential, the other parties thereto, enforceable in accordance with their terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or terminated similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or otherwise amended at law). There are no conditions precedent or modified in other contingencies (including pursuant to any respect; provided that the existence or exercise of “market flex” provisions contained in the Fee Letter (as defined belowrelated fee letter or otherwise) shall not constitute an amendment or modification related to the Commitment Letterfunding of the full amount of the Financing, other than as expressly set forth in the Financing Commitments. As of the date hereof, (i) Sequential is not in default or breach under the Commitment Letter, in the form so delivered, is a legal, valid terms and binding obligation of Parent and, to the Knowledge of Parent, the other parties thereto, and is enforceable against each party thereto in accordance with its terms, in each case except as limited by Laws affecting the enforcement of creditors’ rights generally or by general equitable principles. As of the date hereof, there are no other legally binding agreements, side letters or arrangements relating to the Financing (other than the Commitment Letter, the fee letter and fee credit letter relating to the Commitment Letter, true and complete copies of which have been provided to the Company, with only the existence and/or amount of fees, fee credits, “market flex” terms, pricing terms, pricing caps and other commercially sensitive information specified therein redacted, none of which redacted terms, individually or in the aggregate, would reduce the amount conditions of the Financing below an amount necessary to make all payments required by this Agreement or adversely affect the conditionality, availability or termination of the Financing or materially delay or prevent the Closing or make the funding of the Financing less likely to occur (“Permissible Redacted Terms”) (such letters, the “Fee Letter”)) among the parties thereto. As of the date hereof, Commitments and (in the case of clause (ii) below) assuming the accuracy of the representations set forth in Article III, no event has occurred, and there is no condition or circumstance existing, occurred which, with or without notice, lapse of time or both, would or would reasonably be likely to (i) constitute a default or breach on the part of Parent, Merger Sub Sequential or, to the Knowledge knowledge of ParentSequential, any other party thereto, under the Commitment Letter or terms and conditions of the Financing Commitments and (ii) result Sequential has not received any written notice of such default or event. All commitment and other fees required to be paid on or prior to the date hereof under the Financing Commitments have been paid and, assuming the satisfaction of the conditions precedent to Sequential’s obligations in Section 7.1 and 7.3 hereunder, Sequential does not have any portion reason to believe that it will not be able to satisfy any term or condition of closing of the Financing being unavailable on the Closing Date. As that is required to be satisfied as a condition to availability of the date hereof, there are no conditions precedent Financing or other contingencies related to the funding of that the full amount of the Financing (including any “market flex” provisions)will not be made available to Sequential on the Closing Date and, other than as expressly set forth in the Commitment Letter and the Fee Letter. Parent and Merger Sub have fully paid, or caused to be fully paid, any and all commitment fees or other amounts that are due and payable by Parent or Merger Sub on or prior to the date of this Agreement pursuant to the Commitment Letter or otherwise in connection with the Financing. As of the date hereof, no party Sequential is not aware of the existence of any facts or events that would reasonably be expected to any Commitment Letter has any right to impose, and Parent and Merger Sub do not have an obligation to accept, (A) any condition precedent cause such conditions to the funding Financing not to be satisfied or the full amount of the Financing other than as expressly set forth not to be available. The aggregate proceeds contemplated to be provided under the Financing Commitments, together with Sequential’s existing resources, in or contemplated by the Commitment Letter aggregate, will be sufficient to make all required payments in connection with the MSLO Merger and the Fee Letter or (B) any reduction to the aggregate amount available under the Commitment Letter at Closing (nor any term or condition that would have the effect of reducing the aggregate amount available under the Commitment Letter at Closing) to an amount that would be insufficient for Parent and Merger Sub to consummate the Transactionsother transactions contemplated hereby, including payment of the Required Amount. As MSLO Cash Consideration, any debt required to be repaid, redeemed, retired, cancelled, terminated or otherwise satisfied or discharged in connection with the Mergers (including all indebtedness of MSLO and its Subsidiaries required to be repaid, redeemed, retired, cancelled, terminated or otherwise satisfied or discharged in connection therewith) and all other amounts to be paid pursuant to this Agreement and associated fees, costs and expenses of the date hereofMergers and the other transactions contemplated hereby, and assuming including the accuracy of the representations set forth in Article IIIFinancing, each of Parent and Merger Sub, as applicable, has no reason to believe that it will be unable to satisfy on a timely basis (taking into account the timing of the Marketing Period) any of the terms or conditions to funding to be satisfied by it contained in the Commitment Letter. (b) Assuming the Financing is funded in full on the Closing Date in accordance with the Commitment Letters, the accuracy of the representations set forth in Article III and the performance by the Company and its Affiliates of their respective obligations under this Agreement, including the obligations set forth in Section 6.09, Section 6.11 and Section 6.12, Parent and Merger Sub will have, at the Closing, sufficient funds Date. Sequential affirms that it is not a condition to satisfy all of the obligations of Parent and Merger Sub hereunder and to consummate the Transactions, including payment of the aggregate Merger Consideration, the Option Payments, the RSU Payments and all related fees and expenses under this Agreement, the Commitment Letter and the Fee Letter, in each case, that are due and payable on the Closing Date (collectively, the “Required Amount”). (c) In no event shall the receipt or availability of any funds or financing (including the Financing) by Parent or any of its Affiliates or any other financing or other transactions be a condition to any of Parent’s or Merger Sub’s obligations under this Agreement that it obtain financing for, or related to, any of the transactions contemplated by this Agreement.

Financing. Parent has delivered to the Company a fully executed copy of the commitment letter, dated as of July 15, 2014, between Parent, Bank of America, N.A. and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, including all exhibits, schedules, annexes, attachments and amendments to such letter in effect as of the date of this Agreement and a fully executed copy of the fee letter referenced therein (aprovided that the provisions in any such fee letter related solely to fees and the economic terms of the “market flex” sections thereof agreed to by the parties may be redacted (none of which redacted provisions relate to, or shall adversely affect, the availability or conditionality (either by imposing new or additional conditions or modifying any existing conditions) Concurrently of the Financing at the Closing) (such commitment letter and related term sheets, together with all exhibits, annexes, schedules, amendments and attachments thereto, as amended or otherwise modified only to the extent permitted by this Agreement, collectively, the “Commitment Letter”). Pursuant to, and subject to the terms and conditions of, the Commitment Letter, the lenders thereunder have committed to provide to Parent the aggregate principal amounts set forth therein (the provision of such funds as set forth therein, the “Financing”) for the purposes set forth in such Commitment Letter. The Commitment Letter has not been amended, restated or otherwise modified or waived prior to the execution and delivery of this Agreement, Parent has delivered to the Company a debt commitment letter from the lenders party thereto (the “Committed Lenders”) and the arrangers party theretorespective commitments contained in the Commitment Letter have not been withdrawn, dated as of the date hereofrescinded, addressed to Parent (including all annexes, exhibits, schedules and other attachments thereto, and as replacedterminated, amended, supplementedrestated or otherwise modified in any respect prior to the execution and delivery of this Agreement. There are no side letters or other Contracts or arrangements or understandings to which Parent, modified Merger Sub or waived after any of their Affiliates is a party related to the date hereof in compliance with Section 6.09funding of the full amount of the Financing (except for the fee letter referenced above and any engagement letters or fee discount letters related to the Financing, which will not have an adverse impact on the “Commitment Letter” and funding of the financing contemplated thereby, full amount of the “Financing”), Financing pursuant to which the Committed Lenders have committed, Commitment Letter at or prior to the Closing on the terms and subject to the conditions set forth therein, to lend the amounts set forth therein for the purpose of funding the Transactionsin this Agreement and such Commitment Letter). As of the date hereofexecution and delivery of this Agreement, the Commitment Letter has been accepted by Parent, is in full force and effect and has not been withdrawn or terminated or otherwise amended or modified in any respect; provided that constitutes the existence or exercise of “market flex” provisions contained in the Fee Letter (as defined below) shall not constitute an amendment or modification to the Commitment Letter. As of the date hereof, the Commitment Letter, in the form so delivered, is a legal, valid and binding obligation of Parent Parent, and, to the Knowledge of Parent, the other parties thereto, and is enforceable against each party thereto in accordance with its termsterms against Parent and, in to the Knowledge of Parent, each case of the other parties thereto, except as limited by bankruptcy, insolvency, reorganization or similar Laws affecting the enforcement of creditors’ rights generally or and by general equitable principlesprinciples of equity. As There are no conditions precedent (including pursuant to any “flex” provisions) related to the funding of the date hereof, there are no other legally binding agreements, side letters or arrangements relating to full amount of the Financing (other than the Commitment Letter, the fee letter and fee credit letter relating pursuant to the Commitment Letter, true and complete copies of which have been provided to the Company, with only the existence and/or amount of fees, fee credits, “market flex” terms, pricing terms, pricing caps and other commercially sensitive information specified therein redacted, none of which redacted terms, individually or than as expressly set forth in the aggregateCommitment Letter. Assuming the Financing is funded in accordance with the Commitment Letter, would reduce and together with cash on hand at Parent, the amount Company and their respective Subsidiaries, Parent and Merger Sub will have at and after the Closing funds sufficient for the payment of the Financing below an amount necessary to make all payments required by this Agreement or adversely affect the conditionality, availability or termination aggregate cash portion of the Financing or materially delay or prevent the Closing or make Merger Consideration and any other amounts required to be paid pursuant to Article II hereof, the funding of any required refinancings or repayments of any existing Indebtedness of the Company or Parent or any of their respective Subsidiaries in connection with the Merger and the payment of all fees and expenses required to be paid by Parent, Merger Sub and the Surviving Corporation in connection with this Agreement and the Financing less likely to occur (“Permissible Redacted Terms”) (such letters, the “Fee LetterRequired Amount”)) among the parties thereto. As of the date hereofexecution and delivery of this Agreement, and (in the case of clause (iii) below) assuming the accuracy of the representations set forth in Article III, no event has occurred, and there is no condition occurred which would constitute a breach or circumstance existing, which, default (or an event which with notice or without notice, lapse of time or both, both would or would reasonably be likely to (i) constitute a default default) or breach result in a failure to satisfy a condition precedent, in each case, on the part of Parent, Merger Sub Parent or, to the Knowledge of Parent, any other party theretoto the Commitment Letter, under the Commitment Letter or Letter, and (ii) result in Parent does not have any portion reason to believe that any of the conditions to the Financing being unavailable will not be satisfied or that the Financing will not be available to Parent on the Closing Date. As Each of the date hereof, there are no conditions precedent or other contingencies related to the funding of the full amount of the Financing (including any “market flex” provisions), other than as expressly set forth in the Commitment Letter and the Fee Letter. Parent and Merger Sub have Sub, as applicable, has fully paid, or caused to be fully paid, any and all commitment fees or other amounts that are due and payable by Parent or Merger Sub fees to the extent required to be paid on or prior to the date of this Agreement pursuant to the Commitment Letter or otherwise in connection with the Financing. As of the date hereof, no party to any Commitment Letter has any right to impose, and Parent and Merger Sub do not have an obligation to accept, (A) any condition precedent to the funding of the Financing other than as expressly set forth in or contemplated by the Commitment Letter and the Fee Letter or (B) any reduction to the aggregate amount available under the Commitment Letter at Closing (nor any term or condition that would have the effect of reducing the aggregate amount available under the Commitment Letter at Closing) to an amount that would be insufficient for Parent and Merger Sub to consummate the Transactions, including payment of the Required Amount. As of the date hereof, and assuming the accuracy of the representations set forth in Article III, each of Parent and Merger Sub, as applicable, has no reason to believe that it will be unable to satisfy on a timely basis (taking into account the timing of the Marketing Period) any of the terms or conditions to funding to be satisfied by it contained in the Commitment Letter. (b) Assuming the Financing is funded in full on the Closing Date in accordance with the Commitment Letters, the accuracy of the representations set forth in Article III and the performance by the Company and its Affiliates of their respective obligations under this Agreement, including the obligations set forth in Section 6.09, Section 6.11 and Section 6.12, Parent and Merger Sub will have, at the Closing, sufficient funds to satisfy all of the obligations of Parent and Merger Sub hereunder and to consummate the Transactions, including payment of the aggregate Merger Consideration, the Option Payments, the RSU Payments and all related fees and expenses under this Agreement, the Commitment Letter and the Fee Letter, in each case, that are due and payable on the Closing Date (collectively, the “Required Amount”). (c) In no event shall the receipt or availability of any funds or financing (including the Financing) by Parent or any of its Affiliates or any other financing or other transactions be a condition to any of Parent’s or Merger Sub’s obligations under this Agreement.

Financing. (a) Concurrently Parent is a party to and has accepted a fully executed commitment letter dated November 5, 2021 (together with all exhibits and schedules thereto, the execution “Commitment Letter”), pursuant to which the Financing Entities party thereto have agreed, subject to the terms and delivery of conditions thereof, to provide debt financing in the amounts set forth therein. The debt financing committed pursuant to the Commitment Letter is collectively referred to in this Agreement, Agreement as the “Financing.” Parent has delivered to the Company a debt commitment letter from the lenders party thereto (the “Committed Lenders”) true, complete and the arrangers party thereto, dated as correct copy of the date hereof, addressed to Parent (including all annexes, exhibits, schedules and other attachments thereto, and as replaced, amended, supplemented, modified or waived after the date hereof in compliance with Section 6.09, the “fully executed Commitment Letter” and the financing contemplated thereby, the “Financing”), pursuant to which the Committed Lenders have committed, on the terms and subject to the conditions set forth therein, to lend the amounts set forth therein for the purpose of funding the Transactions. As of the date hereof, the Commitment Letter has been accepted by Parent, is in full force and effect and has not been withdrawn or terminated or otherwise amended or modified in any respect; provided that the existence or exercise of “market flex” provisions contained in the Fee Letter . (as defined belowb) shall not constitute an amendment or modification to the Commitment Letter. As of the date hereof, the Commitment Letter, in the form so delivered, is a legal, valid and binding obligation of Parent and, to the Knowledge of Parent, the other parties thereto, and is enforceable against each party thereto in accordance with its terms, in each case except as limited by Laws affecting the enforcement of creditors’ rights generally or by general equitable principles. As of the date hereof, there are no other legally binding agreements, side letters or arrangements relating to the Financing (other than the Commitment Letter, the fee letter and fee credit letter relating to the Commitment Letter, true and complete copies of which have been provided to the Company, with only the existence and/or amount of fees, fee credits, “market flex” terms, pricing terms, pricing caps and other commercially sensitive information specified therein redacted, none of which redacted terms, individually or in the aggregate, would reduce the amount of the Financing below an amount necessary to make all payments required by this Agreement or adversely affect the conditionality, availability or termination of the Financing or materially delay or prevent the Closing or make the funding of the Financing less likely to occur (“Permissible Redacted Terms”) (such letters, the “Fee Letter”)) among the parties thereto. As of the date hereof, and (in the case of clause (ii) below) assuming the accuracy of the representations set forth in Article III, no event has occurred, and there is no condition or circumstance existing, which, with or without notice, lapse of time or both, would or would reasonably be likely to (i) constitute a default or breach on the part of Parent, Merger Sub or, to the Knowledge of Parent, any other party thereto, under the Commitment Letter or (ii) result in any portion of the Financing being unavailable on the Closing Date. As of the date hereof, there are no conditions precedent or other contingencies related to the funding of the full amount of the Financing (including any “market flex” provisions), other than Except as expressly set forth in the Commitment Letter and Letter, there are no conditions precedent to the Fee Letter. Parent and Merger Sub have fully paidobligations of the Financing Entities to provide the Financing or any contingencies that could permit the Financing Entities to reduce the total amount of the Financing, or caused to be fully paid, including any and all commitment fees condition or other amounts that are due and payable by Parent or Merger Sub on or prior contingency relating to the date amount of this Agreement availability of the Financing pursuant to any “flex” provision. Assuming satisfaction or waiver (to the Commitment Letter or otherwise extent permitted by applicable Law) of the conditions in connection with the Financing. As Section 7.1 and Section 7.2, as of the date hereof, no party to any Commitment Letter has any right to impose, and Parent and Merger Sub do does not have an obligation to accept, (A) any condition precedent to the funding of the Financing other than as expressly set forth in or contemplated by the Commitment Letter and the Fee Letter or (B) any reduction to the aggregate amount available under the Commitment Letter at Closing (nor any term or condition that would have the effect of reducing the aggregate amount available under the Commitment Letter at Closing) to an amount that would be insufficient for Parent and Merger Sub to consummate the Transactions, including payment of the Required Amount. As of the date hereof, and assuming the accuracy of the representations set forth in Article III, each of Parent and Merger Sub, as applicable, has no reason to believe that it will be unable to satisfy on a timely basis (taking into account the timing of the Marketing Period) any of the all material terms or and conditions to funding to be satisfied by it contained in the Commitment LetterLetter on or prior to the Closing Date or that the Financing will not be available to Parent on the Closing Date, nor does Parent have knowledge that any of the Financing Entities will not perform its obligations thereunder. There are no side letters, understandings or other agreements, contracts or arrangements of any kind relating to the Commitment Letter that could affect the availability, conditionality, enforceability, termination or amount of the Financing. (bc) Assuming the Financing is The Financing, when funded in full on the Closing Date in accordance with the Commitment LettersLetter and giving effect to any “flex” provision in or related to the Commitment Letter (including with respect to fees and original issue discount), shall provide Parent with cash proceeds on the accuracy Closing Date sufficient for the satisfaction of the representations set forth in Article III all of Parent’s and the performance by the Company and its Affiliates of their respective Merger Sub’s obligations under this AgreementAgreement and under the Commitment Letter, including the obligations set forth in Section 6.09, Section 6.11 and Section 6.12, Parent and Merger Sub will have, at the Closing, sufficient funds to satisfy all of the obligations of Parent and Merger Sub hereunder and to consummate the Transactions, including payment of the aggregate Merger Consideration, the Option Payments, the RSU Payments Consideration and all related any fees and expenses under of or payable by Parent or Merger Sub pursuant to the terms of this Agreement, Agreement and the Commitment Letter and to prepay, repay, refinance or satisfy and discharge all outstanding indebtedness of the Fee LetterCompany and the Company Subsidiaries that is required pursuant to its terms to be prepaid, in each caserepaid, that are due refinanced or satisfied and payable on discharged at the Closing Date (such amounts, collectively, the “Required AmountMerger Amounts”). (cd) The Commitment Letter constitutes a legal, valid, binding and enforceable obligation of Parent and, to the knowledge of Parent, the other party thereto and is in full force and effect subject to Bankruptcy and Equity Exceptions. To the knowledge of Parent, as of the date hereof, no event has occurred which, with or without notice, lapse of time, or both, constitutes, or could reasonably be expected to constitute, a default, breach or a failure to satisfy a condition precedent on the part of Parent under the terms and conditions of the Commitment Letter. Parent or an Affiliate thereof on its behalf has paid in full any and all commitment fees and other fees required to be paid pursuant to the terms of the Commitment Letter on or before the date of this Agreement, and will pay in full any such amounts due after the date of this Agreement as and when due. The Commitment Letter has not been materially modified, amended or altered as of the date hereof; the Commitment Letter will not be amended, modified or altered at any time through the Closing, except as permitted by Section 6.20 (with any such amendment, modification or alteration promptly notified in writing to the Company); and, as of the date hereof, the commitment under the Commitment Letter has not been terminated, reduced, withdrawn or rescinded in any respect, and, to the knowledge of Parent, no termination, reduction, withdrawal or rescission thereof is contemplated. (e) In no event shall the receipt or availability of any funds or financing (including including, for the avoidance of doubt, the Financing) by Parent or any of its Affiliates Affiliate or any other financing or other transactions be a condition to any of Parent’s or Merger Sub’s obligations under this Agreement.

Financing. (a) Concurrently with the execution and delivery of this Agreement, The Parent has Entities have delivered to the Company a debt Entities true, complete and correct copies of the fully executed (i) equity commitment letter dated April 2, 2024 from the lenders party thereto Silver Lake Partners VI, L.P., Silver Lake Partners VII, L.P. and SL SPV-4, L.P. (the each an “Committed LendersEquity Investor”) and the arrangers party thereto, dated as of the date hereof, addressed to Parent (including all annexes, exhibits, schedules and other attachments thereto, and as replaced, amended, supplemented, modified or waived after the date hereof in compliance with Section 6.09such letter, the “Equity Commitment Letter” and the financing contemplated thereby, the “Financing”), pursuant to which the Committed Lenders Equity Investors have committedagreed, on upon the terms and subject only to the express conditions thereof, to contribute or invest in the Parent Entities the respective amounts set forth thereintherein (collectively, the “Equity Financing”) and (ii) commitment letter dated April 2, 2024 from the Debt Financing Sources party thereto pursuant to which such Debt Financing Sources have committed, upon the terms and subject only to the express conditions thereof, to lend provide to the Parent Entities or the Merger Subs (or such other entities as directed by the Parent Entities pursuant to the Restructuring Steps) debt financing constituting Credit Facilities (as defined in the Debt Commitment Letter as of the date hereof) in the aggregate principal amounts set forth therein for the purpose of funding the Transactions. As a portion of the date hereofRequired Amount (the “Debt Financing”, which shall include, for the avoidance of doubt, any replacement financing, together with any fee letters related thereto (including all exhibits, schedules and annexes thereto, and the executed fee letters associated therewith (redacted in the manner set forth below)), collectively, the “Debt Commitment Letter”, and, together with the Equity Commitment Letter, the “Commitment Letters”) and (iii) to the extent required pursuant to the terms of this Agreement following a Financing Failure Event, a commitment letter (including all exhibits, schedules and annexes thereto, and the executed fee letters associated therewith (redacted in the manner set forth below)) pursuant to which the parties thereto have committed, upon the terms and subject only to the express conditions set forth therein, to provide to the Parent Entities or the Merger Subs (or such other entities as directed by the Parent Entities pursuant to the Restructuring Steps, if applicable) the Debt Financing (and which, for the avoidance of doubt, shall be considered as a “Debt Commitment Letter” and a “Commitment Letter” hereunder). The Equity Commitment Letter has been accepted by Parent, is in full force and effect and has not been withdrawn or terminated or otherwise amended or modified in any respect; provided expressly provides that the existence Company is a third-party beneficiary thereof to the extent provided therein, and the Company is entitled to enforce, directly or exercise indirectly, the Equity Commitment Letter in accordance with its terms against the applicable Equity Investors. The Debt Financing pursuant to the Debt Commitment Letter and the Equity Financing pursuant to the Equity Commitment Letter are collectively referred to in this Agreement as the “Financing.” The fee letters delivered to the Company pursuant hereto shall be accurate and complete copies (subject only to customary redactions of fee amounts, pricing caps and “market flex” provisions contained related solely to economic terms, and in each case, which redacted information does not relate to or impact conditionality, enforceability or the amount or availability of the Debt Financing). (b) Except as expressly set forth in the Fee Letter (as defined below) shall not constitute an amendment or modification Commitment Letters delivered to the Commitment Letter. As of the date hereof, the Commitment Letter, in the form so delivered, is a legal, valid and binding obligation of Parent and, Company Entities on or prior to the Knowledge of Parent, the other parties thereto, and is enforceable against each party thereto in accordance with its terms, in each case except as limited by Laws affecting the enforcement of creditors’ rights generally or by general equitable principles. As of the date hereof, there are no direct, indirect or other legally binding agreements, side letters conditions precedent or arrangements relating other contingencies to the obligations of the Debt Financing (other than Sources to fund the Commitment Letter, the fee letter and fee credit letter relating to the Commitment Letter, true and complete copies of which have been provided to the Company, with only the existence and/or amount of fees, fee credits, “market flex” terms, pricing terms, pricing caps and other commercially sensitive information specified therein redacted, none of which redacted terms, individually or in the aggregate, would reduce the full principal amount of the Debt Financing below an amount necessary to make all payments required by this Agreement or adversely affect in accordance with the conditionality, availability or termination express terms of the Financing Debt Commitment Letter or materially delay or prevent to the Closing or make the funding obligations of the Equity Investors to fund the full amount of the Equity Financing less likely to occur in accordance with the terms of the Equity Commitment Letter. Assuming satisfaction (“Permissible Redacted Terms”or waiver in accordance with Section 10.11 or Section 10.12) (such lettersof the conditions set forth in Section 8.01 and Section 8.02, the “Fee Letter”)) among the parties thereto. As as of the date hereof, and (in the case of clause (ii) below) assuming the accuracy none of the representations set forth in Article III, no event has occurred, and there is no condition or circumstance existing, which, with or without notice, lapse of time or both, would or would reasonably be likely to (i) constitute a default or breach on the part of Parent, Merger Sub or, to the Knowledge of Parent, any other party thereto, under the Commitment Letter or (ii) result in any portion of the Financing being unavailable on the Closing Date. As of the date hereof, there are no conditions precedent or other contingencies related to the funding of the full amount of the Financing (including any “market flex” provisions), other than as expressly set forth in the Commitment Letter Parent Entities and the Fee Letter. Parent and Merger Sub Subs have fully paid, or caused to be fully paid, any and all commitment fees or other amounts that are due and payable by Parent or Merger Sub on or prior to the date of this Agreement pursuant to the Commitment Letter or otherwise in connection with the Financing. As of the date hereof, no party to any Commitment Letter has any right to impose, and Parent and Merger Sub do not have an obligation to accept, (A) any condition precedent to the funding of the Financing other than as expressly set forth in or contemplated by the Commitment Letter and the Fee Letter or (B) any reduction to the aggregate amount available under the Commitment Letter at Closing (nor any term or condition that would have the effect of reducing the aggregate amount available under the Commitment Letter at Closing) to an amount that would be insufficient for Parent and Merger Sub to consummate the Transactions, including payment of the Required Amount. As of the date hereof, and assuming the accuracy of the representations set forth in Article III, each of Parent and Merger Sub, as applicable, has no reason to believe that it will be unable to satisfy on a timely basis (taking into account the timing of the Marketing Period) any of the terms or conditions to funding the Financing applicable to be satisfied by it contained in the Commitment LetterLetters or that the Equity Investors and the Debt Financing Sources will not perform their obligations thereunder, in each case at, prior to or concurrently with the Effective Time. (bc) Assuming the Financing is satisfaction (or waiver in accordance with Section 10.11 or Section 10.12) of the conditions set forth in Section 8.01 and Section 8.02, the Financing, when funded in full on the Closing Date in accordance with the Commitment LettersLetters delivered to the Company on or prior to the date hereof, together with, following the consummation of any Company Sale undertaken at the request of the Parent Entities and in accordance with Section 7.16, any Available Company Sale Net Cash Proceeds, shall provide the Merger Subs or the Company Entities and Company Subsidiaries (if applicable) with immediately available cash prior to or concurrently with the Effective Time (after netting out applicable fees, expenses, original issue discount and similar premiums and charges under the Debt Commitment Letters and any fee letters related thereto, in each case to the extent relevant) sufficient for the Merger Subs, the accuracy of the representations set forth in Article III Parent Entities and the performance by Company Entities and the Company and its Affiliates of their respective obligations under this Agreement, including the obligations set forth in Section 6.09, Section 6.11 and Section 6.12, Parent and Merger Sub will have, at the Closing, sufficient funds Subsidiaries (if applicable) to satisfy all of the obligations of Parent and Merger Sub hereunder and to consummate the Transactions, including payment of pay the aggregate Company Merger Consideration, the Option OpCo Merger Consideration and the OpCo Profits Units Merger Consideration (other than the Deferred Payments) and any other amounts required to be paid at or prior to the consummation of the Transactions (including the amounts distributed pursuant to Section 7.15) and any fees, the RSU Payments and all related fees costs and expenses under this Agreement, of or payable by a Parent Entity or a Merger Sub in connection with the Commitment Letter Transactions and the Fee Letter, in each case, that are due and payable on the Closing Date Financing (collectively, the “Required Amount”). (cd) In As of the date hereof, each of the Commitment Letters are (i) legal, valid and binding obligations of the Parent Entities and the Merger Subs and, to the Knowledge of the Parent Entities, of each of the other parties thereto (subject, in each case, to the Enforceability Exceptions) and (ii) in full force and effect. No event has occurred that, with or without notice, lapse of time, or both, would or would reasonably be expected to (x) constitute a default or breach or a failure to satisfy a condition precedent on the part of the Parent Entities or the Merger Subs under the terms and conditions of any of the Commitment Letters or (y) result in any portion of the Financing being unavailable or materially delayed at the Effective Time or on the Closing Date. As of the date hereof, the Parent Entities are not aware of any fact, occurrence, or circumstance that makes, or with or without notice, lapse of time, or both, would make, or reasonably be expected to make, any of the assumptions, or the representations or warranties of any of the Parent Entities or the Merger Subs, in any of the Commitment Letters inaccurate, incomplete or misleading in any material respect. As of the date hereof, no Debt Financing Source has notified any of the Parent Entities or the Merger Subs of its intention to terminate its commitment under the Debt Commitment Letter, or not to provide any portion of the Debt Financing and no Equity Investor has notified any of the Parent Entities or the Merger Subs of its intention to terminate its commitment under the Equity Commitment Letter or not to provide any portion of the Equity Financing. The Parent Entities and the Merger Subs have paid, or caused to be paid, in full any and all commitment fees or other fees required to be paid pursuant to the terms of the Commitment Letters on or before the date of this Agreement and will have paid in full any amounts under the Commitment Letters that are due at or prior to the Effective Time and on or prior to the Closing Date. As of the date hereof, none of the Commitment Letters have been modified, amended, restated, supplemented or otherwise altered, and none of the commitments under any of the Commitment Letters have been withdrawn, terminated, amended, modified, repudiated or rescinded in any respect. There are no other fee letters, engagement letters, side letters or other Contracts to which the Parent Entities, Merger Subs or any of their respective Affiliates is party related to the funding or investing, as applicable, of the Financing that could affect the availability of the full amount or conditionality of the Financing in any respect. (e) The Parent Entities and the Merger Subs acknowledge and agree that, without in any way limiting the effect of Section 10.08, in no event shall the receipt or availability of any funds or financing (including including, for the avoidance of doubt, the Financing) by the Parent or any of its Affiliates Entities, the Merger Subs or any other financing or other transaction or other transactions be a condition to any of Parent’s the Parent Entities’ or the Merger Sub’s Subs’ obligations under this Agreementhereunder.

Financing. (a) Concurrently with the execution and delivery of this Agreement, Parent has delivered to the Company a debt true and complete copy of the executed commitment letter from the lenders party thereto (the “Committed Lenders”) and the arrangers party theretorelated exhibits, schedules, annexes and term sheets, dated as of the date hereofof this Agreement, addressed to Parent together with the related fee letter (including all annexessolely in the case of the fee letter, exhibitswith only the fee amounts, schedules pricing, "market flex" provisions and other attachments theretoeconomic terms that do not adversely affect the enforceability, and as replacedavailability or conditionality of, amended, supplemented, modified or waived after the date hereof in compliance with Section 6.09aggregate amount of proceeds available under, the “Debt Financing contained therein redacted) (collectively, the "Debt Commitment Letter” and the financing contemplated thereby, the “Financing”"), pursuant to which the Committed Lenders Financing Sources have committedagreed, on the terms and subject only to the conditions Financing Conditions set forth therein, to lend provide or cause to be provided the amounts debt financing set forth therein for the purpose purposes of funding financing the Transactions. As transactions contemplated hereby, including the cash component of the date hereof, aggregate consideration payable in the Merger. Such executed Debt Commitment Letter has not been accepted amended or modified in any manner on or prior to the date of this Agreement and no amendment, termination or modification is contemplated (it being understood that neither the exercise of "market flex" provisions under the fee letter, nor the joinder or addition of any Financing Sources to the Debt Commitment Letter, shall be deemed an amendment or modification). Neither Parent nor any of its Affiliates has entered into any agreement, side letter or other arrangement of any kind relating to the financing of the transactions contemplated by Parentthis Agreement, other than as set forth in the Debt Commitment Letter that reduces the amount of, or could affect the conditionality or availability of the Debt Financing on the Closing Date. Assuming (i) the accuracy of the representations and warranties of the Company set forth in this Agreement and (ii) the performance by the Company of its obligations hereunder, Parent will have sufficient funds to satisfy all of its obligations under this Agreement and to consummate the transactions contemplated hereby on the Closing Date. The commitments contained in the Debt Commitment Letter have not been withdrawn, terminated or rescinded in any respect. The Debt Commitment Letter is in full force and effect and has not been withdrawn or terminated or otherwise amended or modified in any respect; provided that the existence or exercise of “market flex” provisions contained in the Fee Letter (as defined below) shall not constitute an amendment or modification to the Commitment Letter. As of the date hereofrepresents a valid, the Commitment Letter, in the form so delivered, is a legal, valid binding and binding enforceable obligation of Parent and, to the Knowledge knowledge of Parent, the each other parties party thereto, and is enforceable against each party thereto in accordance with its terms, in each case except as subject to the qualification that such enforceability may be limited by Laws bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting the enforcement rights of creditors’ rights generally creditors and general principles of equity. Parent has fully paid (or by general equitable principles. As of caused to be paid) any and all fees and other amounts that are due and payable on or prior to the date hereof, there are no other legally binding agreements, side letters or arrangements relating to the Financing (other than the Commitment Letter, the fee letter and fee credit letter relating to the Commitment Letter, true and complete copies of which have been provided to the Company, with only the existence and/or amount of fees, fee credits, “market flex” terms, pricing terms, pricing caps and other commercially sensitive information specified therein redacted, none of which redacted terms, individually or in the aggregate, would reduce the amount of the Financing below an amount necessary to make all payments required by this Agreement or adversely affect in connection with the conditionality, availability or termination of the Financing or materially delay or prevent the Closing or make the funding of the Financing less likely to occur (“Permissible Redacted Terms”) (such letters, the “Fee Letter”)) among the parties theretoDebt Financing. As of the date hereof, and (in the case of clause (ii) below) assuming the accuracy of the representations set forth in Article III, no No event has occurred, and there is no condition or circumstance existing, occurred which, with or without notice, lapse of time or both, would or would reasonably be likely to (i) constitute a breach or default or breach on the part of Parent, Merger Sub Parent or, to the Knowledge knowledge of Parent, any other party thereto, thereto under the Debt Commitment Letter Letter. There are no conditions precedent related to the funding of the full amount of the Debt Financing on the Closing Date other than the Financing Conditions. As of the date hereof, Parent has no reason to believe that, subject to the satisfaction of the conditions precedent set forth in Sections 8.1 and 8.3, (i) any of the Financing Conditions will not be satisfied or (ii) result in any portion of the Debt Financing being unavailable will not be made available to Parent on the Closing Date. As of the date hereof, there are no conditions precedent Parent is not aware of any fact or other contingencies related to the funding of the full amount of the Financing (including any “market flex” provisions), other than as expressly set forth in the Commitment Letter and the Fee Letter. Parent and Merger Sub have fully paid, or caused to be fully paid, any and all commitment fees or other amounts occurrence that are due and payable by Parent or Merger Sub on or prior to the date of this Agreement pursuant to the Commitment Letter or otherwise in connection with the Financing. As of the date hereof, no party to any Commitment Letter has any right to impose, and Parent and Merger Sub do not have an obligation to accept, (A) any condition precedent to the funding of the Financing other than as expressly set forth in or contemplated by the Commitment Letter and the Fee Letter or (B) any reduction to the aggregate amount available under the Commitment Letter at Closing (nor any term or condition that would have the effect of reducing the aggregate amount available under the Commitment Letter at Closing) to an amount that would be insufficient for Parent and Merger Sub to consummate the Transactions, including payment of the Required Amount. As of the date hereof, and assuming the accuracy of the representations set forth in Article III, each of Parent and Merger Sub, as applicable, has no reason to believe that it will be unable to satisfy on a timely basis (taking into account the timing of the Marketing Period) makes any of the terms assumptions, or conditions to funding to be satisfied by it contained the representations or warranties of Parent, in the Debt Commitment Letter. (b) Assuming Letter inaccurate in any material respect. Parent acknowledges that the Financing is funded in full on the Closing Date in accordance with the Commitment Letters, the accuracy consummation of the representations set forth in Article III and the performance by the Company and its Affiliates of their respective obligations under this Agreement, including the obligations set forth in Section 6.09, Section 6.11 and Section 6.12, Parent and Merger Sub will have, at the Closing, sufficient funds to satisfy all of the obligations of Parent and Merger Sub hereunder and to consummate the Transactions, including payment of the aggregate Merger Consideration, the Option Payments, the RSU Payments and all related fees and expenses under this Agreement, the Commitment Letter and the Fee Letter, in each case, that are due and payable on the Closing Date (collectively, the “Required Amount”). (c) In no event shall the receipt or availability of any funds or financing (including the Financing) by Parent or any of its Affiliates or any other financing or other transactions be a condition is not subject to any of Parent’s or Merger Sub’s obligations under this Agreementfinancing condition.

Financing. (a) Concurrently with the execution and delivery of this Agreement, Parent has delivered to the Company a debt true, complete and correct copies of (i) the executed commitment letter from the lenders party thereto (the “Committed Lenders”) and the arrangers party theretoletter, dated as of on or prior to the date hereof, addressed to Parent between Merger Sub and the Debt Financing Sources party thereto (including all annexes, exhibits, schedules schedules, and other attachments annexes thereto, and the executed fee letter associated therewith and referenced therein (except that the fee letter is subject to redactions of commercially sensitive information), as replaced, may be amended, supplementedsupplemented or modified in accordance with the terms hereof, modified or waived after the date hereof in compliance with Section 6.09collectively, the “Commitment Letter” and the financing contemplated thereby, the “FinancingDebt Financing Commitments”), pursuant to which the Committed Lenders Debt Financing Sources party thereto have committed, on subject to the terms and subject to the conditions set forth therein, to lend the amounts set forth therein (the “Debt Financing”) for the purpose purposes of funding the Transactionstransactions contemplated by this Agreement, and related fees, costs and expenses, (ii) the executed commitment letters, dated as of the date hereof, between Parent and each of Biomedical Treasure Limited, Biomedical Future Limited and CC China (2019B) L.P., respectively (including all exhibits, schedules and annexes thereto (if any), as may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, collectively, the “Equity Commitment Letters”), pursuant to which such Guarantor has committed, subject to the terms and conditions set forth therein, to invest each amount set forth therein (collectively, the “Cash Financing”) and (iii) the Support Agreement (together with the Equity Commitment Letters, collectively, the “Equity Financing Commitments” and together with the Debt Financing Commitments, collectively, the “Financing Commitments”), pursuant to which, subject to the terms and conditions therein, the Rollover Securityholders have committed to contribute to Parent, immediately prior to the Effective Time, the number of Rollover Securities set forth therein and to consummate the Merger and other transactions contemplated by this Agreement (together with the Cash Financing, collectively, the “Equity Financing” and together with the Debt Financing, collectively, the “Financing”). Each Equity Financing Commitment provides that the Company is a third party beneficiary thereof and entitled to enforce such Equity Financing Commitment in accordance with the terms and conditions set forth therein. As of the date hereof, the Commitment Letter has been accepted by Parent, is Financing Commitments are in full force and effect with respect to, and are the legal, valid, binding and enforceable obligations of, Parent, Merger Sub (as applicable) and, to the knowledge of Parent, each of the other parties thereto, in each case, subject to the Bankruptcy and Equity Exception. (b) None of the Financing Commitments has not been withdrawn or terminated or otherwise amended or modified in any respect; provided that the existence or exercise of “market flex” provisions contained in the Fee Letter (as defined below) shall not constitute an amendment or modification prior to the Commitment Letterdate of this Agreement. As of the date hereofof this Agreement, no such amendment or modification is contemplated save for any amendment, supplement or modification of the Commitment LetterDebt Financing Commitments which is or will be made in compliance with ‎Section 6.11, and the obligations and commitments contained in the form so deliveredFinancing Commitments have not been withdrawn, terminated or rescinded in any respect and no such withdrawal, termination or rescission is a legal, valid contemplated. Parent or Merger Sub has paid any and binding obligation of Parent and, all fees that are due and payable on or prior to the Knowledge date of Parentthis Agreement pursuant to the terms and conditions of the Financing Commitments and will pay when due all other fees arising thereunder as and when they become due and payable pursuant to the terms and conditions of the Financing Commitments. (c) Except as expressly set forth in the Debt Financing Commitments (including any fee letter and customary engagement letters and non-disclosure agreements that do not impact the conditionality, availability or amount of the other parties theretoFinancing), and is enforceable against each party thereto in accordance with its terms, in each case except as limited by Laws affecting the enforcement of creditors’ rights generally or by general equitable principles. As of the date hereof, there are no other legally binding agreements, side letters or arrangements relating Contracts to which Parent or Merger Sub is a party that imposes conditions to, affects, or modifies, amends or expands the Financing (other than the Commitment Letterconditions to, the fee letter and fee credit letter relating to the Commitment Letter, true and complete copies availability of which have been provided to the Company, with only the existence and/or amount of fees, fee credits, “market flex” terms, pricing terms, pricing caps and other commercially sensitive information specified therein redacted, none of which redacted terms, individually or in the aggregate, would reduce the amount of the Financing below an amount necessary to make all payments required by this Agreement or adversely affect the conditionality, availability or termination funding of the Financing or materially delay or prevent the Closing or make the funding of the Financing less likely to occur transactions contemplated hereby. (“Permissible Redacted Terms”d) (such letters, the “Fee Letter”)) among the parties thereto. As of the date hereof, and (in the case of clause (ii) below) assuming the accuracy of the representations set forth in Article III, no event has occurred, and there is no condition or circumstance existing, occurred which, with or without notice, lapse of time or both, would or would reasonably be likely expected to (i) constitute a default or breach on the part of Parent, Parent or Merger Sub or, to the Knowledge knowledge of Parent, any other party parties thereto, under the Commitment Letter Financing Commitments that would prevent or (ii) result in any portion delay Parent’s or Merger Sub’s ability to consummate the transactions contemplated hereunder. The Financing Commitments contain all of the conditions precedent to the obligations of the parties thereunder to make the applicable Financing being unavailable available to Parent or Merger Sub on the Closing Dateterms and conditions therein. As of the date hereof, there are no conditions precedent or other contingencies related to the funding of the full amount of the Financing (including any “market flex” provisions), other than as expressly set forth in the Commitment Letter and the Fee Letter. Parent and Merger Sub have fully paid, no reason to believe that any of the conditions to the Financing contemplated by the Financing Commitments will not be satisfied or caused the Financing will not be available to be fully paid, any and all commitment fees or other amounts that are due and payable by Parent or Merger Sub on or prior to the date of this Agreement pursuant to the Commitment Letter or otherwise in connection with the Financing. As of the date hereof, no party to any Commitment Letter has any right to impose, and Closing Date; provided that Parent and Merger Sub do are not have an obligation to accept, (A) making any condition precedent to representations or warranties regarding the funding of the Financing other than as expressly conditions set forth in clause (3) in this ‎Section 4.7‎(d). Assuming (1) the conditions in ‎Section 7.1, ‎Section 7.2(a) and ‎Section 7.2‎(b) are satisfied or contemplated by the Commitment Letter and the Fee Letter or waived, (B2) any reduction to the aggregate amount available under the Commitment Letter at Closing (nor any term or condition that would have the effect of reducing the aggregate amount available under the Commitment Letter at Closing) to an amount that would be insufficient for Parent and Merger Sub to consummate the Transactions, including payment of the Required Amount. As of the date hereof, and assuming the accuracy of the representations set forth in Article III, each of Parent and Merger Sub, as applicable, has no reason to believe that it will be unable to satisfy on a timely basis (taking into account the timing of the Marketing Period) any of the terms or conditions to funding to be satisfied by it contained in the Commitment Letter. (b) Assuming the Financing is funded in full on the Closing Date in accordance with the Commitment Letters, Financing Commitments and (3) the accuracy aggregate amount of Offshore Available Company Cash is at least US$480,000,000 as at the representations set forth in Article III and the performance by the Company and its Affiliates of their respective obligations under this Agreement, including the obligations set forth in Section 6.09, Section 6.11 and Section 6.12Closing Date, Parent and Merger Sub will have, at the Closing, sufficient funds to satisfy all of the obligations of Parent and Merger Sub hereunder and to consummate the Transactions, including payment of the aggregate Merger Consideration, the Option Payments, the RSU Payments and all related fees and expenses under this Agreement, the Commitment Letter and the Fee Letter, in each case, that are due and payable have on the Closing Date funds sufficient to (collectivelyi) pay the aggregate Per Share Merger Consideration and the other payments under ‎Article II and (ii) pay any and all fees and expenses required to be paid by the Parent, Merger Sub and the Surviving Company in connection with the Merger, the “Required Amount”). (c) In no event shall the receipt or availability of any funds or financing (including other transactions contemplated by this Agreement and the Financing) by Parent or any of its Affiliates or any other financing or other transactions be a condition to any of Parent’s or Merger Sub’s obligations under this Agreement.

Financing. (a) Concurrently Following the date of this Agreement until the Effective Time, upon the written request of Parent, the Company agrees to use commercially reasonable efforts to provide all cooperation reasonably requested by Parent in connection with Parent’s issuance of senior notes of Parent to fund the cash portion of the Merger Consideration, the refinancing of any debt of the Company at Closing, and the payment of related fees and expenses in connection therewith, including using commercially reasonable efforts to, upon Parent’s reasonable written request to the extent necessary or advisable in connection with Parent’s offering of senior notes: (i) furnish Parent and any of its financing sources with: (A) unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows for the Company for each fiscal quarter (other than the fourth fiscal quarter in any fiscal year) ended after the close of its most recent fiscal year and at least 40 days prior to the Closing Date (it being understood that the Parent acknowledges it has received the such statements for the fiscal quarters ended March 31, 2018, June 30, 2018 and September 30, 2018); and (B) in the event that the Closing Date occurs on a date that is more than 60 days following December 31, 2018, audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows for the fiscal year ended December 31, 2018, in each case prepared in accordance with GAAP; and (ii) cause management teams of the Company or its Subsidiaries, with appropriate seniority and expertise, upon reasonable notice, to participate in, and provide reasonable and timely assistance with the execution preparation of materials for, a reasonable number of meetings, due diligence sessions, rating agency presentations and delivery of this Agreementroad shows, Parent has delivered if any, related to such offerings; (iii) provide historical financial information with respect to the Company a debt commitment letter from and its Subsidiaries reasonably requested by Parent to facilitate such offerings, including reasonably requested historical financial information to assist Parent in connection with the lenders party thereto (the “Committed Lenders”) preparation of pro forma financial information and the arrangers party thereto, dated as of the date hereof, addressed financial statements to Parent (including all annexes, exhibits, schedules and other attachments thereto, and as replaced, amended, supplemented, modified or waived after the date hereof in compliance with Section 6.09, the “Commitment Letter” and the financing contemplated thereby, the “Financing”), pursuant to which the Committed Lenders have committed, on the terms and subject to the conditions set forth therein, to lend the amounts set forth therein for the purpose of funding the Transactions. As of the date hereof, the Commitment Letter has been accepted by Parent, is in full force and effect and has not been withdrawn or terminated or otherwise amended or modified be included in any respect; provided that the existence or exercise of “market flex” provisions contained in the Fee Letter Offering Document (as defined below); (iv) shall not constitute an amendment or modification to upon the Commitment Letter. As of the date hereof, the Commitment Letter, in the form so delivered, is a legal, valid and binding obligation of Parent and, to the Knowledge reasonable request of Parent, furnish Parent and any of its financing sources with such historical financial and other information reasonably requested by Parent relating to the Company or its Subsidiaries that is customary or reasonably required for the preparation of offering memoranda, prospectuses rating agency presentations and similar documents required in connection with such offerings (“Offering Documents”); (v) seek to cause KPMG LLP or other parties theretorelevant independent accountants of the Company and its Subsidiaries to (1) participate in accounting due diligence sessions, (2) provide customary consents to use their audit reports on the consolidated financial statements of the Company to the extent required by SEC rules and regulations in any applicable Offering Documents, and is enforceable against each party thereto in accordance with its terms(3) provide any customary comfort letters (including “negative assurance” comfort, if appropriate), in each case except in connection with any such senior notes offering; (vi) cooperate with due diligence relating to such offerings, to the extent customary and reasonable; (vii) furnish promptly, and in any event at least three Business Days prior to the Closing Date (to the extent requested within ten Business Days prior to the Closing Date), all documentation and other information required by any Governmental Entity or as limited reasonably requested by Laws affecting any financing source under applicable “know your customer,” anti-bribery and anti-money laundering rules and regulations, including the enforcement PATRIOT Act, the Foreign Corrupt Practices Act of creditors’ rights generally or 1977, as amended, 15 U.S.C. §§ 78dd 1 et seq., and economic sanctions administered by general equitable principles. As the Office of Foreign Assets Control of the date hereofU.S. Treasury Department; and (viii) cause the taking of any corporate, there limited liability company or partnership actions, as applicable, by the Company or its Subsidiaries reasonably necessary to permit the completion of such offerings, subject to the occurrence of the Closing. (b) The Company shall, and shall cause its Subsidiaries to, following (and not prior to) the request from Parent to do so, use commercially reasonable efforts to (x) deliver a prepayment and commitment termination notice (but the Company shall not be obligated to deliver any such notice prior to such time as all conditions to closing of the Merger and the Transactions have been satisfied or waived (excluding conditions that, by their nature, are no to be satisfied by actions taken at the Closing)) and (y) otherwise facilitate the termination at the Closing of all commitments in respect of the Company Credit Agreement, the repayment by Parent in full on the Closing Date of all obligations in respect of the Indebtedness thereunder, the release on the Closing Date of any Encumbrances securing such Indebtedness and guarantees in connection therewith, and, with respect to any letters of credit outstanding thereunder, the cash collateralization by Parent thereof or the making of any alternate arrangements with respect thereto that are reasonably requested by Parent, including following (and not prior to) the request from Parent to do so, using commercially reasonable efforts to cause the administrative agent under the Company Credit Agreement to deliver to Parent, a customary payoff letter with respect to the Company Credit Agreement (the “Payoff Letter”), and shall request that such Payoff Letter together with any related release documentation shall, among other legally binding agreementsthings, side letters include the payoff amount and provide that Encumbrances (and guarantees), if any, granted in connection with the Company Credit Agreement or arrangements any other Indebtedness of the Company or its Subsidiaries to be paid off, discharged and terminated on the Closing Date relating to the Financing assets, rights and properties of the Company and its Subsidiaries securing or relating to such Indebtedness shall, upon the payment of the amount set forth in the Payoff Letter at or prior to the Effective Time, be released and terminated. (c) To the extent Parent has requested the termination of the commitments under the Company Credit Agreement, Parent shall deposit, or cause to be deposited, funds with the administrative agent no later than the Closing Date in an amount sufficient for such repayment. (d) The Company shall, and shall cause its Subsidiaries to, following (and not prior to) the request from Parent to do so, use commercially reasonable efforts to (i) on the written request of Parent on a date that is five days prior to the Closing Date, deliver an officers’ certificate to the Trustee (as defined in the Company Notes Indenture) in accordance with the Indenture, giving notice of the Company’s intent to consummate an optional redemption of the Company Notes on the occurrence of the Closing and (ii) provide any other reasonable cooperation requested by Parent to facilitate the Parent’s redemption and satisfaction and discharge of the Company Notes and the release of all guarantees in connection therewith, effective as of the Closing Date (including delivering any legal opinions, notices, requests, orders or certificates required to be delivered in connection with the Discharge), provided that, for the avoidance of doubt, no redemption notice will be delivered to the note holders prior to the occurrence of the Closing on the Closing Date. Parent shall deposit, or cause to be deposited, funds with the trustee for the Company Notes sufficient to fund any Discharge requested by Parent no later than the Closing Date in accordance with the Company Notes Indenture. The redemption and the satisfaction and discharge of the Company Notes and Company Notes Indenture pursuant to Section 6.19 and the release of all guarantees in connection therewith, are referred to collectively as the “Discharge”. (e) Notwithstanding anything to the contrary in this Section 6.19, no action shall be required of the Company or its Subsidiaries pursuant to Section 6.19 if any such action shall, or could reasonably be expected to: (i) cause any representation or warranty or covenant contained in this Agreement to be breached (unless waived by Parent); (ii) involve the entry by the Company or any Subsidiary into any agreement or instrument prior to the occurrence of the Closing; (iii) require the Company or any of its Subsidiaries or any of its or their Representatives to provide (or to have provided on its behalf) any certificates or legal opinions (other than certificates and legal opinions required to be delivered in connection with the Commitment LetterDischarge); (iv) cause any director, the fee letter and fee credit letter relating to the Commitment Letter, true and complete copies of which have been provided to the Company, with only the existence and/or amount of fees, fee credits, “market flex” terms, pricing terms, pricing caps and other commercially sensitive information specified therein redacted, none of which redacted terms, individually officer or in the aggregate, would reduce the amount employee or stockholder of the Financing below an amount necessary Company or any of its Subsidiaries to make all payments required by this Agreement or adversely affect incur any personal liability; (v) conflict with the conditionality, availability or termination organizational documents of the Financing Company or materially delay its Subsidiaries or prevent the Closing any Laws; (vi) result in a material violation or make the funding of the Financing less likely to occur breach of, or a default (“Permissible Redacted Terms”) (such letters, the “Fee Letter”)) among the parties thereto. As of the date hereof, and (in the case of clause (ii) below) assuming the accuracy of the representations set forth in Article III, no event has occurred, and there is no condition or circumstance existing, which, with or without notice, lapse of time time, or both) under, any contract to which the Company or any of its Subsidiaries is a party; (vii) require the Company or any of its Subsidiaries to provide access to or disclose information that the Company or any of its Subsidiaries determines would jeopardize any attorney-client privilege of the Company or would reasonably any of its Subsidiaries; (viii) require the Company or any of its Subsidiaries to prepare any financial statements or information that are not available to it and prepared in the ordinary course of its financial reporting practice; (ix) prepare any projections or pro forma financial statements, which shall be likely the sole responsibility of Parent; (x) unreasonably interfere with the ongoing business or operations of the Company and/or its Subsidiaries; (xi) require the Company or any Subsidiary to pay any commitment or other fee or incur any other expense, liability or obligation prior to the Closing Date for which it has not received prior reimbursement; or (ixii) constitute a default cause any director, officer, or breach employee of Company or any of its Subsidiaries to execute any agreement or certificate in his or her individual, rather than official, capacity. (f) Promptly upon the Company’s request, all reasonable and documented out-of-pocket fees and expenses incurred by the Company and its Subsidiaries in connection with cooperation or assistance with financing arrangements, debt repayments, or any other matters contemplated by this Section 6.19 shall be paid or reimbursed by Parent. (g) Parent shall indemnify and hold harmless the Company and each of its Subsidiaries and their respective Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses (including reasonable attorney’s fees), interest, awards, judgments and penalties suffered or incurred in connection with Parent’s financing arrangements, debt repayments, or any assistance or cooperation contemplated by this Section 6.19 (other than arising from fraud on the part of Parentthe Company or its Subsidiaries), whether or not the Merger Sub oris consummated or this Agreement is terminated. (h) For the avoidance of doubt, to the Knowledge of Parent, any other party thereto, under parties hereto acknowledge and agree that the Commitment Letter or (ii) result provisions contained in any portion this Section 6.19 represent the sole obligation of the Financing being unavailable on Company, its Subsidiaries and their respective Representatives with respect to cooperation in connection with the Closing Date. As arrangement of the date hereof, there are no conditions precedent or other contingencies related to the funding of the full amount of the Financing (including any “market flex” provisions), other than as expressly set forth in the Commitment Letter and the Fee Letter. Parent and Merger Sub have fully paid, or caused financing to be fully paid, any and all commitment fees or other amounts that are due and payable obtained by Parent or Merger Sub on or prior with respect to the date transactions contemplated by this Agreement and no other provision of this Agreement pursuant to the Commitment Letter or otherwise in connection with the Financing. As of the date hereof, no party to any Commitment Letter has any right to impose, and Parent and Merger Sub do not have an obligation to accept, (A) any condition precedent to the funding of the Financing other than as expressly set forth in or contemplated by the Commitment Letter and the Fee Letter or (B) any reduction to the aggregate amount available under the Commitment Letter at Closing (nor any term or condition that would have the effect of reducing the aggregate amount available under the Commitment Letter at Closing) to an amount that would be insufficient for Parent and Merger Sub to consummate the Transactions, including payment of the Required Amount. As of the date hereof, and assuming the accuracy of the representations set forth in Article III, each of Parent and Merger Sub, as applicable, has no reason to believe that it will be unable to satisfy on a timely basis (taking into account the timing of the Marketing Period) any of the terms or conditions to funding to be satisfied by it contained in the Commitment Letter. (b) Assuming the Financing is funded in full on the Closing Date in accordance with the Commitment Letters, the accuracy of the representations set forth in Article III and the performance by the Company and its Affiliates of their respective obligations under this Agreement, including the obligations set forth in Section 6.09, Section 6.11 Exhibits and Section 6.12, Parent and Merger Sub will have, at the Closing, sufficient funds Schedules hereto) shall be deemed to satisfy all of the obligations of Parent and Merger Sub hereunder and to consummate the Transactions, including payment of the aggregate Merger Consideration, the Option Payments, the RSU Payments and all related fees and expenses under this Agreement, the Commitment Letter and the Fee Letter, in each case, that are due and payable on the Closing Date (collectively, the “Required Amount”). (c) expand or modify such obligations. In no event shall the receipt or availability of any funds or financing (including the Financing) by Parent Parent, Merger Sub or any of its their respective Affiliates or any other financing or other transactions be a condition to any of Parent’s or Merger Sub’s obligations under this Agreement. (i) Notwithstanding anything to the contrary in this Agreement, the condition set forth in Section 7.2(b), as it applies to the Company’s obligations under this Section 6.19, shall be deemed satisfied absent gross negligence or intentional misconduct on the part of the Company.

Financing. Buyer has received, accepted and agreed to, all applicable commitment fees for (a) Concurrently a valid and binding commitment letter from certain lenders (the "DEBT FINANCING COMMITMENT LETTER"), committing them to provide to the Buyer debt financing for the Transactions in an aggregate amount of $3,535,000,000, subject to the terms and conditions set forth therein (such debt financing, the "DEBT FINANCING") and (b) a valid, binding and irrevocable commitment letter from certain equity investors (the "EQUITY FINANCING COMMITMENT LETTER"), committing them to provide equity financing to Buyer in the amount of $1,500,000,000, minus the actual amount of the equity contributions made by affiliates or assignees of The Carlyle Group and Welsh, Carson, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ to Buyer pursuant to the "Equity Financing Commitment Letter" under the Dexter Purchase Agreement, subject to the terms and conditions set forth therein (such equity financing, the "▇▇▇▇▇▇ EQUITY FINANCING" and together with the execution Debt Financing, the "FINANCING"). True and delivery complete copies of the Debt Financing Commitment Letter and the ▇▇▇▇▇▇ Equity Financing Commitment Letter and the Dexter "Equity Funding Commitment Letter" are attached as Exhibit N, Exhibit O and Exhibit P to this Agreement, Parent has delivered to the Company a debt commitment letter from the lenders party thereto (the “Committed Lenders”) and the arrangers party thereto, dated as of the date hereof, addressed to Parent (including all annexes, exhibits, schedules and other attachments thereto, and as replaced, amended, supplemented, modified or waived after the date hereof in compliance with Section 6.09, the “Commitment Letter” and the financing contemplated thereby, the “Financing”), pursuant to which the Committed Lenders have committed, on the terms and subject to the conditions set forth therein, to lend the amounts set forth therein for the purpose of funding the Transactionsrespectively. As of the date hereof, the Debt Financing Commitment Letter has been accepted by Parent, is and the Equity Financing Commitment Letter are in full force and effect and has not been withdrawn or terminated or otherwise amended or modified in any respect; provided that the existence or exercise of “market flex” provisions contained in the Fee Letter (as defined below) shall not constitute an amendment or modification to the Commitment Lettereffect. As of the date hereof, the Commitment Letter, in the form so delivered, is a legal, valid and binding obligation of Parent and, to the Knowledge of Parent, the other parties thereto, and is enforceable against each party thereto in accordance with its terms, in each case except as limited by Laws affecting the enforcement of creditors’ rights generally or by general equitable principles. As of the date hereof, there are no other legally binding agreements, side letters or arrangements relating to the Financing (other than the Commitment Letter, the fee letter and fee credit letter relating to the Commitment Letter, true True and complete copies of which any agreements or understandings relating to Financing Fees have been provided delivered to the Company, with only the existence and/or amount of fees, fee credits, “market flex” terms, pricing terms, pricing caps and other commercially sensitive information specified therein redacted, none of which redacted terms, individually or in the aggregate, would reduce the amount of the Financing below an amount necessary to make all payments required by this Agreement or adversely affect the conditionality, availability or termination of the Financing or materially delay or prevent the Closing or make the funding of the Financing less likely to occur (“Permissible Redacted Terms”) (such letters, the “Fee Letter”)) among the parties thereto. As of the date hereof, and (in the case of clause (ii) below) assuming the accuracy of the representations set forth in Article III, no event has occurred, and there is no condition or circumstance existing, which, with or without notice, lapse of time or both, would or would reasonably be likely to (i) constitute a default or breach on the part of Parent, Merger Sub or, to the Knowledge of Parent, any other party thereto, under the Commitment Letter or (ii) result in any portion of the Financing being unavailable on the Closing Date. As of the date hereof, there are no conditions precedent or other contingencies related to the funding of the full amount of the Financing (including any “market flex” provisions), other than as expressly set forth in the Commitment Letter and the Fee Letter. Parent and Merger Sub have fully paid, or caused to be fully paid, any and all commitment fees or other amounts that are due and payable by Parent or Merger Sub on or Qwest Parties prior to the date of this Agreement pursuant to the Commitment Letter or otherwise in connection with the Financing. As of the date hereof, no party to any Commitment Letter has any right to impose, and Parent and Merger Sub do not have an obligation to accept, (A) any condition precedent to the funding of the Financing other than as expressly set forth in or contemplated by the Commitment Letter and the Fee Letter or (B) any reduction to the aggregate amount available under the Commitment Letter at Closing (nor any term or condition that would have the effect of reducing the aggregate amount available under the Commitment Letter at Closing) to an amount that would be insufficient for Parent and Merger Sub to consummate the Transactions, including payment of the Required Amount. As of the date hereof, and assuming the accuracy of the representations set forth in Article III, each of Parent and Merger Sub, as applicable, has no reason to believe that it will be unable to satisfy on a timely basis (taking into account the timing of the Marketing Period) any of the terms or conditions to funding to be satisfied by it contained in the Commitment Letter. (b) Assuming the Financing is funded in full on the Closing Date in accordance with the Commitment Letters, the accuracy of the representations set forth in Article III and the performance by the Company and its Affiliates of their respective obligations under this Agreement, including the obligations set forth in Section 6.09, Section 6.11 and Section 6.12, Parent and Merger Sub will have, at the Closing, sufficient funds to satisfy all of the obligations of Parent and Merger Sub hereunder and to consummate the Transactions, including payment of the aggregate Merger Consideration, the Option Payments, the RSU Payments and all related fees and expenses under this Agreement, the Commitment Letter and the Fee Letter, in each case, that are due and payable on the Closing Date (collectively, the “Required Amount”). (c) In no event shall the receipt or availability of any funds or financing (including the Financing) by Parent or any of its Affiliates or any other financing or other transactions be a condition to any of Parent’s or Merger Sub’s obligations under this Agreement.

Financing. (a) Concurrently with The Companies understand that the execution Purchaser intends to finance the Purchase Price in part through a public offering or private placement in Canada and delivery of this Agreement, Parent has delivered to the Company a debt commitment letter from the lenders party thereto elsewhere (the “Committed Lenders”"Financing") and by the arrangers party thereto, dated as Purchaser or one or more affiliates of the date hereofPurchaser (together, addressed the "Issuers"). The Companies will cooperate with and provide all reasonable assistance to, and will cause their respective affiliates and auditors to Parent (including cooperate with and provide all annexesreasonable assistance to, exhibits, schedules the Issuers and their auditors and other attachments theretoprofessional advisors in order to enable the Issuers to satisfy the requirements of applicable securities laws in connection with any Financing, and as replaced, amended, supplemented, modified or waived after the date hereof including participating in compliance with Section 6.09, the “Commitment Letter” and the financing contemplated thereby, the “Financing”), pursuant to which the Committed Lenders have committed, on the terms and subject to the conditions set forth therein, to lend the amounts set forth therein for the purpose of funding the Transactionsdue diligence sessions. As of the date hereof, the Commitment Letter has been accepted by Parent, is in full force and effect and has not been withdrawn or terminated or otherwise amended or modified in any respect; provided that the existence or exercise of “market flex” provisions contained in the Fee Letter (as defined below) The Purchaser shall not constitute an amendment or modification to the Commitment Letter. As of the date hereof, the Commitment Letter, in the form so delivered, is a legal, valid and binding obligation of Parent and, to the Knowledge of Parent, the other parties thereto, and is enforceable against each party thereto in accordance with its terms, in each case except as limited by Laws affecting the enforcement of creditors’ rights generally or by general equitable principles. As of the date hereof, there are no other legally binding agreements, side letters or arrangements relating to the Financing (other than the Commitment Letter, the fee letter and fee credit letter relating to the Commitment Letter, true and complete copies of which have been provided to the Company, with only the existence and/or amount of fees, fee credits, “market flex” terms, pricing terms, pricing caps and other commercially sensitive information specified therein redacted, none of which redacted terms, individually or in the aggregate, would reduce the amount of the Financing below an amount necessary to make all payments required by this Agreement or adversely affect the conditionality, availability or termination of the Financing or materially delay or prevent the Closing or make the funding of the Financing less likely to occur (“Permissible Redacted Terms”) (such letters, the “Fee Letter”)) among the parties thereto. As of the date hereof, and (in the case of clause (ii) below) assuming the accuracy of the representations set forth in Article III, no event has occurred, and there is no condition or circumstance existing, which, with or without notice, lapse of time or both, would or would reasonably be likely to bear (i) constitute a default or breach on all reasonable fees of the part of Parent, Merger Sub or, Companies' auditors for such assistance to the Knowledge extent such assistance involves work not otherwise required of Parentor requested by the Companies under applicable SEC rules, any other party thereto, under the Commitment Letter or (ii) result in any portion of the Financing being unavailable on the Closing Date. As of the date hereof, there are no conditions precedent or other contingencies related to the funding of the full amount of the Financing (including any “market flex” provisions), other than as expressly set forth in the Commitment Letter and the Fee Letter. Parent and Merger Sub have fully paid, or caused to be fully paid, any and all commitment fees or other amounts that are due and payable by Parent or Merger Sub on or prior to the date of this Agreement pursuant to the Commitment Letter or otherwise in connection with the Financing. As issuance of the date hereof, no party to any Commitment Letter has any right to imposeProxy Statement or the other transactions contemplated hereby, and Parent and Merger Sub do not have an obligation to accept, (Aii) any condition precedent reasonable out-of-pocket expenses of the Companies or their affiliates in connection therewith. The Companies acknowledge and agree that such cooperation will require the Companies, among other things, to prepare and provide to the funding of Issuers for inclusion in any prospectus or other disclosure document prepared in connection with the Financing other than as expressly set forth in (i) audited financial statements (consolidated or contemplated by the Commitment Letter combined where appropriate and the Fee Letter or (B) any reduction to the aggregate amount available under the Commitment Letter at Closing (nor any term or condition that would have the effect of reducing the aggregate amount available under the Commitment Letter at Closing) to an amount that would be insufficient for Parent and Merger Sub to consummate the Transactions, including payment of the Required Amount. As of the date hereof, and assuming the accuracy of the representations set forth in Article III, each of Parent and Merger Sub, as applicable, has no reason to believe that it will be unable to satisfy on a timely basis (taking into account the timing of the Marketing Period) any of the terms or conditions to funding to be satisfied by it contained in the Commitment Letter. (b) Assuming the Financing is funded in full on the Closing Date prepared in accordance with the Commitment Letters, the accuracy U.S. generally accepted accounting principles ("U.S. GAAP")) of the representations set forth in Article III Subsidiaries and the performance by Business for the Company year ended December 31, 2000 and any quarterly interim statements for periods ending after December 31, 2000, including separate notes reconciling the differences between U.S. GAAP and the principles stated in the Handbook of the Canadian Institute of Chartered Accountants and (ii) other information concerning the Subsidiaries and the Business. The Purchaser understands and acknowledges that its Affiliates of their respective obligations under this Agreement, including the obligations set forth in Section 6.09including, Section 6.11 and Section 6.12without limitation, Parent and Merger Sub will have, at the Closing, sufficient funds to satisfy all of the obligations of Parent and Merger Sub hereunder and its obligation to consummate the TransactionsSale, including payment of the aggregate Merger Consideration, the Option Payments, the RSU Payments and all related fees and expenses under this Agreement, the Commitment Letter and the Fee Letter, in each case, that are due and payable not conditioned on the Closing Date (collectively, the “Required Amount”). (c) In no event shall the receipt or availability of any funds or financing (including the Financing) by Parent or any of its Affiliates referred to in this Section 5.16 or any other financing or other transactions be a condition to any of Parent’s or Merger Sub’s obligations under this Agreementfinancing.

Financing. (a) Concurrently Buyer shall use commercially reasonable efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary or advisable to arrange the Debt Financing as promptly as practicable following the date hereof and to consummate the Debt Financing on the Closing Date. Such actions shall include commercially reasonable efforts to: (i) maintain in effect the Debt Commitment Letters; (ii) satisfy on a timely basis all Financing Conditions; (iii) negotiate, execute and deliver definitive agreements and other documentation (“Debt Financing Documents”) that reflect the terms contained in the Debt Commitment Letters; and (iv) in the event that the conditions set forth in Section 6.1 and the Financing Conditions have been satisfied or, upon funding would be satisfied, cause the financing providers to fund the Debt Financing in an amount sufficient, together with available cash, to consummate the execution Transactions. Buyer shall give the Company prompt notice of any breach, repudiation, or threatened or anticipated breach or repudiation, by any party to a Debt Commitment Letter of which Buyer or its Affiliates becomes aware. Without limiting Buyer’s other obligations under this Section 4.8(a), if a Financing Failure Event occurs Buyer shall (x) promptly notify Seller of such Financing Failure Event and delivery the reasons therefor, (y) use commercially reasonable efforts to obtain alternative financing, in an amount sufficient, together with available cash, to consummate the Transactions, as promptly as practicable following the occurrence of this Agreementsuch event, Parent has delivered and (z) use commercially reasonable efforts to obtain, and when obtained, provide Seller with a copy of, a new financing commitment, subject only to financing conditions substantially comparable to the Company Financing Conditions, that provides for such alternative financing. Neither Buyer nor any of its Affiliates shall amend, modify, supplement, restate, assign, substitute or replace a debt commitment letter from Debt Commitment Letter or any Debt Financing Document except for (a) substitutions and replacements pursuant to the lenders party thereto immediately preceding sentence or (b) if such amendment, modification, supplement, restatement, assignment, substitution or replacement is not reasonably likely to (x) impair or materially delay the “Committed Lenders”) and the arrangers party thereto, dated as funding of the date hereofDebt Financing or (y) impair or materially delay the Closing. Upon any such amendment, addressed to Parent (including all annexessupplement, exhibitsmodification or replacement of a Debt Commitment Letter or Debt Financing Document in accordance with this Section 4.8(a), schedules and other attachments thereto, and the term “Debt Commitment Letter” shall include such “Debt Commitment Letter” as replaced, so amended, supplemented, modified or waived after the date hereof in compliance with Section 6.09, the “Commitment Letter” and the financing contemplated thereby, the “Financing”), pursuant to which the Committed Lenders have committed, on the terms and subject replaced. Notwithstanding anything herein to the conditions set forth thereincontrary, in no event shall “commercially reasonable efforts” of Buyer under this Section 4.8 be deemed or construed to lend the amounts set forth therein for the purpose of funding the Transactions. As require Buyer to instigate or pursue litigation against any of the date hereofDebt Financing Sources. For purposes of this Agreement, the Commitment Letter has been accepted by Parent, is in full force and effect and has not been withdrawn or terminated or otherwise amended or modified in a “Financing Failure Event” shall mean any respect; provided that the existence or exercise of “market flex” provisions contained in the Fee Letter (as defined below) shall not constitute an amendment or modification to the Commitment Letter. As of the date hereof, following: (A) the Commitment Letter, in the form so delivered, is a legal, valid and binding obligation of Parent and, commitments with respect to the Knowledge of Parent, the other parties thereto, and is enforceable against each party thereto in accordance with its terms, in each case except as limited by Laws affecting the enforcement of creditors’ rights generally all or by general equitable principles. As of the date hereof, there are no other legally binding agreements, side letters or arrangements relating to the Financing (other than the Commitment Letter, the fee letter and fee credit letter relating to the Commitment Letter, true and complete copies of which have been provided to the Company, with only the existence and/or amount of fees, fee credits, “market flex” terms, pricing terms, pricing caps and other commercially sensitive information specified therein redacted, none of which redacted terms, individually or in the aggregate, would reduce the amount of the Financing below an amount necessary to make all payments required by this Agreement or adversely affect the conditionality, availability or termination of the Financing or materially delay or prevent the Closing or make the funding of the Financing less likely to occur (“Permissible Redacted Terms”) (such letters, the “Fee Letter”)) among the parties thereto. As of the date hereof, and (in the case of clause (ii) below) assuming the accuracy of the representations set forth in Article III, no event has occurred, and there is no condition or circumstance existing, which, with or without notice, lapse of time or both, would or would reasonably be likely to (i) constitute a default or breach on the part of Parent, Merger Sub or, to the Knowledge of Parent, any other party thereto, under the Commitment Letter or (ii) result in any portion of the Debt Financing necessary to consummate the Transactions expiring or being unavailable on the Closing Date. As terminated, (B) for any reason, all or any portion of the date hereofDebt Financing necessary to consummate the Transactions becoming unavailable, there are no conditions precedent or other contingencies related (C) a material breach or repudiation, by any party to the funding of the full amount of the Financing a Debt Commitment Letter (including any “market flex” provisions)in each case, other than as expressly set forth in a result of a breach by the Commitment Letter and the Fee Letter. Parent and Merger Sub have fully paid, or caused to be fully paid, any and all commitment fees or other amounts that are due and payable by Parent or Merger Sub on or prior to the date Seller of this Agreement pursuant to which prevents or renders impracticable the Commitment Letter or otherwise in connection with the Financing. As consummation of the date hereof, no party to any Commitment Letter has any right to impose, and Parent and Merger Sub do not have an obligation to accept, (A) any condition precedent to the funding of the Financing other than as expressly set forth in or contemplated by the Commitment Letter and the Fee Letter or (B) any reduction to the aggregate amount available under the Commitment Letter at Closing (nor any term or condition that would have the effect of reducing the aggregate amount available under the Commitment Letter at Closing) to an amount that would be insufficient for Parent and Merger Sub to consummate the Transactions, including payment of the Required Amount. As of the date hereof, and assuming the accuracy of the representations set forth in Article III, each of Parent and Merger Sub, as applicable, has no reason to believe that it will be unable to satisfy on a timely basis (taking into account the timing of the Marketing Period) any of the terms or conditions to funding to be satisfied by it contained in the Commitment Letter. (b) Assuming the Financing is funded in full on the Closing Date in accordance with the Commitment Letters, the accuracy of the representations set forth in Article III and the performance by the Company and its Affiliates of their respective obligations under this Agreement, including the obligations set forth in Section 6.09, Section 6.11 and Section 6.12, Parent and Merger Sub will have, at the Closing, sufficient funds to satisfy all of the obligations of Parent and Merger Sub hereunder and to consummate the Transactions, including payment of the aggregate Merger Consideration, the Option Payments, the RSU Payments and all related fees and expenses under this Agreement, the Commitment Letter and the Fee Letter, in each case, that are due and payable on the Closing Date (collectively, the “Required Amount”Debt Financing). (c) In no event shall the receipt or availability of any funds or financing (including the Financing) by Parent or any of its Affiliates or any other financing or other transactions be a condition to any of Parent’s or Merger Sub’s obligations under this Agreement.

Financing. (a) Concurrently with Subject to the execution terms and delivery conditions of this Agreement, Parent has delivered Purchaser shall use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to obtain and to consummate the Equity Financing and to obtain and, if necessary, consummate the Debt Financing on the terms and conditions described in the Securities Purchase Agreement and the Debt Commitment Letter (including the flex provisions), subject to any amendments or modifications thereto permitted by this Section 6.18, including using its commercially reasonable efforts to (i) maintain in effect the applicable Financing Commitments, subject to any amendments or modifications thereto permitted by Section 6.18(b), (ii) negotiate, execute and deliver definitive agreements with respect to the Company applicable Debt Financing Commitments on terms and conditions (including the flex provisions) contained therein, subject to any amendments or modifications thereto permitted by Section 6.18(b), (iii) satisfy on a debt commitment letter from timely basis all conditions that are applicable to Purchaser contained in the lenders party thereto applicable Financing Commitments (or, in the “Committed Lenders”case of the Debt Financing Commitments, any definitive agreements relating thereto), including the payment of any commitment, engagement or placement fees required as a condition to the applicable Financing and due and payable by Purchaser, (iv) enforce its rights under the applicable Financing Commitments (or, in the case of the Debt Financing Commitments, any definitive agreements relating thereto), (v) comply with its obligations under the applicable Financing Commitments (or, in the case of the Debt Financing Commitments, any definitive agreements relating thereto) and (vi) consummate, as necessary, the arrangers applicable Financing at or prior to the Closing. Purchaser shall provide such information as shall be necessary to keep Seller informed on a reasonable basis and in reasonable detail of the status of its efforts to arrange the debt Financing (including providing the Company with copies of all definitive agreements and other documents related to the Debt Financing). Purchaser shall give the Company prompt notice upon having knowledge of any breach by any party theretoof any of the Financing Commitments to the extent it would impair or delay the Closing or result in insufficient financing to consummate this Agreement or any termination of any of the Financing Commitments. In the event Purchaser becomes aware that all or any portion of the Debt Financing has become unavailable, dated Purchaser shall promptly notify Seller and shall, in consultation with Seller, use its commercially reasonable efforts to arrange as promptly as practicable any such portion from alternative sources on terms and conditions no less favorable to Purchaser and to Seller than the terms and conditions set forth in the Debt Commitment Letter and that would not have any of the effects specified in Section 6.18(b) (any such alternative financing, “Alternative Financing”). If an Alternative Financing is required in accordance with this Section 6.18(a), Purchaser shall obtain, and when obtained, provide Seller with a copy of, a new financing commitment that provides for such Alternative Financing, and Purchaser shall comply with its covenants in this Section 6.18(a) and Section 6.18(b) with respect to such new financing commitment (as if such financing commitment were the Debt Commitment Letter). Purchaser shall give Seller prompt notice of (A) subject to any amendments or modifications permitted by Section 6.18(b), the expiration or termination of all or any portion of the Financing Commitments (including pursuant to any Alternative Financing) or any definitive documentation relating to the foregoing; (B) for any reason, all or any portion of the Financing (including pursuant to any Alternative Financing or definitive documents relating to any of the foregoing) becoming unavailable; or (C) a breach or repudiation by any party to the Financing Commitments or Alternative Financing (including any definitive documents relating to any of the foregoing) of which Purchaser becomes aware. (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not, without the prior written consent of Seller, agree to or permit any amendment, replacements, supplement or other modification of, or waive any of its rights or remedies under the Securities Purchase Agreement, Debt Commitment Letter or Fee Letter (or any definitive agreements executed in connection therewith); provided that Purchaser may (i) make such amendments, replacements, supplements, modifications or waivers if they (w) do not add new (or adversely modify any existing) conditions to the consummation of the Financing as compared to those in the Securities Purchase Agreement, Debt Commitment Letter and Fee Letter as of the date hereof, addressed (x) do not adversely affect the ability of Purchaser to Parent timely consummate the Sale and the other transactions contemplated hereby (including all annexesincluding, exhibitsby making the conditions therein less likely to be satisfied or materially delaying, schedules and materially impeding, or preventing the Closing), (y) do not adversely affect the ability of Purchaser to enforce its rights against the other attachments theretoparties to the Securities Purchase Agreement, and Debt Commitment Letter or Fee Letter as replaced, amended, supplemented, modified or waived after in effect on the date hereof or in compliance with Section 6.09, any definitive agreements executed in connection therewith or (z) reduce the “Commitment Letter” and aggregate amount of the financing Financing contemplated thereby, thereunder in such a manner that would be reasonably likely to hinder or delay the “Financing”), pursuant to Closing or the date on which the Committed Lenders have committedFinancing would be obtained or that would cause the aggregate amount of Financing to equal an amount that would not equal or exceed the Purchase Price and (ii) amend the Debt Commitment Letter or the Securities Purchase Agreement to add investors, on underwriters, initial purchasers, placement agents, lenders, lead arrangers, book runners, syndication agents or similar entities who had not executed the terms and subject to Debt Commitment Letter or the conditions set forth therein, to lend the amounts set forth therein for the purpose of funding the Transactions. As Securities Purchase Agreement as of the date hereofof this Agreement, so long as any such addition would not reasonably be expected to prevent, materially hinder or materially delay the consummation of the Debt Financing or the Equity Financing or the transactions contemplated by this Agreement or the availability of the Debt Financing under the Debt Commitment Letter has been accepted by Parentor the Equity Financing under the Securities Purchase Agreement. Purchaser shall promptly deliver to Seller copies (redacted only as to fee amounts, is dates and certain other economic terms, including in full force and effect and has not been withdrawn or terminated or otherwise amended or modified in any respect; provided that the existence or exercise respect of “market flex” provisions contained and “securities demand” provisions, in the Fee Letter (as defined below) shall not constitute an amendment or modification to the Commitment Letter. As case of the date hereofFee Letters) of any such amendment, replacement, supplement or other modification or waiver of the Debt Commitment Letter, in Fee Letter or Securities Purchase Agreement. (c) Prior to the form so deliveredClosing, is a legalSeller shall use commercially reasonable efforts to, valid and binding obligation cause the members of Parent andthe Alkali Group and their respective officers, employees and advisors, including financial and accounting advisors, of Seller and the members of the Alkali Group, to provide such cooperation as is reasonably requested by Purchaser in connection with the Knowledge Financing (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of ParentSeller and its Subsidiaries), the other parties theretoincluding (i) participating in a reasonable number of lender meetings and calls, drafting sessions, rating agency presentations, due diligence sessions (including accounting due diligence sessions) and is enforceable against each party thereto in accordance sessions with its termsprospective underwriters, initial purchasers, placement agents, lenders, investors and ratings agencies, in each case except as limited by Laws affecting the enforcement of creditors’ rights generally or by general equitable principles. As of the date hereof, there are no other legally binding agreements, side letters or arrangements relating to the Financing at mutually agreed times; (other than the Commitment Letter, the fee letter and fee credit letter relating to the Commitment Letter, true and complete copies of which have been provided to the Company, with only the existence and/or amount of fees, fee credits, “market flex” terms, pricing terms, pricing caps and other commercially sensitive information specified therein redacted, none of which redacted terms, individually or ii) assisting Purchaser in the aggregatepreparation of (A) a customary offering document, would reduce the amount prospectus supplement, private placement memorandum and/or bank information memorandum and similar marketing documents for any of the Financing below an amount necessary and (B) materials for rating agency presentations; (iii) providing the Supplemental Financial Statements; (iv) requesting that its independent auditors cooperate with the Financing Sources and using commercially reasonable efforts to make all payments required cause such independent auditors to provide customary “comfort” letters (including “negative assurance” comfort), together with drafts of such comfort letters such independent accountants are prepared to deliver upon the “pricing” of any debt or equity securities; and (v) participation by this Agreement or adversely affect the conditionality, availability or termination senior management team of the Financing or materially delay or prevent Alkali Group in the Closing or make marketing activities undertaken in connection with the funding marketing of the Financing, including (A) assisting in the preparation of a customary bankbook, offering memorandum, confidential information memorandum, prospectus supplement, lender presentations, syndication documents, business projections and similar documents and (B) attending a reasonable number of meetings at mutually agreeable times with prospective lenders or debt or equity investors, sessions with rating agencies for the Financing less likely to occur and due diligence sessions; (“Permissible Redacted Terms”vi) (such letters, providing customary authorization and/or representation letters in connection with the “Fee Letter”)) among the parties thereto. As distribution of the date hereof, bank information memoranda contemplated by the Debt Commitment Letters to prospective lenders and (in the case of clause (ii) below) assuming the accuracy of the representations set forth in Article III, no event has occurred, and there is no condition or circumstance existing, which, with or without notice, lapse of time or both, would or would reasonably be likely to (i) constitute a default or breach on the part of Parent, Merger Sub or, to the Knowledge of Parent, any other party thereto, under the Commitment Letter or (ii) result in identifying any portion of the information therein that constitutes material non-public information regarding the Alkali Group; provided that such letters and confirmations expressly state that (x) no member of the Seller Group shall have any liability of any kind or nature resulting from the use of information in connection with their cooperation with arranging the Financing being unavailable and (y) the recipient of such letters of authorization shall be entitled to rely only on the Closing Date. As representations and warranties contained in the Financing documents; (vii) facilitating the execution and delivery by the appropriate officers of the Alkali Group of underwriting or purchase agreements, loan agreements, pledge and security documents and other definitive documents and/or certificates contemplated by the Financing; (viii) cooperating in the replacement or backstop of any outstanding letters of credit issued for the account of the Business or any joint venture thereof; (ix) furnishing Purchaser and the Financing Sources, on at least fifteen (15) Business Days prior written notice, with all documentation and other information with respect to the Alkali Group required under applicable “know your customer” and anti-money laundering laws, rules and regulations, including the USA PATRIOT Act, to the extent requested, not less than five (5) Business Days prior to the date hereofspecified by Purchaser or the Financing Sources; and (x) consenting to the use of the logos of the Business so long as such use is not reasonably likely to harm or disparage the Business or its reputation, there are no conditions precedent goodwill, products, services, offerings or intellectual property rights; provided that (v) neither Seller nor any of its Affiliates shall be required to pay any commitment or other contingencies related similar fee, provide any security, make any representations, provide any indemnification or incur any other Liability in connection with the Financing, (x) the effectiveness of any documentation executed by Seller with respect to the funding Financing shall be subject to the consummation of the full amount Closing, (y) neither Seller nor any of its Affiliates shall be required to deliver (1) any financial information in a form not customarily prepared by the Seller or its Affiliates or (2) any financial information with respect to a fiscal period that has not yet ended, and (z) Purchaser shall promptly, upon request by Seller, reimburse and indemnify Seller for all costs or Liabilities incurred by Seller or any of its Affiliates in connection with the Financing (including any “market flex” provisionsAlternative Financing), any such cooperation pursuant to this Section 6.18(c) or any information utilized in connection therewith (other than as expressly set forth in the Commitment Letter and the Fee Letter. Parent and Merger Sub have fully paid, or caused to be fully paid, any and all commitment fees or other amounts that are due and payable by Parent or Merger Sub on or prior historical information relating to the date Alkali Group provided by Seller or its Subsidiaries in writing for the purpose of this Agreement pursuant arranging the Financing or any representations and warranties hereunder), except to the Commitment Letter extent such costs or otherwise in connection with Liabilities are the Financing. As direct result of the date hereof, no party to any Commitment Letter has any right to impose, and Parent and Merger Sub do not have an obligation to accept, (A) any condition precedent to the funding gross negligence or willful misconduct of the Financing other than as expressly set forth in or contemplated by the Commitment Letter and the Fee Letter or (B) any reduction to the aggregate amount available under the Commitment Letter at Closing (nor any term or condition that would have the effect of reducing the aggregate amount available under the Commitment Letter at Closing) to an amount that would be insufficient for Parent and Merger Sub to consummate the Transactions, including payment of the Required Amount. As of the date hereof, and assuming the accuracy of the representations set forth in Article III, each of Parent and Merger Sub, as applicable, has no reason to believe that it will be unable to satisfy on a timely basis (taking into account the timing of the Marketing Period) any of the terms or conditions to funding to be satisfied by it contained in the Commitment Letter. (b) Assuming the Financing is funded in full on the Closing Date in accordance with the Commitment Letters, the accuracy of the representations set forth in Article III and the performance by the Company and its Affiliates of their respective obligations under this Agreement, including the obligations set forth in Section 6.09, Section 6.11 and Section 6.12, Parent and Merger Sub will have, at the Closing, sufficient funds to satisfy all of the obligations of Parent and Merger Sub hereunder and to consummate the Transactions, including payment of the aggregate Merger Consideration, the Option Payments, the RSU Payments and all related fees and expenses under this Agreement, the Commitment Letter and the Fee Letter, in each case, that are due and payable on the Closing Date (collectively, the “Required Amount”). (c) In no event shall the receipt or availability of any funds or financing (including the Financing) by Parent Seller or any of its Affiliates or any other financing Subsidiaries or other transactions representatives (acting in their capacity as such). Any information provided to Purchaser pursuant to this Section 6.18(c) shall be a condition subject to any of Parent’s or Merger Sub’s obligations under this the Confidentiality Agreement, Section 6.2 and Section 6.6.

Financing. (a) Concurrently with the execution and delivery of this Agreement, Parent has delivered to the Company a true, accurate and complete copy of the fully executed debt commitment letter from the lenders party thereto (the “Committed Lenders”) and the arrangers party theretoletter, dated as of August 15, 2016 (together with all annexes, schedules and exhibits thereto) from the date hereof, addressed banks named therein to Parent (including all annexes, exhibits, schedules and other attachments thereto, and as replaced, amended, supplemented, modified or waived after the date hereof in compliance with Section 6.09collectively, the “Debt Financing Commitment Letter” and the financing contemplated thereby, the “Financing”), pursuant to which the Committed Lenders have committedterms, on the terms and but subject to the conditions set forth thereinconditions, of which the lender parties thereto have committed to lend provide Parent and Merger Sub with debt financing in the amounts set forth therein for purposes of, among other things, financing the purpose Merger and the other transactions contemplated by this Agreement, paying related fees and expenses (such debt financing, as it may be modified (to the extent permitted by this Agreement), the “Debt Financing”). The Debt Financing Commitment Letter has not been amended, modified or waived in any manner prior to the date of funding this Agreement and, as of the Transactionsdate of this Agreement, no such amendment, modification or waiver is pending or contemplated. As of the date hereofof this Agreement, neither Parent nor its Subsidiaries has entered into any side letter or other agreement relating to the funding of the Debt Financing, other than as set forth in the Debt Financing Commitment Letter and the fee letters related thereto and there are no arrangements related to the Debt Financing that would be reasonably be expected to affect the availability of the Debt Financing. The proceeds of the Debt Financing (both before and after giving effect to the exercise of any or all “market flex” provisions related thereto), together with cash on hand and each long-term debt financing that replaces all or a portion of the Debt Financing (each such debt financing, each of which shall have conditions to the availability and funding of the proceeds thereof that are no more restrictive, taken as a whole, than the Financing Conditions (as defined below), a “Replacement Financing”, and collectively, the “Replacement Financings”), will be sufficient for the payment of the Merger Amount when due on the Closing. As of the date of this Agreement, the commitments contained in the Debt Financing Commitment Letter has have not been accepted by Parentwithdrawn, terminated or rescinded in any respect. As of the date of this Agreement, the Debt Financing Commitment Letter is in full force and effect and has not been withdrawn or terminated or otherwise amended or modified in any respect; provided that the existence or exercise of “market flex” provisions contained in the Fee Letter (as defined below) shall not constitute an amendment or modification to the Commitment Letter. As of the date hereofrepresents a valid, the Commitment Letter, in the form so delivered, is a legal, valid binding and binding enforceable obligation of Parent and, to the Knowledge of Parent, the each other parties party thereto, to provide the financing contemplated thereby subject only to the satisfaction or waiver of the conditions precedent set forth in Section 1 of the Debt Financing Commitment Letter (the “Financing Conditions”) and is enforceable against each party thereto subject to the Enforceability Exception. Parent has fully paid (or caused to be paid) any and all commitment fees and other amounts that are due and payable on or prior to the date of this Agreement in accordance connection with its terms, in each case except as limited by Laws affecting the enforcement of creditors’ rights generally or by general equitable principlesDebt Financing. As of the date hereof, there are no other legally binding agreements, side letters or arrangements relating to the Financing (other than the Commitment Letter, the fee letter and fee credit letter relating to the Commitment Letter, true and complete copies of which have been provided to the Company, with only the existence and/or amount of fees, fee credits, “market flex” terms, pricing terms, pricing caps and other commercially sensitive information specified therein redacted, none of which redacted terms, individually or in the aggregate, would reduce the amount of the Financing below an amount necessary to make all payments required by this Agreement or adversely affect the conditionality, availability or termination of the Financing or materially delay or prevent the Closing or make the funding of the Financing less likely to occur (“Permissible Redacted Terms”) (such letters, the “Fee Letter”)) among the parties thereto. As of the date hereof, and (in the case of clause (ii) below) assuming the accuracy of the representations set forth in Article IIIAgreement, no event has occurred, and there is no condition or circumstance existing, occurred which, with or without notice, lapse of time or both, would or would reasonably be likely to (i) constitute a breach or default or breach on the part of Parent, Merger Sub or, or to the Knowledge of Parent, any other party thereto, under the Debt Financing Commitment Letter Letter, which breach or (ii) default would reasonably be expected to result in the inability of Parent to satisfy (or materially delay the ability of Parent to satisfy) any portion of the Financing being unavailable Conditions on or prior to the Closing Date. As of the date hereof, there are no conditions precedent or other contingencies related to the funding of the full amount of the Financing (including any “market flex” provisions), other than as expressly set forth in the Commitment Letter and the Fee Letter. Parent and Merger Sub have fully paid, or caused to be fully paid, any and all commitment fees or other amounts that are due and payable by Parent or Merger Sub on or prior to the date of this Agreement pursuant to the Commitment Letter or otherwise in connection with the Financing. As of the date hereofAgreement, no party to any Commitment Letter has any right to impose, and Parent and Merger Sub do not have an obligation to accept, (A) any condition precedent to the funding of the Financing other than as expressly set forth in or contemplated by the Commitment Letter and the Fee Letter or (B) any reduction to the aggregate amount available under the Commitment Letter at Closing (nor any term or condition that would have the effect of reducing the aggregate amount available under the Commitment Letter at Closing) to an amount that would be insufficient for Parent and Merger Sub to consummate the Transactions, including payment of the Required Amount. As of the date hereof, and assuming the accuracy of the representations set forth in Article III, each of Parent and Merger Sub, as applicable, has no reason to believe that it or any other party thereto will be unable to satisfy on a timely basis (taking into account the timing of Financing Conditions at or prior to the Marketing Period) any of time contemplated hereunder for the Closing. Parent understands and acknowledges that under the terms of this Agreement, Parent’s obligation thereunder is not in any way contingent upon or conditions otherwise subject to funding Parent’s consummation of any financing arrangements, Parent’s obtaining of any financing or the availability, grant, provision or extension of any financing to be satisfied by it contained in the Commitment LetterParent. (b) Assuming the Financing is The Debt Financing, when funded in full accordance with the Debt Commitment Letter, together with cash on hand and the proceeds of the Replacement Financings, if any, will provide Parent with financing on the Closing Date in accordance with that is sufficient for (i) the Commitment Letters, the accuracy of the representations set forth in Article III and the performance by the Company and its Affiliates of their respective obligations under this Agreement, including the obligations set forth in Section 6.09, Section 6.11 and Section 6.12, Parent and Merger Sub will have, at the Closing, sufficient funds to satisfy all of the obligations of Parent and Merger Sub hereunder and to consummate the Transactions, including payment of the aggregate Merger Consideration, the Option Payments, the RSU Payments and all related fees and expenses under this Agreement, the Commitment Letter and the Fee Letter, in each case, that are due and consideration payable by Parent on the Closing Date pursuant to Article III hereof and (collectivelyii) the payment of all costs, the “Required Amount”). (c) In no event shall the receipt or availability of any funds or financing (including the Financing) fees and expenses required to be borne by Parent or any of and its Affiliates or any other financing or other transactions be a condition to any of Parent’s or Merger Sub’s obligations under in connection with this AgreementAgreement on the Closing Date.

Financing. (a) Concurrently with Attached hereto as Exhibit C is a true and complete copy, including all exhibits, schedules or amendments thereto, of the execution and delivery of this Agreement, Parent has delivered to the Company a debt fully executed commitment letter from Barclays Bank PLC, dated as of the date hereof (the “Debt Commitment Letter”) from the lenders party thereto (collectively, the “Committed Lenders”) and relating to the arrangers party thereto, dated as commitment of the date hereof, addressed Lenders to Parent (including all annexes, exhibits, schedules and other attachments theretoprovide debt financing in the aggregate amount, and as replacedsubject to the terms and conditions, amended, supplemented, modified or waived after the date hereof in compliance with Section 6.09, set forth therein (the “Commitment Letter” and the financing contemplated thereby, the “Debt Financing”), pursuant to which and any fee letters related thereto (provided, that the Committed Lenders have committedamount of fees, on the “market flex” provisions, pricing terms and subject pricing caps set forth in the fee letters, none of which would reasonably be expected to adversely affect the conditionality, enforceability, availability or termination of the Debt Financing, or reduce the aggregate principal amount thereof, may be redacted in a customary manner from any such fee letters, including from any amendments thereto). Subject to the conditions set forth in the Debt Commitment Letter and closing the financing set forth therein, Purchaser will have at the Closing, sufficient funds on hand to lend consummate the amounts set forth therein for the purpose of funding the Transactions. As of the date hereoftransactions contemplated by this Agreement, the Transaction Documents and deliver the Aggregate Purchase Price and all fees and expenses related to the transactions contemplated by this Agreement and the Transaction Documents at Closing. (b) The Debt Commitment Letter has been accepted by Parent, is in full force and effect and has not been withdrawn or terminated or otherwise amended or modified in any respect; provided that the existence or exercise of “market flex” provisions contained in the Fee Letter (as defined below) shall not constitute an amendment or modification to the Commitment Letter. As of the date hereof, the Commitment Letter, in the form so delivered, is a legal, valid and binding obligation of Parent and, to the Knowledge of Parent, the other parties thereto, and is enforceable against each party the parties thereto in accordance with its terms, in each case except as (i) 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 or by general and (ii) that the availability of equitable principles. As remedies, including specific performance, is subject to the discretion of the date hereofcourt before which any proceeding thereof may be brought. The aggregate proceeds contemplated to be provided by the Debt Commitment Letter, there together with any cash on hand of the Purchaser at Closing and the Stock Consideration, will be sufficient to consummate the transactions contemplated by this Agreement and to pay all of Purchaser’s related fees and expenses. The obligations of the Lenders to fund the commitments under the Debt Commitment Letter are not subject to any conditions other than as expressly set forth in the Debt Commitment Letter or any contingencies that would permit the Lenders to reduce the total amount of the Debt Financing. There are no other legally binding agreements, side letters or other agreements, contracts or arrangements (except for customary fee letters and engagement letters) relating to the Financing (other than the Commitment Letter, the fee letter and fee credit letter relating to the Commitment Letter, true and complete copies of which have been provided to the Company, with only the existence and/or amount of fees, fee credits, “market flex” terms, pricing terms, pricing caps and other commercially sensitive information specified therein redacted, none of which redacted terms, individually or in the aggregate, would reduce the amount of the Financing below an amount necessary to make all payments required by this Agreement or adversely affect the conditionality, availability or termination of the Financing or materially delay or prevent the Closing or make the funding of the Financing less likely to occur (“Permissible Redacted Terms”) (such letters, the “Fee Letter”)) among the parties thereto. As of the date hereof, and (in the case of clause (ii) below) assuming the accuracy of the representations set forth in Article III, no event has occurred, and there is no condition or circumstance existing, which, with or without notice, lapse of time or both, would or would reasonably be likely to (i) constitute a default or breach on the part of Parent, Merger Sub or, to the Knowledge of Parent, any other party thereto, under the Commitment Letter or (ii) result in any portion of the Financing being unavailable on the Closing Date. As of the date hereof, there are no conditions precedent or other contingencies related to the funding of the full amount of the Financing (including any “market flex” provisions), other than as expressly set forth in the Commitment Letter and the Fee Letter. Parent and Merger Sub have fully paid, or caused to be fully paid, any and all commitment fees or other amounts that are due and payable by Parent or Merger Sub on or prior to the date of this Agreement pursuant to the Commitment Letter or otherwise in connection with the Financing. As of the date hereof, no party to any Commitment Letter has any right to impose, and Parent and Merger Sub do not have an obligation to accept, (A) any condition precedent to the funding of the Debt Financing other than as expressly set forth in or contemplated by the Debt Commitment Letter Letter. Purchaser has fully paid any and the Fee Letter all commitment fees or (B) any reduction other fees required to be paid pursuant to the aggregate amount available under the Commitment Letter at Closing (nor any term or condition that would have the effect of reducing the aggregate amount available under the Commitment Letter at Closing) to an amount that would be insufficient for Parent and Merger Sub to consummate the Transactions, including payment terms of the Required AmountDebt Commitment Letter, to the extent the same are due and payable. As of the date hereofof this Agreement, (x) the Debt Commitment Letter has not been amended or modified, no such amendment or modification is contemplated, and assuming the accuracy respective commitments have not been withdrawn or rescinded in any way and (ii) no event has occurred that (with or without notice, lapse of time or both) would constitute a breach or default under the Debt Commitment Letter by Purchaser. Purchaser has no knowledge of any facts or circumstances that are reasonably likely to result in (A) any of the representations conditions set forth in Article III, each of Parent and Merger Sub, as applicable, has no reason the Debt Commitment Letter not being satisfied or (ii) the funding contemplated in the Debt Commitment Letter not being made available to believe that it will be unable to satisfy Purchaser on a timely basis (taking into account the timing of the Marketing Period) any of the terms or conditions to funding to be satisfied by it contained in the Commitment Letter. (b) Assuming the Financing is funded in full on the Closing Date in accordance with the Commitment Letters, the accuracy of the representations set forth in Article III and the performance by the Company and its Affiliates of their respective obligations under this Agreement, including the obligations set forth in Section 6.09, Section 6.11 and Section 6.12, Parent and Merger Sub will have, at the Closing, sufficient funds to satisfy all of the obligations of Parent and Merger Sub hereunder and order to consummate the Transactions, including payment of the aggregate Merger Consideration, the Option Payments, the RSU Payments and all related fees and expenses under this Agreement, the Commitment Letter and the Fee Letter, in each case, that are due and payable on the Closing Date (collectively, the “Required Amount”). (c) In no event shall the receipt or availability of any funds or financing (including the Financing) transactions contemplated by Parent or any of its Affiliates or any other financing or other transactions be a condition to any of Parent’s or Merger Sub’s obligations under this Agreement.

Financing. (ai) Concurrently Parent will have sufficient funds available to it for Parent and, after the Effective Time, the Surviving Corporation, to complete the Merger and refinance in full all amounts outstanding under the Company ABL Credit Agreement and the Senior Secured Indenture, to pay cash in lieu of fractional shares in accordance with Section 4.2(f), and to satisfy the respective obligations of Parent and Merger Sub as and when contemplated by this Agreement and to pay or otherwise perform such obligations of Parent and Merger Sub under any agreement or documents entered into in connection with the execution Merger (including any fees and delivery of this Agreement, expenses relating to the Financing). (ii) Parent has delivered to the Company true and complete copies of (i) a fully executed debt commitment letter from the lenders party thereto (the “Committed Lenders”) and the arrangers party theretoletter, dated as of the date hereof, addressed to Parent of this Agreement (including all annexesschedules, exhibitsannexes and exhibits thereto) (the “Commitment Letter”) and (ii) the fully executed fee letters referenced therein, schedules relating to fees with respect to the Financing contemplated by the Commitment Letter (collectively, the “Fee Letter,” and other attachments theretotogether with the Commitment Letter, and as replaced, amended, supplemented, modified or waived after the date hereof in compliance with Section 6.09collectively, the “Commitment Letter” Papers”), by and among Parent and the Financing Sources specified therein (with only fee amounts and other economic terms, and the “flex” provisions, redacted, none of which redacted provisions would adversely affect the conditionality, enforceability, termination or amount of the debt financing contemplated therebyby the Commitment Letter). As used herein, the debt financing contemplated in the Commitment Papers, together with, unless the context otherwise requires, any replacement financing, including any bank financing or debt securities issued in lieu thereof, is collectively referred to as the “Financing”), pursuant to which the Committed Lenders have committed, on the terms and subject to the conditions set forth therein, to lend the amounts set forth therein for the purpose of funding the Transactions. .” As of the date hereofof this Agreement, each of the Commitment Letter has been accepted by Parent, Papers is in full force and effect and has not been withdrawn withdrawn, rescinded or terminated terminated, or otherwise amended or modified in any respect; provided respect and, to the Knowledge of Parent, no amendment or modification in any manner that is potentially adverse to the existence or exercise Company is contemplated as of “market flex” provisions contained the date of this Agreement (other than as set forth in the Fee Letter (as defined below) shall with respect to flex rights and/or to add additional lenders, arrangers, bookrunners, syndication agents and similar entities who had not constitute an amendment or modification to executed the Commitment Letter. As Papers as of the date hereofof this Agreement), and each of the Commitment LetterPapers, in the form so delivered, is a constitutes the legal, valid and binding obligation of of, and is enforceable against, Parent and, to the Knowledge of Parent, each of the other parties thereto, and is enforceable against each party thereto in accordance with its termssubject, in each case case, to the Bankruptcy and Equity Exception. Except as set forth in the Commitment Papers and except for any engagement letters, fee credit letters and fee letters related to the permanent financing described in the Commitment Papers, as limited by Laws affecting of the enforcement date of creditors’ rights generally this Agreement, there are no contracts, agreements, “side letters” or by general equitable principles. other arrangements to which Parent, Merger Sub or any of their respective affiliates is a party relating to the Commitment Papers or the Financing. (iii) As of the date hereof, there are no other legally binding agreements, side letters or arrangements relating to the Financing (other than the Commitment Letter, the fee letter and fee credit letter relating to the Commitment Letter, true and complete copies of which have been provided to the Company, with only the existence and/or amount of fees, fee credits, “market flex” terms, pricing terms, pricing caps and other commercially sensitive information specified therein redacted, none of which redacted terms, individually or in the aggregate, would reduce the amount of the Financing below an amount necessary to make all payments required by this Agreement or adversely affect the conditionality, availability or termination of the Financing or materially delay or prevent the Closing or make the funding of the Financing less likely to occur (“Permissible Redacted Terms”) (such letters, the “Fee Letter”)) among the parties thereto. As of the date hereof, and (in the case of clause (ii) below) assuming the accuracy of the representations set forth in Article IIIAgreement, no event has occurred, and there is no condition or circumstance existing, occurred which, with or without notice, lapse of time or both, would constitutes, or would reasonably be likely expected to (i) constitute constitute, a default or breach on the part of Parent, Merger Sub by Parent or, to the Knowledge of Parent, any other party thereto, under of any term of the Commitment Papers. As of the date of this Agreement, no Financing Source party to the Commitment Letter has notified Parent in writing of its termination or repudiation (iior intent to terminate or repudiate) result in any of the commitments under such Commitment Letter or intent not to provide all or any portion of the Financing. Assuming the truth and accuracy of the Company’s representations and warranties set forth in Section 5.1 and compliance by the Company with its obligations hereunder, in each case, in all material respects, and assuming satisfaction of the conditions in Section 7.3 (other than those conditions that by their nature can only be satisfied at the Closing, but subject to the satisfaction or waiver thereof), Parent has no reason to believe that any of the conditions to the availability and funding, as applicable, of the Financing being unavailable contemplated by the Commitment Papers will fail to be satisfied on the Closing Date. Date or that the full amounts committed pursuant to the Commitment Letter will not be available to be funded on the Closing Date to the extent required to refinance in full all amounts outstanding under the Company ABL Credit Agreement and the Senior Secured Indenture, to pay cash in lieu of fractional shares in accordance with Section 4.2(f) and to pay the fees and expenses relating to the Merger and the Financing. (iv) Notwithstanding anything to the contrary in this Agreement, each of Parent and Merger Sub acknowledges that its obligation to consummate the Merger as set forth in this Agreement is not contingent on Parent’s ability to obtain any financing, whether pursuant to the Commitment Papers or otherwise. (v) As of the date hereof, there are no conditions precedent or other contingencies related to the funding of the full amount of the Financing (including any “market flex” provisions), other than as expressly set forth in the Commitment Letter and the Fee Letter. Parent and Merger Sub have fully paid, paid (or caused to be fully paid, ) any and all commitment fees or other amounts that are due and payable fees required by Parent or Merger Sub the Commitment Papers to be paid on or prior to before the date of this Agreement pursuant Agreement. The only conditions precedent related to the obligations of the Financing Sources party to the Commitment Letter or otherwise in connection with to fund the Financing. As of the date hereof, no party to any Commitment Letter has any right to impose, and Parent and Merger Sub do not have an obligation to accept, (A) any condition precedent to the funding full amount of the Financing other than as expressly set forth in or contemplated by the Commitment Letter and the Fee Letter or (B) any reduction to the aggregate amount available under the Commitment Letter at Closing (nor any term or condition that would have the effect of reducing the aggregate amount available under the Commitment Letter at Closing) to an amount that would be insufficient for Parent and Merger Sub to consummate the Transactions, including payment of the Required Amount. As of the date hereof, and assuming the accuracy of the representations are expressly set forth in Article III, each of Parent and Merger Sub, as applicable, has no reason to believe that it will be unable to satisfy on a timely basis (taking into account the timing of the Marketing Period) any of the terms or conditions to funding to be satisfied by it contained in the Commitment Letter. (b) Assuming the Financing is funded in full on the Closing Date in accordance with the Commitment Letters, the accuracy of the representations set forth in Article III and the performance by the Company and its Affiliates of their respective obligations under this Agreement, including the obligations set forth in Section 6.09, Section 6.11 and Section 6.12, Parent and Merger Sub will have, at the Closing, sufficient funds to satisfy all of the obligations of Parent and Merger Sub hereunder and to consummate the Transactions, including payment of the aggregate Merger Consideration, the Option Payments, the RSU Payments and all related fees and expenses under this Agreement, the Commitment Letter and the Fee Letter, in each case, that are due and payable on the Closing Date (collectively, the “Required Amount”). (c) In no event shall the receipt or availability of any funds or financing (including the Financing) by Parent or any of its Affiliates or any other financing or other transactions be a condition to any of Parent’s or Merger Sub’s obligations under this Agreement.

Financing. (a) Concurrently 2.3.1 The Buyer and the Offeror will be able to, and the Offeror shall, in accordance with the execution and delivery terms of this Agreement, Parent has delivered : (i) pay the aggregate Offer Consideration (including any increase thereto in accordance with clauses 2.2.1 and 2.2.2 hereof) payable in respect of the Company Shares pursuant to the Offer, the aggregate Advance Liquidation Distribution or the aggregate Company Newco Liquidation Distributions, in each case when due pursuant to the terms of this Agreement; (ii) pay or refinance when due all the Group's indebtedness (including the Company Warrants and Company Call Options) that is required to be repaid or refinanced on the Settlement Date or within ninety (90) days thereof (together with the payment of make-whole amounts, early termination fees or other fees, costs and expenses in connection therewith) in connection with the Settlement or the other Transactions on the terms and conditions of this Agreement; and (iii) pay on the Settlement Date all fees and expenses incurred by the Buyer or the Offeror in connection with this Agreement and the Transactions including the Offer that are due on the Settlement Date (the amounts of cash needed for such payments referenced in this clause 2.3.1, the "Settlement Amounts"). 2.3.2 The Buyer shall confirm in the Joint Announcement that it will have satisfied the certain funds requirements of Section 13 of the German Takeover Act on the date of filing and publication of the Tender Offer Document and shall procure that the statement of an independent investment services enterprise pursuant to Section 13 para. 1 sentence 2 of the German Takeover Act (the "Cash Confirmation"), confirming that the Buyer has the necessary means at its disposal to fully finance the Offer as well as the related transaction costs, is available prior to filing of the Offer for clearance with BaFin. 2.3.3 The Buyer has received a fully executed (i) debt commitment letter from the lenders party thereto (the “Committed Lenders”) and the arrangers party thereto, dated as of the date hereof, addressed to Parent among the Buyer and the Debt Financing Sources party thereto (including all annexes, exhibits, schedules and other attachments thereto, and annexes to such letter in effect as replaced, amended, supplemented, modified or waived after of the date hereof in compliance with Section 6.09, the “Commitment Letter” and the financing contemplated thereby, the “Financing”), hereof) pursuant to which the Committed Lenders such Debt Financing Sources have committedagreed, on subject to the terms and subject to the conditions set forth thereinthereof, to lend to the amounts Buyer the amount set forth therein for the purpose purposes of funding financing the TransactionsTransactions (the "Debt Commitment Letter") and (ii) fee letter, which is the fee letter referenced in the Debt Commitment Letter (the "Fee Letter") (the documents set forth in the foregoing clause (i) and (ii), the "Financing Documentation"). The Buyer has delivered to the Company true, complete and correct copies of the executed Financing Documentation (except that, with respect to the Fee Letter, the fee amounts, pricing caps, flex and other economic terms set forth therein may be redacted; provided, however, that such redactions do not permit the imposition of any new conditions (or the expansion of any existing conditions)). As of the date hereofof this Agreement, the obligations of the Debt Financing Sources to fund their commitments under the Debt Commitment Letter has been accepted by Parent, is in full force and effect and has are not been withdrawn or terminated or otherwise amended or modified in subject to any respect; provided that condition precedent other than the existence or exercise of “market flex” provisions contained conditions expressly set forth in the Fee Debt Commitment Letter (as defined below) shall not constitute an amendment or modification to the Commitment Letter. As of the date hereof, the Commitment Letter, in the form so delivered, is a legal, valid and binding obligation of Parent and, to the Knowledge of Parent, the other parties thereto, and is enforceable against each party thereto in accordance with its terms, in each case except as limited by Laws affecting the enforcement of creditors’ rights generally or by general equitable principles. As of the date hereof, there are no other legally binding agreements, side letters or arrangements relating to the Debt Financing (other than the Commitment LetterFinancing Documentation) that would adversely affect the availability of, or the fee letter and fee credit letter relating to conditions to, funding the Commitment Letter, true and complete copies of which have been provided to the Company, with only the existence and/or amount of fees, fee credits, “market flex” terms, pricing terms, pricing caps and other commercially sensitive information specified therein redacted, none of which redacted terms, individually or in the aggregate, would reduce the full amount of the Financing below an amount necessary to make all payments required by this Agreement or adversely affect the conditionality, availability or termination of the Financing or materially delay or prevent the Closing or make the funding of the Financing less likely to occur (“Permissible Redacted Terms”) (such letters, the “Fee Letter”)) among the parties thereto. Debt Financing. 2.3.4 As of the date hereofof this Agreement, (a) the Financing Documentation is in full force and effect and is a legal, valid, binding and enforceable obligation of the Buyer and, to the knowledge of the Buyer, each other person party thereto (subject to applicable Bankruptcy and Equity Exceptions) and (in the case of clause (iib) below) assuming the accuracy of the representations set forth in Article III, no event has occurred, and there is no condition or circumstance existing, whichoccurred that, with or without notice, lapse of time time, or both, would or would reasonably be likely expected to (i) constitute a default or breach or a failure to satisfy a condition precedent on the part of Parent, Merger Sub or, to the Knowledge of Parent, any other party thereto, Buyer under the Commitment Letter or (ii) result in any portion terms and conditions of the Financing being unavailable Documentation. The Buyer has fully paid (or caused to be paid) any and all commitment fees or other fees in connection with the Financing Documentation that are required to be paid on or prior to the Closing Datedate hereof and has otherwise satisfied all other terms and conditions required by the Financing Documentation to be satisfied prior to the date hereof. As of the date hereof, there are no conditions precedent the Financing Documentation has not been modified, amended or other contingencies related to the funding altered and none of the full amount commitments under the Debt Commitment Letter have been withdrawn or rescinded in any respect. 2.3.5 From the date hereof until the earlier of the Financing (including any “market flex” provisions), other than as expressly set forth in Completion Date or the Commitment Letter and the Fee Letter. Parent and Merger Sub have fully paid, or caused to be fully paid, any and all commitment fees or other amounts that are due and payable by Parent or Merger Sub on or prior to the date termination of this Agreement pursuant to the Commitment Letter or otherwise in connection with the Financing. As of the date hereof, no party to any Commitment Letter has any right to impose, and Parent and Merger Sub do not have an obligation to accept, (A) any condition precedent to the funding of the Financing other than as expressly set forth in or contemplated by the Commitment Letter and the Fee Letter or (B) any reduction to the aggregate amount available under the Commitment Letter at Closing (nor any term or condition that would have the effect of reducing the aggregate amount available under the Commitment Letter at Closing) to an amount that would be insufficient for Parent and Merger Sub to consummate the Transactions, including payment of the Required Amount. As of the date hereof, and assuming the accuracy of the representations set forth in Article III, each of Parent and Merger Sub, as applicable, has no reason to believe that it will be unable to satisfy on a timely basis (taking into account the timing of the Marketing Period) any of the terms or conditions to funding to be satisfied by it contained in the Commitment Letter. (b) Assuming the Financing is funded in full on the Closing Date in accordance with the Commitment Lettersits terms, the accuracy of Buyer shall use reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary to arrange and obtain the representations set forth in Article III Financing and the performance by the Company and its Affiliates proceeds therefrom in an amount sufficient, when taken together with Buyer’s other sources of their respective obligations under this Agreement, including the obligations set forth in Section 6.09, Section 6.11 and Section 6.12, Parent and Merger Sub will have, at the Closing, sufficient funds to satisfy all of the obligations of Parent and Merger Sub hereunder and to consummate the Transactions, including payment of the aggregate Merger Consideration, the Option Payments, the RSU Payments and all related fees and expenses under this Agreement, the Commitment Letter and the Fee Letter, in each case, that are due and payable on the Closing Date (collectivelyCompletion Date, to permit it to pay the “Required Amount”)Settlement Amounts due on such date. (c) In no event shall 2.3.6 The Buyer acknowledges and agrees that the receipt or availability obtaining of any funds or financing (including the Financing) by Parent or any of its Affiliates or any other financing or other transactions be is not a condition to the Buyer's obligation to complete the Offer and the Share Transfer and consummate the other Transactions. For the avoidance of doubt, if any financing has not been obtained, the Buyer shall continue to be obligated, prior to any valid termination of Parent’s this Agreement in accordance with clause 16.1 and subject to the fulfilment or Merger Sub’s obligations under waiver of the Offer Conditions, to complete the Offer and the Share Transfer and consummate the other Transactions on the terms and conditions of this Agreement.. 13 / 107

Financing. (a) Concurrently with As of the execution and delivery date of this Agreement, Parent has delivered to the Company a debt commitment letter from true, complete and correct copies of the lenders party thereto fully executed Commitment Letter and the Fee Letter executed in connection with the Financing (with certain fee amounts and certain economic terms of the “Committed Lenders”) and the arrangers party theretomarket flex” provisions redacted, dated as none of the date hereof, addressed to which such redacted fees or economic terms would constitute Parent (including all annexes, exhibits, schedules and other attachments thereto, and as replaced, amended, supplemented, modified or waived after the date hereof in compliance with Section 6.09, the “Commitment Letter” and the financing contemplated thereby, the “Financing”Financing Expenses), pursuant to which the Committed Lenders have committed, on the terms and subject to the conditions set forth therein, to lend the amounts set forth therein for the purpose of funding the Transactions. As of the date hereof, the Commitment Letter has been accepted by Parent, is in full force and effect and has not been withdrawn or terminated or otherwise amended or modified in any respect; provided that constitutes the existence or exercise of “market flex” provisions contained in the Fee Letter (as defined below) shall not constitute an amendment or modification to the Commitment Letter. As of the date hereof, the Commitment Letter, in the form so delivered, is a legal, valid valid, binding and binding obligation enforceable obligations of Parent and, to the Knowledge of Parent, the other parties theretothereto (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and is enforceable against each party thereto in accordance with its terms, in each case except as limited by Laws other laws affecting the enforcement of creditors’ rights generally or by and general equitable principlesprinciples of equity). As of the date hereof, there the Commitment Letter has not been amended or modified in any respect and, to the Knowledge of Parent, the respective commitments therein have not been withdrawn or terminated. There are no other legally binding agreementsconditions precedent or, side letters or arrangements relating to the Knowledge of Parent, other contingencies related to the funding of the full amount of the Financing (other than on the terms set forth in the Commitment Letter, Letter (as such terms may be altered in accordance with the fee letter and fee credit letter relating to the Commitment Letter, true and complete copies of which have been provided to the Company, with only the existence and/or amount of fees, fee credits, “market flex” terms, pricing terms, pricing caps and other commercially sensitive information specified therein redacted, none of which redacted terms, individually or provisions set forth in the aggregate, would reduce Fee Letter executed in connection with the amount Financing) other than as expressly set forth as of the Financing below an amount necessary to make all payments required by this Agreement or adversely affect date hereof in the conditionality, availability or termination of the Financing or materially delay or prevent the Closing or make the funding of the Financing less likely to occur (“Permissible Redacted Terms”) (such letters, the “Fee Commitment Letter”)) among the parties thereto. As of the date hereof, and (in the case of clause (ii) below) assuming the accuracy of the representations set forth in Article III, no event has occurred, and there is no condition or circumstance existing, whichoccurred that, with or without notice, lapse of time or both, would or would reasonably be likely to (i) constitute a default breach by Parent or breach on any other party thereto under the part Commitment Letter. Subject to the terms and conditions of the Commitment Letter, as of the date hereof, assuming compliance by the Company in all material respects with its covenants contained in Section 5.1 and Section 7.12(h) and assuming satisfaction of the conditions set forth in Section 8.1 and Section 8.2, the aggregate proceeds to be disbursed pursuant to the agreements contemplated by the Commitment Letter, together with other financial resources of Parent, Merger Sub orincluding cash on hand and marketable securities, will, in the aggregate, be sufficient to fund the Knowledge payment of Parentany debt required to be repaid, any other party theretoredeemed, under retired, canceled, terminated or otherwise satisfied or discharged in connection with the Commitment Letter or (ii) result in any portion Amalgamation as of the Financing being unavailable on date hereof (including all Indebtedness of the Closing DateCompany and its Subsidiaries required to be repaid, redeemed, retired, canceled, terminated or otherwise satisfied or discharged in connection with the Amalgamation, including premiums and fees incurred in connection therewith (the “Required Refinancing Indebtedness”)), and all other fees and expenses incurred by Parent and Amalgamation Sub in connection with the Amalgamation and the other transactions contemplated hereby. As of the date hereof, there are no conditions precedent or other contingencies related to the funding assuming satisfaction of the full amount conditions set forth in Section 8.2, Parent has no reason to believe that either it or any other party will be unable to satisfy on a timely basis any condition of the Financing (including any “market flex” provisions), other than as expressly set forth in under the Commitment Letter or any related Fee Letter or that the Financing contemplated by the Commitment Letter will not be made available to Parent on the Closing Date; provided that Parent is not making any representation or warranty regarding the Company’s future performance, the effect of any inaccuracy of the representations and warranties of the Company in this Agreement or the failure of the Company to comply with any of its covenants in all material respects under this Agreement. There are no other letters, agreements or understandings (other than customary non-disclosure agreements and diligence non-reliance letters) between Parent, on the one hand, and the Fee LetterFinancing Sources, on the other hand, in connection with the Financing. Parent has fully paid all fees and Merger Sub have fully paid, or caused expenses and other amounts required to be fully paid, any and all commitment fees or other amounts that are due and payable by Parent or Merger Sub paid on or prior to the date of this Agreement pursuant to the Commitment Letter or otherwise in connection with the FinancingLetter. As of the date hereof, no party to any Commitment Letter has any right to impose, and Parent and Merger Sub do not have an obligation to accept, (A) any condition precedent to the funding of the Financing other Other than as expressly set forth in or contemplated by the Commitment Letter and the Fee Letter or (B) any reduction to the aggregate amount available under the Commitment Letter at Closing (nor any term or condition that would have the effect of reducing the aggregate amount available under the Commitment Letter at Closing) to an amount that would be insufficient for Parent and Merger Sub to consummate the Transactions, including payment of the Required Amount. As of the date hereof, and assuming the accuracy of the representations set forth in Article III, each of Parent and Merger Sub, as applicable, has no reason to believe that it will be unable to satisfy on a timely basis (taking into account the timing of the Marketing Period) any of the terms or conditions to funding to be satisfied by it contained in the Commitment Letter, there are no fees or expenses that would constitute Parent Financing Expenses. (b) Assuming the Financing is funded in full on the Closing Date in accordance with the Commitment Letters, the accuracy of the representations set forth in Article III and the performance by the Company and its Affiliates of their respective obligations under this Agreement, including the obligations set forth in Section 6.09, Section 6.11 and Section 6.12, Parent and Merger Sub will have, at the Closing, sufficient funds to satisfy all of the obligations of Parent and Merger Sub hereunder and to consummate the Transactions, including payment of the aggregate Merger Consideration, the Option Payments, the RSU Payments and all related fees and expenses under this Agreement, the Commitment Letter and the Fee Letter, in each case, that are due and payable on the Closing Date (collectively, the “Required Amount”). (c) In no event shall the receipt or availability of any funds or financing (including the Financing) by Parent or any of its Affiliates or any other financing or other transactions be a condition to any of Parent’s or Merger Sub’s obligations under this Agreement.

Financing. Parent has delivered to the Company true and complete fully executed copies of (a) Concurrently with the commitment letter, dated as of the date hereof, among Parent, ▇▇▇▇▇▇▇ Sachs Bank USA and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc. (the “Commitment Letter”) and (b) the fee letter, among Parent, ▇▇▇▇▇▇▇ Sachs Bank USA and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., dated as of the date hereof (in each case, as redacted to remove only fee amounts, pricing caps, rates and amounts included in the “market flex,” certain other economic provisions and certain other confidential terms (none of which could affect the conditionality, principal amount, enforceability, termination or availability of the Financing)), in each case, including all exhibits, schedules, annexes and amendments to such letters in effect as of the date of this Agreement (collectively, the “Debt Letters”), pursuant to which and subject to the terms and conditions thereof, each of the parties thereto (other than Parent) has severally committed to lend the amounts set forth therein to Parent (the provision of such funds as set forth therein, the “Financing”) for the purposes set forth in such Debt Letters. The Debt Letters have not been amended, restated or otherwise modified or waived prior to the execution and delivery of this Agreement (other than as permitted pursuant to Section 5.04(d), including amendments to add lenders, arrangers, agents, bookrunners, managers and other financing sources), and the respective commitments contained in the Debt Letters have not been withdrawn, rescinded, amended, restated or otherwise modified in any respect prior to the execution and delivery of this Agreement. As of the execution and delivery of this Agreement, Parent has delivered to the Company a debt commitment letter from the lenders party thereto (the “Committed Lenders”) and the arrangers party thereto, dated as of the date hereof, addressed to Parent (including all annexes, exhibits, schedules and other attachments thereto, and as replaced, amended, supplemented, modified or waived after the date hereof in compliance with Section 6.09, the “Commitment Letter” and the financing contemplated thereby, the “Financing”), pursuant to which the Committed Lenders have committed, on the terms and subject to the conditions set forth therein, to lend the amounts set forth therein for the purpose of funding the Transactions. As of the date hereof, the Commitment Letter has been accepted by Parent, is Debt Letters are in full force and effect and has not been withdrawn or terminated or otherwise amended or modified in any respect; provided that constitute the existence or exercise of “market flex” provisions contained in the Fee Letter (as defined below) shall not constitute an amendment or modification to the Commitment Letter. As of the date hereof, the Commitment Letter, in the form so delivered, is a legal, valid and binding obligation of each of Parent and, to the Knowledge of Parent’s knowledge, the other parties thereto, subject in each case to the Bankruptcy and Equity Exceptions. There are no conditions precedent or contingencies directly or indirectly related to the funding of the Financing pursuant to the Debt Letters, other than as expressly set forth in the Debt Letters. Assuming the Financing is enforceable against each party thereto funded in accordance with its termsthe terms of the Debt Letters, Parent and Merger Sub will have at the Closing the funds required to pay all of Parent’s obligations under this Agreement, including the payment of the Merger Consideration and all fees and expenses expected to be incurred in each case except as limited by Laws affecting the enforcement of creditors’ rights generally or by general equitable principlesconnection therewith. As of the date hereof, there are no other legally binding agreements, side letters or arrangements relating to the Financing (other than the Commitment Letter, the fee letter and fee credit letter relating to the Commitment Letter, true and complete copies of which have been provided to the Company, with only the existence and/or amount of fees, fee credits, “market flex” terms, pricing terms, pricing caps and other commercially sensitive information specified therein redacted, none of which redacted terms, individually or in the aggregate, would reduce the amount of the Financing below an amount necessary to make all payments required by this Agreement or adversely affect the conditionality, availability or termination of the Financing or materially delay or prevent the Closing or make the funding of the Financing less likely to occur (“Permissible Redacted Terms”) (such letters, the “Fee Letter”)) among the parties thereto. As of the date hereof, and (in the case of clause (ii) below) assuming the accuracy of the representations set forth in Article IIIAgreement, no event has occurred, and there is no condition or circumstance existing, occurred which, with or without notice, lapse of time or both, would or would reasonably be likely to (i) constitute a breach or default or breach on the part of Parent, Merger Sub Parent or, to the Knowledge of Parent’s Knowledge, any other party thereto, to the Debt Letters under the Commitment Letter or Debt Letters that would (iia) result in any portion of the conditions in the Debt Letters not being satisfied or (b) otherwise result in the Financing not being unavailable on available, other than such default or breach that has been waived by the Closing DateLenders or otherwise cured in a timely manner by Parent or Merger Sub to the satisfaction of the Lenders, as the case may be. As of the date hereofof this Agreement, there are no conditions precedent side letters or other contingencies agreements, Contracts, arrangements or understandings (written or oral) directly or indirectly related to the funding of the full Financing that could affect the conditionality, principal amount of the Financing (including any “market flex” provisions), other than as expressly set forth in the Commitment Letter and the Fee Letter. Parent and Merger Sub have fully paid, or caused to be fully paid, any and all commitment fees or other amounts that are due and payable by Parent or Merger Sub on or prior to the date of this Agreement pursuant to the Commitment Letter or otherwise in connection with the Financing. As of the date hereof, no party to any Commitment Letter has any right to impose, and Parent and Merger Sub do not have an obligation to accept, (A) any condition precedent to the funding availability of the Financing other than as expressly set forth in the Debt Letters. Parent will pay on the Business Day immediately following the execution of this Agreement all commitment fees or contemplated other fees required by the Commitment Letter and the Fee Letter or (B) any reduction to the aggregate amount available under the Commitment Letter at Closing (nor any term or condition that would have the effect of reducing the aggregate amount available under the Commitment Letter at Closing) to an amount that would be insufficient for Parent and Merger Sub to consummate the Transactions, including payment terms of the Required AmountDebt Letters to be paid in connection with the execution of this Agreement in connection with the Financing. As of the date hereof, and assuming Assuming the accuracy of the Company’s representations set forth in Article III, each of Parent and Merger Subwarranties contained herein, as applicableof the date of this Agreement, Parent has no reason to believe that it any of the conditions to the Financing contemplated by the Debt Letters will not be unable to satisfy satisfied on a timely basis (taking into account the timing of the Marketing Period) any of the terms or conditions to funding to be satisfied by it contained in the Commitment Letter. (b) Assuming that the Financing is funded in full contemplated by the Debt Letters will not be made available on the Closing Date in accordance with the Commitment Letters, the accuracy of the representations set forth in Article III and the performance by the Company and its Affiliates of their respective obligations under this Agreement, including the obligations set forth in Section 6.09, Section 6.11 and Section 6.12, Parent and Merger Sub will have, at the Closing, sufficient funds to satisfy all of the obligations of Parent and Merger Sub hereunder and to consummate the Transactions, including payment of the aggregate Merger Consideration, the Option Payments, the RSU Payments and all related fees and expenses under this Agreement, the Commitment Letter and the Fee Letter, in each case, that are due and payable on the Closing Date (collectively, the “Required Amount”)Date. (c) In no event shall the receipt or availability of any funds or financing (including the Financing) by Parent or any of its Affiliates or any other financing or other transactions be a condition to any of Parent’s or Merger Sub’s obligations under this Agreement.

Financing. (a) Concurrently with the execution and delivery of this Agreement, Parent has delivered to the Company a debt true, complete and correct copy of two executed commitment letter from letters, each dated as of November 21, 2011, among Parent and Bank of America, N.A., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and Barclays Bank PLC (together, the lenders party thereto “Lead Commitment Parties” and, together with any person who executes a joinder to such commitment letters or who otherwise commits to provide any portion of the Financing (as defined below), “Commitment Parties” and, together with their respective shareholders, partners, members, affiliates, directors, officers, employees and agents, the “Financing Sources”), which are attached hereto as Annex D (the “Committed Lenders”) and the arrangers party thereto, dated as of the date hereof, addressed to Parent (including all annexes, exhibits, schedules and other attachments thereto, and as replaced, amended, supplemented, modified or waived after the date hereof in compliance with Section 6.09, the “Commitment Letter” and the financing contemplated thereby, the “FinancingFinancing Commitments”), pursuant to which the Committed Lenders lenders party thereto severally have committed, on the terms and subject to the conditions set forth therein, to lend the amounts set forth therein for the purpose purposes of funding financing the TransactionsTransactions (the “Financing”). As The Financing Commitments have not been amended or modified prior to the date hereof, and, as of the date hereof, the Commitment Letter has been accepted by Parent, is respective commitments contained in full force and effect and has the Financing Commitments have not been withdrawn or terminated or otherwise amended or modified rescinded in any respect; provided that the existence or exercise of “market flex” provisions contained in the Fee Letter (as defined below) shall not constitute . Except for a fee letter and an amendment or modification agency fee letter relating to the Commitment Letter. As of the date hereof, the Commitment Letter, in the form so delivered, is a legal, valid fees and binding obligation of Parent and, to the Knowledge of Parent, the other parties thereto, and is enforceable against each party thereto in accordance related arrangements with its terms, in each case except as limited by Laws affecting the enforcement of creditors’ rights generally or by general equitable principles. As of the date hereof, there are no other legally binding agreements, side letters or arrangements relating respect to the Financing (other than the Commitment Lettertrue, the fee letter complete and fee credit letter relating to the Commitment Letter, true and complete correct copies of which have has been provided to the Company, with only the existence and/or amount of fees, fee credits, “market flex” terms, pricing terms, pricing caps amounts and other commercially sensitive information specified therein redacted, none of which redacted terms, individually or in the aggregate, would reduce the amount certain economic terms of the Financing below an amount necessary to make all payments required by this Agreement or adversely affect the conditionalitymarket flex redacted), availability or termination as of the Financing date hereof there are no side letters or materially delay other Contracts or prevent arrangements altering the Closing terms or make conditions of the funding of the Financing less likely other than as expressly set forth in the Financing Commitments delivered to occur (“Permissible Redacted Terms”) (such lettersthe Company prior to the date hereof. Parent has fully paid any and all commitment fees or other fees in connection with the Financing Commitments that are due and payable on or prior to the date hereof, the “Fee Letter”)) among the parties thereto. As and, as of the date hereof, the Financing Commitments are in full force and (in effect and are the legal, valid, binding and enforceable obligations of Parent and Merger Sub, as the case may be, in each case subject to the Bankruptcy and Equity Exception and any legal limitations on the enforceability of clause (ii) below) assuming provisions requiring indemnification against liabilities under securities laws in connection with any offering, sale or issuance of securities, and, to the accuracy knowledge of the representations set forth in Article III, no event has occurred, and there is no condition or circumstance existing, which, with or without notice, lapse of time or both, would or would reasonably be likely to (i) constitute a default or breach on the part executive officers of Parent, Merger Sub or, to the Knowledge of Parent, any other party thereto, under the Commitment Letter or (ii) result in any portion each of the Financing being unavailable on the Closing Dateother parties thereto. As of the date hereof, there There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing (including any “market flex” provisions)Financing, other than as expressly set forth in the Commitment Letter Financing Commitments. Assuming the accuracy of the representations and the Fee Letter. Parent and Merger Sub have fully paid, or caused to be fully paid, any and warranties set forth in Section 4.1 in all commitment fees or other amounts that are due and payable by Parent or Merger Sub on or prior material respects (except to the date of this Agreement pursuant extent already qualified as to the Commitment Letter or otherwise in connection with the Financing. As Company Material Adverse Effect), as of the date hereof, no party event has occurred that, with or without notice, lapse of time or both, has constituted or would reasonably be expected to constitute a default or breach under any Commitment Letter has any right to impose, and Parent and Merger Sub do not have an obligation to accept, (A) any condition precedent to the funding of the Financing other than as expressly set forth in Commitments by Parent or contemplated by the Commitment Letter and the Fee Letter or (B) any reduction Merger Sub or, to the aggregate amount available under the Commitment Letter at Closing (nor any term or condition that would have the effect of reducing the aggregate amount available under the Commitment Letter at Closing) to an amount that would be insufficient for Parent and Merger Sub to consummate the Transactions, including payment knowledge of the Required Amountexecutive officers of Parent, any other party thereto. As of the date hereof, and assuming Assuming the accuracy of the representations set forth in Article III, each of Parent and Merger Sub, as applicable, has no reason to believe that it will be unable to satisfy on a timely basis (taking into account the timing of the Marketing Period) any of the terms or conditions to funding to be satisfied by it contained in the Commitment Letter. (b) Assuming the Financing is funded in full on the Closing Date in accordance with the Commitment Letters, the accuracy of the representations set forth in Article III and the performance by the Company and its Affiliates of their respective obligations under this Agreement, including the obligations warranties set forth in Section 6.09, Section 6.11 4.1 in all material respects (except to the extent already qualified as to Company Material Adverse Effect) and Section 6.12assuming compliance by the Company with its obligations herein in all material respects, Parent and Merger Sub will havehave available to them at and immediately prior to the Acceptance Time cash in an aggregate amount sufficient to pay the aggregate Offer Price, at assuming all issued and outstanding Shares are tendered in the Closing, sufficient funds to satisfy all of the obligations of Offer and not withdrawn. Parent and Merger Sub hereunder will have available at and immediately prior to consummate the Transactions, including payment of Effective Time cash in an aggregate amount sufficient to pay the aggregate Per Share Merger Consideration, . Parent and Merger Sub will have at and after the Option Payments, the RSU Payments Closing funds sufficient to pay any and all related fees and expenses under this Agreementrequired to be paid by Parent, the Commitment Letter Merger Sub and the Fee Letter, Surviving Corporation in each case, that are due connection with the Transactions and payable on the Closing Date (collectively, the “Required Amount”). (c) In no event shall the receipt or availability of any funds or financing (including the Financing) by Parent or any of its Affiliates or any other financing or other transactions be a condition to any of Parent’s or Merger Sub’s obligations under this Agreement.

Financing. (a) Concurrently with the execution and delivery of this Agreement, Parent has delivered to the Company a debt true and complete copies of (i) an executed equity commitment letter from the lenders party thereto (the “Committed LendersEquity Commitment Letter”) and the arrangers party theretofrom Orient Securities Ruide (Shanghai) Investment Management Co., dated as of the date hereof, addressed to Parent Ltd. (including all annexes, exhibits, schedules and other attachments thereto, and as replaced, amended, supplemented, modified or waived after the date hereof in compliance with Section 6.09, the “Commitment Letter” and the financing contemplated thereby, the “FinancingSponsor”), pursuant to which the Committed Lenders have Sponsor has committed, on subject to the terms and subject to the conditions set forth therein, to lend purchase, or cause the amounts purchase of, for cash, equity securities of Parent, up to the aggregate amount set forth therein (the “Equity Financing”), the proceeds of which shall be used to finance the consummation of the Merger and the other Transactions, and (ii) an executed Support Agreement (together with the Equity Commitment Letter, the “Financing Documents”). The Equity Commitment Letter provides, and will continue to provide, that the Company is a third party beneficiary thereto with respect to the provisions therein. Assuming (i) the Equity Financing is funded in accordance with the Equity Commitment Letter, (ii) the contributions, investments and other transactions contemplated by the Support Agreement are consummated in accordance with the terms of the Support Agreement, and (iii) the satisfaction of the conditions to the obligation of Parent and Merger Sub to consummate the Merger as set forth in Section 7.01 and Section 7.02 or the waiver of such conditions, Parent and Merger Sub will have available to them, as of or immediately after the Effective Time, all funds necessary for the purpose payment to the Paying Agent of funding the aggregate amount of the Exchange Fund and any other amounts required to be paid in connection with the consummation of the Merger and the other Transactions. , and to pay all related Expenses. (b) As of the date hereofof this Agreement, each of the Commitment Letter has been accepted by ParentFinancing Documents, in the form so delivered, is in full force and effect and has not been withdrawn or terminated or otherwise amended or modified in any respect; provided that the existence or exercise of “market flex” provisions contained in the Fee Letter (as defined below) shall not constitute an amendment or modification to the Commitment Letter. As of the date hereof, the Commitment Letter, in the form so delivered, is a legal, valid and binding obligation of Parent and/or Merger Sub (as applicable and subject to the Bankruptcy and Equity Exception) and, to the Knowledge knowledge of Parent, the other parties theretothereto (subject to the Bankruptcy and Equity Exception). As of the date of this Agreement, none of the Financing Documents has been amended or modified and no such amendment or modification is enforceable against each party thereto contemplated (other than as permitted by Section 6.07), the obligations and commitments contained in accordance with its termsthe Financing Documents have not been withdrawn, terminated or rescinded in each case except any respect and no such withdrawal, termination or restriction is contemplated (other than as limited permitted by Laws affecting the enforcement of creditors’ rights generally or by general equitable principles. Section 6.07). (c) As of the date hereof, there are no other legally binding agreements, side letters or arrangements relating to the Financing (other than the Commitment Letter, the fee letter and fee credit letter relating to the Commitment Letter, true and complete copies of which have been provided to the Company, with only the existence and/or amount of fees, fee credits, “market flex” terms, pricing terms, pricing caps and other commercially sensitive information specified therein redacted, none of which redacted terms, individually or in the aggregate, would reduce the amount of the Financing below an amount necessary to make all payments required by this Agreement or adversely affect the conditionality, availability or termination of the Financing or materially delay or prevent the Closing or make the funding of the Financing less likely to occur (“Permissible Redacted Terms”) (such letters, the “Fee Letter”)) among the parties thereto. As of the date hereof, and (in the case of clause (ii) below) assuming the accuracy of the representations set forth in Article III, no event has occurred, and there is no condition or circumstance existing, occurred which, with or without notice, lapse of time or both, would or would be reasonably be likely expected to (i) constitute a default or breach on the part of Parent, Merger Sub or, to the Knowledge knowledge of Parent, any other party parties thereto, under the Commitment Letter Financing Documents; provided, however, that Parent is not making any representation or (ii) result in any portion warranty regarding the effect of the Financing being unavailable on inaccuracy of the Closing Daterepresentations and warranties in ARTICLE III. As of the date hereof, there are no conditions precedent or other contingencies related to the funding of the full amount of the Financing (including any “market flex” provisions), other than as expressly set forth in the Commitment Letter and the Fee Letter. Parent and Merger Sub have fully paid, or caused to be fully paid, any and all commitment fees or other amounts that are due and payable by Parent or Merger Sub on or prior to the date of this Agreement pursuant to the Commitment Letter or otherwise in connection with the Financing. As of the date hereofAgreement, no party to any Commitment Letter has any right to impose, and Parent and Merger Sub do not have an obligation to accept, (A) any condition precedent to the funding of the Financing other than as expressly set forth in or contemplated by the Commitment Letter and the Fee Letter or (B) any reduction to the aggregate amount available under the Commitment Letter at Closing (nor any term or condition that would have the effect of reducing the aggregate amount available under the Commitment Letter at Closing) to an amount that would be insufficient for Parent and Merger Sub to consummate the Transactions, including payment of the Required Amount. As of the date hereof, and assuming the accuracy of the representations set forth in Article III, each of Parent and Merger Sub, as applicable, has no reason to believe that it will be unable to satisfy on a timely basis (taking into account the timing of the Marketing Period) any of the terms or conditions to funding to the Equity Financing will not be satisfied by it contained in or that the Commitment Letter. (b) Assuming Equity Financing will not be available to Parent or Merger Sub at the Financing Effective Time; provided, however, that Parent is funded in full on not making any representation or warranty regarding the Closing Date in accordance with effect of the Commitment Letters, the accuracy inaccuracy of the representations set forth and warranties in Article III and the performance ARTICLE III, or compliance by the Company and with its Affiliates of their respective obligations under this Agreement, including the obligations set forth in Section 6.09, Section 6.11 and Section 6.12, Parent and Merger Sub will have, at the Closing, sufficient funds to satisfy . The Equity Commitment Letter contains all of the conditions precedent to the obligations of the parties thereunder to make the Equity Financing available to Parent and Merger Sub hereunder and to consummate the Transactions, including payment of the aggregate Merger Consideration, the Option Payments, the RSU Payments and all related fees and expenses under this Agreement, the Commitment Letter and the Fee Letter, in each case, that are due and payable on the Closing Date (collectively, the “Required Amount”). (c) In no event terms therein. The parties hereto agree that it shall the receipt or availability of any funds or financing (including the Financing) by Parent or any of its Affiliates or any other financing or other transactions not be a condition to any of Parent’s the Closing for Parent or Merger Sub’s obligations under this AgreementSub to obtain the Equity Financing.

Financing. (a) Concurrently with the execution and delivery of this Agreement, Parent Purchaser has delivered to Seller complete and correct copies of the Company a executed debt commitment letter from the lenders party thereto (the “Committed Lenders”) and the arrangers party theretoletter, dated as of the date hereof, addressed between Purchaser and the financial institutions identified therein and the executed fee letters, fee credit letters and engagement letters associated therewith (provided, that the amounts and percentages in the fee letter related to Parent fees, certain other economic terms and the “flex” provisions included therein, but only to the extent that none of such provisions would adversely affect conditionality, may be redacted) (including such commitment letter, together with all exhibits, schedules, annexes, exhibitssupplements and amendments thereto and any related redacted fee letters, schedules and other attachments thereto, and as replaced, amended, supplemented, modified or waived after the date hereof in compliance with Section 6.09collectively, the “Commitment Letter” and the financing contemplated thereby, the “FinancingDebt Financing Commitment”), pursuant to which the Committed Lenders have committedwhich, on upon the terms and subject to the conditions set forth therein, the Financing Sources have agreed to lend the amounts set forth therein (the “Debt Financing”) for the purpose of funding the Transactionstransactions contemplated by this Agreement. As of the date hereof, (x) the Debt Financing Commitment has not been amended, restated or otherwise modified or waived since copies thereof were delivered to Seller, (y) except as permitted by Section 6.12, no such amendment, restatement, modification or waiver is contemplated and (z) the commitment contained in the Debt Financing Commitment has not been withdrawn, terminated or rescinded in any respect. As of the date hereof, there are, and are contemplated to be, no other agreements, side letters or arrangements (oral or written) relating to the Debt Financing Commitment (other than customary engagement letters or as expressly set forth in the Debt Financing Commitment furnished to Seller pursuant to this Section 5.13(a), but in each case of the foregoing, which do not adversely affect the conditionality, enforceability, termination, principal amount or availability of the Debt Financing). As of the date hereof, the Debt Financing Commitment Letter has been accepted by Parent, is in full force and effect and has not been withdrawn or terminated or otherwise amended or modified in any respect; provided that constitutes the existence or exercise of “market flex” provisions contained in the Fee Letter (as defined below) shall not constitute an amendment or modification to the Commitment Letter. As of the date hereof, the Commitment Letter, in the form so delivered, is a legal, valid and binding obligation obligations of Parent each of Purchaser and, to the Knowledge of ParentPurchaser, the other parties thereto, and is enforceable against each party thereto in accordance with its termssubject to applicable bankruptcy, in each case except as limited by insolvency, reorganization, moratorium or other Laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or by general equitable principlesat Law. As of the date hereof, there are no other legally binding agreements, side letters or arrangements relating to the Financing (other than the Commitment Letter, the fee letter and fee credit letter relating to the Commitment Letter, true and complete copies of which have been provided to the Company, with only the existence and/or amount of fees, fee credits, “market flex” terms, pricing terms, pricing caps and other commercially sensitive information specified therein redacted, none of which redacted terms, individually or in the aggregate, would reduce the amount of the Financing below an amount necessary to make all payments required by this Agreement or adversely affect the conditionality, availability or termination of the Financing or materially delay or prevent the Closing or make the funding of the Financing less likely to occur (“Permissible Redacted Terms”) (such letters, the “Fee Letter”)) among the parties thereto. As of the date hereof, and (in the case of clause (ii) below) assuming the accuracy of the representations set forth in Article III, no event has occurred, and there is no condition or circumstance existing, which, with or without notice, lapse of time or both, would or would reasonably be likely to (i) constitute a default or breach on the part of Parent, Merger Sub or, to the Knowledge of Parent, any other party thereto, under the Commitment Letter or (ii) result in any portion of the Financing being unavailable on the Closing Date. As of the date hereof, there There are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing (including any “market flex” provisions), other than as expressly set forth in the Debt Financing Commitment. Assuming (A) the Debt Financing is funded in accordance with the Debt Financing Commitment, (B) the accuracy of the representations and warranties set forth in Articles III and IV, and (C) performance by Seller and its Subsidiaries of their obligations that are required to be performed prior to the Closing, the aggregate proceeds to be disbursed pursuant to the agreements contemplated by the Debt Financing Commitment, together with Purchaser’s unrestricted cash on hand and other access to capital, in the aggregate will be sufficient for Purchaser to pay the Estimated Purchase Price on the Closing Date, any payment required to be made by Purchaser pursuant to Section 2.04 (if any) and all related fees and expenses and any other payment contemplated in this Agreement or the Debt Financing Commitment. Assuming the accuracy of the representations and warranties set forth in Articles III and IV and performance by Seller and its Subsidiaries of their obligations under this Agreement, as of the date hereof, (I) no event has occurred that would result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both would become a default) by Purchaser under the Debt Financing Commitment Letter and (II) Purchaser does not have any reason to believe that any of the Fee Letterconditions to the Debt Financing will not be satisfied or that the Debt Financing will not be available to Purchaser on the Closing Date. Parent and Merger Sub have Purchaser has fully paid, paid or has caused to be fully paid, any and paid all commitment fees or other amounts that are due and payable by Parent or Merger Sub fees required to be paid on or prior to the date of this Agreement hereof pursuant to the Commitment Letter or otherwise in connection with the Financing. As of the date hereof, no party to any Commitment Letter has any right to impose, and Parent and Merger Sub do not have an obligation to accept, (A) any condition precedent to the funding of the Debt Financing other than as expressly set forth in or contemplated by the Commitment Letter and the Fee Letter or (B) any reduction to the aggregate amount available under the Commitment Letter at Closing (nor any term or condition that would have the effect of reducing the aggregate amount available under the Commitment Letter at Closing) to an amount that would be insufficient for Parent and Merger Sub to consummate the Transactions, including payment of the Required Amount. As of the date hereof, and assuming the accuracy of the representations set forth in Article III, each of Parent and Merger Sub, as applicable, has no reason to believe that it will be unable to satisfy on a timely basis (taking into account the timing of the Marketing Period) any of the terms or conditions to funding to be satisfied by it contained in the Commitment LetterCommitment. (b) Assuming the Financing is funded in full on the Closing Date in accordance with the Commitment Letters, the accuracy The obligations of the representations set forth in Article III and the performance by the Company and its Affiliates of their respective obligations Purchaser under this AgreementAgreement are not subject to any conditions regarding the ability of Purchaser, including the obligations set forth in Section 6.09, Section 6.11 and Section 6.12, Parent and Merger Sub will have, at the Closing, sufficient funds to satisfy all of the obligations of Parent and Merger Sub hereunder and to consummate the Transactions, including payment of the aggregate Merger Consideration, the Option Payments, the RSU Payments and all related fees and expenses under this Agreement, the Commitment Letter and the Fee Letter, in each case, that are due and payable on the Closing Date (collectively, the “Required Amount”). (c) In no event shall the receipt or availability of any funds or financing (including the Financing) by Parent or any of its Affiliates or any other Person to obtain financing or other for the consummation of the transactions be a condition to any of Parent’s or Merger Sub’s obligations under this Agreementcontemplated hereby.

Financing. (a) Concurrently with Parent has available cash resources and financing in an amount sufficient to enable Purchaser to purchase Company Shares pursuant to the execution Offer, to consummate the Merger and delivery of to otherwise perform its obligations under this Agreement. Without limiting the foregoing, Parent Purchaser has delivered to the Company a debt true and complete copies of executed commitment letter letters, dated May 14, 2007 from the lenders party thereto General Electric Capital Corporation, UBS Loan Finance LLC and UBS Securities LLC (the “Committed Lenders”) and the arrangers party thereto, dated as of the date hereof, addressed to Parent (including all annexes, exhibits, schedules and other attachments thereto, and as replaced, amended, supplemented, modified or waived after the date hereof in compliance with Section 6.09, the “"Debt Commitment Letter” and the financing contemplated thereby, the “Financing”Letters"), pursuant to which the Committed Lenders lender parties thereto have committed, on subject to the terms and subject to the conditions set forth thereinthereof, to lend the amounts set forth therein for the purpose of funding the Transactionsconsideration payable by Parent and the Purchaser in respect of the Company Shares and Company Options (the "Debt Financing"). As of the date hereof, of this Agreement: (i) the Debt Commitment Letter has Letters have not been accepted by Parent, is amended or modified; and (ii) none of the commitments contained in full force and effect and has not the Debt Commitment Letters have been withdrawn or terminated or otherwise amended or modified rescinded in any respect; provided that the existence or exercise of “market flex” provisions contained in the Fee Letter (as defined below) shall not constitute an amendment or modification to the Commitment Letter. As of the date hereof, the Commitment Letter, in the form so delivered, is a legal, valid and binding obligation of Parent and, to the Knowledge of Parent, the other parties thereto, and is enforceable against each party thereto in accordance with its terms, in each case except as limited by Laws affecting the enforcement of creditors’ rights generally or by general equitable principles. As of the date hereof, there are no other legally binding agreements, side letters or arrangements relating to the Financing (other than the Commitment Letter, the fee letter and fee credit letter relating to the Commitment Letter, true and complete copies of which have been provided to the Company, with only the existence and/or amount of fees, fee credits, “market flex” terms, pricing terms, pricing caps and other commercially sensitive information specified therein redacted, none of which redacted terms, individually or in the aggregate, would reduce the amount of the Financing below an amount necessary to make all payments required by this Agreement or adversely affect the conditionality, availability or termination of the Financing or materially delay or prevent the Closing or make the funding of the Financing less likely to occur (“Permissible Redacted Terms”) (such letters, the “Fee Letter”)) among the parties thereto. As of the date hereof, and (in the case of clause (ii) below) assuming the accuracy of the representations set forth in Article III, no event has occurred, and there is no condition or circumstance existing, which, with or without notice, lapse of time or both, would or would reasonably be likely to (i) constitute a default or breach on the part of Parent, Merger Sub or, to the Knowledge of Parent, any other party thereto, under the Commitment Letter or (ii) result in any portion of the Financing being unavailable on the Closing Date. As of the date hereof, there There are no conditions precedent or other contingencies related to the funding by such lenders of the full amount of the Financing (including any “market flex” provisions)Debt Financing, other than as expressly set forth in the Commitment Letter and the Fee Letter. Parent and Merger Sub have fully paid, or caused to be fully paid, any and all commitment fees or other amounts that are due and payable by Parent or Merger Sub on or prior to the date of this Agreement pursuant to the Commitment Letter or otherwise in connection with the Financing. As of the date hereof, no party to any Commitment Letter has any right to impose, and Parent and Merger Sub do not have an obligation to accept, (A) any condition precedent to the funding of the Financing other than as expressly set forth in or contemplated by the Debt Commitment Letter and the Fee Letter or (B) any reduction to the aggregate amount available under the Commitment Letter at Closing (nor any term or condition that would have the effect of reducing the aggregate amount available under the Commitment Letter at Closing) to an amount that would be insufficient for Parent and Merger Sub to consummate the Transactions, including payment of the Required AmountLetters. As of the date hereofof this Agreement, and assuming the accuracy of the Company's representations set forth in Article IIIthis Agreement and the Company's compliance with its covenants set forth in this Agreement, in each of case such that the conditions to the Debt Financing contemplated by the Debt Commitment Letters are satisfied, neither Parent and Merger Sub, as applicable, nor Purchaser has no any reason to believe that it will be unable to satisfy on a timely basis (taking into account the timing of the Marketing Period) any of the terms term or conditions to funding condition to be satisfied by it contained in the Commitment Letter. (b) Assuming the Financing is funded in full on the Closing Date in accordance with the Debt Commitment Letters, the accuracy of the representations set forth in Article III and the performance by the Company and its Affiliates of their respective obligations under this Agreement, including the obligations set forth in Section 6.09, Section 6.11 and Section 6.12, . Parent and Merger Sub or Purchaser will have, at the Closing, sufficient funds to satisfy all of the obligations of Parent and Merger Sub hereunder and to consummate the Transactions, including payment of the aggregate Merger Consideration, the Option Payments, the RSU Payments fully pay any and all related commitment fees that are incurred and expenses under this Agreement, the Commitment Letter and the Fee Letter, in each case, that are due and payable on in connection with the Closing Date (collectively, the “Required Amount”)Debt Financing as and when they become payable. (c) In no event shall the receipt or availability of any funds or financing (including the Financing) by Parent or any of its Affiliates or any other financing or other transactions be a condition to any of Parent’s or Merger Sub’s obligations under this Agreement.

Financing. As of the date hereof: (a) Concurrently with the execution and delivery of this Agreement, Parent Acquiror has delivered to the Company a debt true and complete copy of the fully executed commitment letter from the lenders party thereto (the “Committed Lenders”) and the arrangers party thereto, dated as of related fee letter (with only the date hereof, addressed to Parent (including all annexes, exhibits, schedules fee amounts and other attachments thereto, and as replaced, amended, supplemented, modified or waived after the date hereof in compliance with Section 6.09customary information not related to conditionality redacted therefrom) (together, the “Commitment Letter”) dated as of May 3, 2012 among Acquiror, General Electric Capital Corporation, GE Capital Markets, Inc. and Silicon Valley Bank pursuant to which and subject to the terms and conditions thereof the parties thereto (other than Acquiror) have committed to provide the debt financing in connection with the transactions contemplated hereby (the “Debt Financing”). Acquiror intends to undertake, in accordance with Section 5.12(b) hereof, an underwritten public offering of its convertible notes and/or other equity or debt securities pursuant to an effective registration statement on Form S-3 covering the offer and sale of such securities for aggregate gross proceeds of at least $115,000,000 at a price and otherwise on terms acceptable to Acquiror to provide additional financing in connection with the transactions contemplated hereby (the “Additional Financing” and and, together with the financing contemplated therebyDebt Financing, the “Financing”). Acquiror is eligible to file a registration statement on Form S-3 in connection with the Additional Financing. (b) The Commitment Letter is a valid and binding obligation of Acquiror and, pursuant to which the Committed Lenders have committed, on the terms and subject to the conditions set forth therein, to lend the amounts set forth therein for the purpose knowledge of funding the Transactions. As of the date hereofAcquiror, the other parties thereto. The Commitment Letter has been accepted by Parent, is in full force and effect and has not been withdrawn or terminated or otherwise amended or modified in any respect; provided that the existence or exercise of “market flex” provisions contained in the Fee Letter (as defined below) shall not constitute an amendment or modification to the Commitment Letter. As of the date hereof, the Commitment Letter, in the form so delivered, is a legal, valid and binding obligation of Parent and, to the Knowledge of Parent, the other parties thereto, and is enforceable against each party thereto the respective commitments contained therein have not been withdrawn, rescinded or otherwise modified in accordance with its terms, in each case except as limited by Laws affecting the enforcement of creditors’ rights generally or by general equitable principlesany respect. As of the date hereof, there are no other legally binding agreements, side letters or arrangements relating to the Financing (other than the Commitment Letter, the fee letter and fee credit letter relating to the Commitment Letter, true and complete copies of which have been provided to the Company, with only the existence and/or amount of fees, fee credits, “market flex” terms, pricing terms, pricing caps and other commercially sensitive information specified therein redacted, none of which redacted terms, individually or in the aggregate, would reduce the amount of the Financing below an amount necessary to make all payments required by this Agreement or adversely affect the conditionality, availability or termination of the Financing or materially delay or prevent the Closing or make the funding of the Financing less likely to occur (“Permissible Redacted Terms”) (such letters, the “Fee Letter”)) among the parties thereto. As of the date hereof, and (in the case of clause (ii) below) assuming the accuracy of the representations set forth in Article III, no No event has occurred, and there is no condition or circumstance existing, occurred which, with or without notice, lapse of time or both, would or would reasonably be likely to (i) constitute a material default or material breach on the part of Parent, Merger Acquiror or Sub or, to the Knowledge of Parent, any other party thereto, under the Commitment Letter or (ii) result in any portion of the Financing being unavailable on the Closing Date. As of the date hereof, there are no conditions precedent or other contingencies related to the funding of the full amount of the Financing (including any “market flex” provisions), other than as expressly set forth in the Commitment Letter and the Fee Letter. Parent and Merger Sub have fully paid, or caused to be fully paid, any and all commitment fees or other amounts that are due and payable by Parent or Merger Sub on or prior to the date of this Agreement pursuant to the Commitment Letter or otherwise in connection with the Financing. As of the date hereof, no party to any Commitment Letter has any right to impose, and Parent and Merger Sub do not have an obligation to accept, (A) any condition precedent to the funding of the Financing other than as expressly set forth in or contemplated by the Commitment Letter and the Fee Letter or (B) any reduction to the aggregate amount available under the Commitment Letter at Closing (nor any term or condition that would have the effect of reducing the aggregate amount available under the Commitment Letter at Closing) to an amount that would be insufficient for Parent and Merger Sub to consummate the Transactions, including payment of the Required Amount. As of the date hereof, and assuming the accuracy of the representations set forth in Article III, each of Parent and Merger Sub, as applicable, Acquiror has no reason to believe that it will be unable to satisfy on a timely basis (taking into account the timing basis, any term or condition of the Marketing Period) any of the terms or conditions to funding closing to be satisfied by it it, contained in the Commitment Letter. (b) Assuming . There are no conditions precedent to the funding of the full amount of the Debt Financing other than the conditions precedent set forth in the Commitment Letter, and Acquiror has no reason to believe that it will not be able to satisfy any term or condition of closing of the Debt Financing that is funded in full required to be satisfied as a condition of the Debt Financing, or that the Debt Financing will not be made available to Acquiror on the Closing Date in accordance with Date. There are no other agreements, side letters, or arrangements relating to the Debt Financing that could affect the availability of the Debt Financing. Subject to the terms and conditions of the Commitment Letters, Letter and to the accuracy consummation of the representations set forth in Article III and Additional Financing on the performance by the Company and its Affiliates of their respective obligations under this Agreement, including the obligations terms set forth in Section 6.093.4(a), Section 6.11 and Section 6.12, Parent and Merger Sub will have, at the Closing, sufficient funds to satisfy all aggregate proceeds of the obligations Debt Financing reflected in the Commitment Letter, together with the expected net proceeds of Parent the Additional Financing, if consummated, and Merger the other financial resources of Acquiror and Sub hereunder including cash, cash equivalents and marketable securities of Acquiror, the Company and their respective Subsidiaries on the Closing Date, in each case which have been specifically identified to the Company in writing on the date of this Agreement and set aside by such parties for such purposes, are reasonably expected to be sufficient to consummate the TransactionsMerger upon the terms contemplated by this Agreement, including payment effect any other repayment or refinancing of debt contemplated in connection with the consummation of the aggregate Merger Consideration, the Option Payments, the RSU Payments and pay all related fees and expenses under of Acquiror, Sub and the Company and their respective Representatives pursuant to this Agreement, . Acquiror has fully paid any and all commitment fees or other fees required by the Commitment Letter and to be paid by it on or prior to the Fee Letter, in each case, that are due and payable on the Closing Date (collectively, the “Required Amount”)date of this Agreement. (c) In no event shall the receipt Acquiror has available to it cash, cash equivalents and marketable securities in an amount equal to or availability of any funds or financing (including the Financing) by Parent or any of its Affiliates or any other financing or other transactions be a condition to any of Parent’s or Merger Sub’s obligations under this Agreementexceeding $140,000,000.

Financing. (a) Concurrently with Each of the execution and delivery of this Agreement, Parent has delivered MPT Parties affirms that it is not a condition to the Company a Closing or to any of its other obligations under this Agreement or its obligations under the Master Agreement that the MPT Parties or their Affiliates obtain financing for or related to any of the Transactions or the transactions contemplated under the Master Agreement. The MPT Parties have delivered (or caused to be delivered) to the Sellers true, correct and complete copies of an executed debt commitment letter from the lenders party thereto (the “Committed Lenders”) and the arrangers party theretoletter, dated as of the date hereof, addressed among MPT and the Financing Sources and all contracts, fee letters, engagement letters and other arrangements associated therewith (provided, that provisions in the fee or engagement letter relating solely to Parent fees and economic terms (other than covenants) agreed to by the parties thereto may be redacted (none of which redacted provisions could adversely affect the availability, conditionality, enforceability, termination or aggregate principal amount of the Debt Financing (as defined below) at the Closing or the closing of the transactions contemplated under the Master Agreement); provided, further, that prior to execution of this Agreement, the MPT Parties shall have advised the Sellers in writing of the maximum amount of fees and expenses (including original issue discount) payable by MPT, the MPT Parties or their respective Affiliates under such commitment letter(s), fee letter(s) and engagement letter(s)) (such commitment letter(s) and related term sheets, including all annexes, exhibits, schedules and other attachments theretoannexes, and as replacedeach such fee letter and engagement letter, amended, supplemented, modified or waived after the date hereof in compliance with Section 6.09collectively, the “Debt Commitment Letter” and the financing contemplated thereby”) to provide, the “Financing”), pursuant subject to which the Committed Lenders have committed, on the terms and subject to the conditions set forth therein, to lend debt financing in the amounts aggregate amount set forth therein for the purpose of funding the TransactionsTransactions and the transactions contemplated under the Master Agreement (the “Debt Financing”). Prior to the date of this Agreement, the Debt Commitment Letter has not been amended, supplemented or modified, and as of the date hereof, no provision thereof has been waived, and no such amendment, restatement, supplement, modification or waiver is contemplated or pending, and the obligations and commitments contained in such Debt Commitment Letter have not been withdrawn, terminated or rescinded in any respect, and no such withdrawal, termination or rescission is contemplated. The MPT Parties have fully paid (or caused to be paid) any and all commitment fees or other fees in connection with the Debt Commitment Letter that are payable on or prior to the date of this Agreement. Assuming the conditions set forth in Sections 6.1 and 6.2 are satisfied at Closing, the net proceeds contemplated to be provided on the Closing Date under the Debt Commitment Letter will, together with immediately available funds of MPT and the MPT Parties at the Closing, credit facility borrowings, and debt and equity security issuance proceeds, in the aggregate be sufficient for the MPT Parties and their Affiliates to pay all amounts required to be paid in connection with the consummation of the Transactions and the transactions contemplated under the Master Agreement, and to pay all related fees and expenses. The Debt Commitment Letter is in full force and effect as of the date of this Agreement. The Debt Commitment Letter constitutes the legal, valid and binding obligation of the parties thereto (other than the Financing Sources) and, to the knowledge of the MPT Parties, the Financing Sources. As of the date hereof, the Commitment Letter has been accepted by Parent, is in full force and effect and has not been withdrawn or terminated or otherwise amended or modified in any respect; provided that the existence or exercise of “market flex” provisions contained in the Fee Letter (as defined below) shall not constitute an amendment or modification to the Commitment Letter. As of the date hereof, the Commitment Letter, in the form so delivered, is a legal, valid and binding obligation of Parent and, to the Knowledge of Parent, the other parties thereto, and is enforceable against each party thereto in accordance with its terms, in each case except as limited by Laws affecting the enforcement of creditors’ rights generally or by general equitable principles. As of the date hereof, there are no other legally binding agreements, side letters or arrangements relating to the Financing (other than the Commitment Letter, the fee letter and fee credit letter relating to the Commitment Letter, true and complete copies of which have been provided to the Company, with only the existence and/or amount of fees, fee credits, “market flex” terms, pricing terms, pricing caps and other commercially sensitive information specified therein redacted, none of which redacted terms, individually or in the aggregate, would reduce the amount of the Financing below an amount necessary to make all payments required by this Agreement or adversely affect the conditionality, availability or termination of the Financing or materially delay or prevent the Closing or make the funding of the Financing less likely to occur (“Permissible Redacted Terms”) (such letters, the “Fee Letter”)) among the parties thereto. As of the date hereof, and (in the case of clause (ii) below) assuming the accuracy of the representations set forth in Article III, no event has occurred, and there is no condition or circumstance existing, occurred which, with or without notice, lapse of time or both, would or would reasonably be likely expected to (i) constitute a default default, violation or breach under the Debt Commitment Letter on the part of Parent, Merger Sub MPT or the MPT Parties or, to the Knowledge knowledge of Parentthe MPT Parties, any other party parties thereto, under the . The Debt Commitment Letter or (ii) result in any portion delivered to the Sellers contains all of the conditions precedent (none of which have been redacted) to the obligations of the parties thereunder to fund the Debt Financing being unavailable contemplated by the Debt Commitment Letter to be funded on the Closing Date. As of the date hereof, there There are no conditions precedent side letters or other contingencies agreements, contracts or arrangements to which MPT or the MPT Parties or any of their respective Affiliates is a party related to the funding or investing, as applicable, of the full amount of the Debt Financing (including any “market flex” provisions), other than as expressly set forth in the Debt Commitment Letter and the Fee Letter. Parent and Merger Sub have fully paid, or caused to be fully paid, any and all commitment fees or other amounts that are due and payable by Parent or Merger Sub on or prior furnished to the date of this Agreement Sellers pursuant to the Commitment Letter or otherwise in connection with the Financingthis Section 3.7(a). As of the date hereof, no party to any Commitment Letter has any right to impose, and Parent and Merger Sub the MPT Parties do not have an obligation to accept, (A) any condition precedent to the funding of the Financing other than as expressly set forth in or contemplated by the Commitment Letter and the Fee Letter or (B) any reduction to the aggregate amount available under the Commitment Letter at Closing (nor any term or condition that would have the effect of reducing the aggregate amount available under the Commitment Letter at Closing) to an amount that would be insufficient for Parent and Merger Sub to consummate the Transactions, including payment of the Required Amount. As of the date hereof, and assuming the accuracy of the representations set forth in Article III, each of Parent and Merger Sub, as applicable, has no reason to believe that it (i) any party thereto will be unable to satisfy on a timely basis (taking into account the timing any term of the Marketing PeriodDebt Commitment Letter, (ii) any of the terms or conditions to funding the Debt Financing will not be satisfied or (iii) the full amount of the Debt Financing will not be available to MPT or the MPT Parties and their Affiliates on the Closing Date, and the MPT Parties are not aware of the existence of any fact or event as of the date hereof that would be expected to cause such conditions to the Debt Financing not to be satisfied by it contained in or the Commitment Letterfull amount of the Debt Financing not be available and either the Closing or the closing of the transactions contemplated under the Master Agreement not to occur. (b) Assuming The MPT Parties have delivered to the Financing IASIS Parties a true, correct and complete copy of the executed the Master Agreement. There are no commitment fees or other fees payable under the Master Agreement on or prior to the Effective Date. The Master Agreement is funded in full on the Closing Date in accordance with the Commitment Letters, the accuracy force and effect as of the representations set forth in Article III and the performance by the Company and its Affiliates date of their respective obligations under this Agreement, including the obligations set forth in Section 6.09, Section 6.11 and Section 6.12, Parent and Merger Sub will have, at the Closing, sufficient funds to satisfy all of the obligations of Parent and Merger Sub hereunder and to consummate the Transactions, including payment of the aggregate Merger Consideration, the Option Payments, the RSU Payments and all related fees and expenses under this Agreement, the Commitment Letter and the Fee Letter, in each case, that are due and payable on the Closing Date (collectively, the “Required Amount”). (c) In no event shall the receipt or availability of any funds or financing (including the Financing) by Parent or any of its Affiliates or any other financing or other transactions be a condition to any of Parent’s or Merger Sub’s obligations under this Agreement.

Financing. (a) Concurrently with Purchaser has received and accepted executed and binding commitment letters dated February 3, 2015 (the execution “Debt Commitment Letters”) from UBS Securities LLC, UBS AG, Stamford Branch, Credit Suisse AG, Credit Suisse Securities (USA) LLC, Royal Bank of Canada and delivery RBC Capital Markets (collectively, the “Lenders”), relating to the commitment of this Agreementthe Lenders to provide, Parent subject to the terms and conditions thereof, the full amount of the debt financing stated therein (the “Debt Financing”). (b) Purchaser has delivered to Seller true, complete and correct copies of the Company a debt commitment letter from executed Debt Commitment Letters, attached hereto as Exhibit F (including, the lenders party thereto exhibits and annexes thereto), and any fee letters (the “Committed LendersFee Letters”) related thereto (with only fee amounts, dates and the arrangers party theretocertain other economic terms, dated as including in respect of the date hereof, addressed to Parent (including all annexes, exhibits, schedules and other attachments thereto, and as replaced, amended, supplemented, modified or waived after the date hereof in compliance with Section 6.09, the “Commitment Letter” and the financing contemplated thereby, the “Financing”), pursuant to which the Committed Lenders have committed, on the terms and subject to the conditions set forth therein, to lend the amounts set forth therein for the purpose of funding the Transactions. As of the date hereof, the Commitment Letter has been accepted by Parent, is in full force and effect and has not been withdrawn or terminated or otherwise amended or modified in any respect; provided that the existence or exercise of “market flex” provisions contained in the Fee Letter and “securities demand” provisions, redacted) (as defined below) shall not constitute an amendment or modification to the Commitment Letter. As of the date hereof, the Commitment Letter, in the form so delivered, is a legal, valid and binding obligation of Parent and, to the Knowledge of Parent, the other parties thereto, and is enforceable against each party thereto in accordance with its terms, in each case except as limited by Laws affecting the enforcement of creditors’ rights generally or by general equitable principles. As of the date hereof, there are no other legally binding agreements, side letters or arrangements relating to the Financing (other than the Commitment Letter, the fee letter and fee credit letter relating to the Commitment Letter, true and complete copies of which have been provided to the Company, with only the existence and/or amount of fees, fee credits, “market flex” terms, pricing terms, pricing caps and other commercially sensitive information specified therein redacted, none of which redacted terms, individually or in the aggregate, would reduce the amount of the Financing below an amount necessary to make all payments required by this Agreement or adversely affect the conditionality, amount or availability or termination of the Financing or materially delay or prevent the Closing or make the funding of the Financing less likely to occur Debt Financing). (“Permissible Redacted Terms”c) (such letters, the “Fee Letter”)) among the parties thereto. As of the date hereof, and (in the case of clause (ii) below) assuming the accuracy of the representations Except as set forth in Article III, no event has occurred, and there is no condition or circumstance existing, which, with or without notice, lapse of time or both, would or would reasonably be likely to (i) constitute a default or breach on the part of Parent, Merger Sub or, to the Knowledge of Parent, any other party thereto, under the Debt Commitment Letter or (ii) result in any portion of the Financing being unavailable on the Closing Date. As of the date hereofLetters, there are no conditions precedent to the obligations of the Lenders to provide the Debt Financing or any contingencies that would permit the Lenders to reduce the total amount of the Debt Financing. Other than the Debt Commitment Letters and the Fee Letters, there are no side letters or other contingencies related agreements, contracts or arrangements (except for customary engagement letters) relating to the funding or investing, as applicable, of the full amount of the Financing Debt Financing. (including d) The Debt Financing, when funded in accordance with the Debt Commitment Letters, together with available cash on hand (taking into account any “market flex” provisionsrestrictions on use and costs of repatriation), other than as expressly set forth will provide Purchaser with cash proceeds on the Closing Date in an amount sufficient to consummate the Commitment Letter transactions contemplated by this Agreement on the terms contemplated hereby, including the payment of the Purchase Price, and to pay related fees and expenses. (e) Assuming the Fee Letter. Parent satisfaction of the conditions in Sections 8.1 and Merger Sub have fully paid8.2, or caused to be fully paid, any and all commitment fees or other amounts that are due and payable by Parent or Merger Sub on or prior to the date Knowledge of this Agreement pursuant to the Commitment Letter Purchaser, there is no fact or otherwise in connection with the Financing. As occurrence as of the date hereof, no party hereof that would cause the conditions to any Commitment Letter has any right to impose, and Parent and Merger Sub do not have an obligation to accept, (A) any condition precedent to the funding of the Debt Financing other than as expressly set forth in not to be satisfied at or contemplated by before the Commitment Letter and the Fee Letter or (B) any reduction to the aggregate amount available under the Commitment Letter at Closing (nor any term or condition that would have the effect of reducing the aggregate amount available under the Commitment Letter at Closing) to an amount that would be insufficient for Parent and Merger Sub to consummate the Transactions, including payment of the Required Amount. As of the date hereof, and assuming the accuracy of the representations set forth in Article III, each of Parent and Merger Sub, as applicable, Purchaser has no reason to believe that it will be unable to satisfy on a timely basis (taking into account the timing any term or condition of the Marketing Period) any of the terms or conditions to funding Closing to be satisfied by it contained in the Debt Commitment LetterLetters. (bf) Assuming the Financing is funded in full on the Closing Date The Debt Commitment Letters are valid, binding and enforceable in accordance with their respective terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity), and are in full force and effect, and no event has occurred that, with or without notice, lapse of time, or both, would reasonably be expected to constitute a default or breach or a failure to satisfy a condition precedent on the part of Purchaser under the terms and conditions of the Debt Commitment Letters, the accuracy . As of the representations set forth in Article III and the performance by the Company and its Affiliates date of their respective obligations under this Agreement, including no Debt Commitment Letter or Fee Letter has been amended, restated or otherwise modified or waived, and the obligations set forth respective commitments contained in Section 6.09the Debt Commitment Letters have not been withdrawn, Section 6.11 modified or rescinded. Purchaser has paid in full any and Section 6.12, Parent and Merger Sub will have, at all commitment fees or other fees or expenses required to be paid pursuant to the Closing, sufficient funds to satisfy all terms of the obligations Debt Commitment Letters on or before the date of Parent and Merger Sub hereunder and to consummate the Transactions, including payment of the aggregate Merger Consideration, the Option Payments, the RSU Payments and all related fees and expenses under this Agreement, the Commitment Letter and the Fee Letter, in each case, that are due and payable on the Closing Date (collectively, the “Required Amount”). (cg) In no event shall the receipt or availability of any funds or financing (including the Financing) by Parent Purchaser or any of its Affiliates or any other financing or other transactions be a condition to any of Parent’s or Merger SubPurchaser’s obligations under this Agreementhereunder.

Financing. (ai) Concurrently with Subject to the execution terms and delivery conditions of this Agreement, Parent has delivered each of Montage, New Holdco and Merger Sub 2 shall use its reasonable best efforts to obtain the Company a debt commitment letter from the lenders party thereto (the “Committed Lenders”) and the arrangers party thereto, dated as of the date hereof, addressed to Parent (including all annexes, exhibits, schedules and other attachments thereto, and as replaced, amended, supplemented, modified or waived after the date hereof in compliance with Section 6.09, the “Commitment Letter” and the financing contemplated thereby, the “Financing”), pursuant to which the Committed Lenders have committed, Transaction Financing on the terms and subject to conditions (including the conditions set forth therein, to lend flex provisions and taking into account the amounts set forth therein for the purpose of funding the Transactions. As of the date hereof, Marketing Period) described in the Commitment Letter has been accepted by Parentat Closing (taking into account the Marketing Period), is in full force and effect and has not been withdrawn or terminated or otherwise amended or modified in any respect; provided that shall not, without the existence or exercise prior written consent of “market flex” provisions contained in the Fee Letter Marigold (as defined below) which consent shall not constitute an be unreasonably withheld, conditioned or delayed), permit any amendment or modification to the Commitment Letter. As be made to, or any waiver of the date hereofany provision under, the Commitment Letter, in a manner that would reasonably be expected to (x) delay or prevent or make less likely the form funding of the Transaction Financing contemplated by the Commitment Letter (or satisfaction of the conditions precedent to the Transaction Financing) on the Closing Date in any material respect or (y) extend or permit the extension of the marketing period under the Commitment Letter (provided that, without the consent of Marigold, Montage, New Holdco and Merger Sub 2 may amend the Commitment Letter (x) to favorably modify pricing terms or add additional lenders, arrangers, bookrunners and agents or (y) to implement or exercise any of the “market flex” provisions (including pricing terms) contained in the fee letter executed in connection with the Commitment Letter). Montage shall promptly deliver to Marigold copies of any such amendment, modification or replacement. For purposes of this Section 6.12, references to “Transaction Financing” shall include the Transaction Financing contemplated by the Commitment Letter as permitted to be amended, modified or replaced by this Section 6.12(a) and references to “Commitment Letter” shall include such documents as permitted to be amended, modified or replaced by this Section 6.12(a). (ii) Each of Montage, New Holdco and Merger Sub 2 shall use its reasonable best efforts (A) to maintain in effect the Commitment Letter, (B) to enter into definitive agreements with respect to the Commitment Letter consistent in all material respects with the terms and conditions (including the flex provisions and taking into account the Marketing Period) contained in the Commitment Letter (or on terms no less favorable (taken as a whole) to Montage, New Holdco or Merger Sub 2 than the terms and conditions (including flex provisions) in the Commitment Letter), and (C) to satisfy (or obtain the waiver of) on a timely basis all conditions precedent to funding in the Commitment Letter and such definitive agreements thereto (taking into account the Marketing Period and other than any condition where the failure to be so delivered, satisfied is a legaldirect result of Marigold’s failure to furnish information described in Section 6.12(b)) that are within Montage’s control and to consummate the Transaction Financing at the Closing.. Montage shall keep Marigold reasonably informed on a current basis and in reasonable detail of the status of its efforts to arrange the Transaction Financing and provide to Marigold copies of the material definitive agreements for the Transaction Financing. Without limiting the generality of the foregoing, valid and binding obligation Montage shall give Marigold prompt notice (x) of Parent and, any material breach or default by any party to any of the Commitment Letter or definitive agreements related to the Knowledge Transaction Financing of Parentwhich Montage becomes aware, (y) of the receipt of (A) any written notice or (B) other parties thereto, and is enforceable against each party thereto in accordance with its termswritten communication, in each case except as limited from any Financing Source with respect to any actual or potential material breach, default, termination or repudiation by Laws affecting any party to any of the enforcement Commitment Letter or definitive agreements related to the Transaction Financing of creditors’ rights generally any provisions of the Commitment Letter or definitive agreements related to the Transaction Financing, and (z) if at any time for any reason Montage believes in good faith that it will not be able to obtain all or any portion of the Transaction Financing on the terms and conditions, in the manner or from the sources contemplated by general equitable principlesany of the Commitment Letter or definitive agreements related to the Transaction Financing. As soon as reasonably practicable after any notice by Montage to Marigold of the type described in the immediately preceding sentence, but in any event within two Business Days of the date hereofMarigold delivers to Montage a written request, there are no other legally binding agreements, side letters or arrangements Montage shall use reasonable best efforts to provide any information reasonably requested by Marigold relating to any circumstance referred to in clause (x), (y) or (z) of the immediately preceding sentence; provided, that they need not provide any information believed to be privileged or that is requested for purposes of litigation. If all or any portion of the Transaction Financing (becomes unavailable for any reason, and such portion is reasonably required to pay the aggregate Cash Consideration, repay the Retired Debt and pay all fees, expenses and other than amounts contemplated to be paid by Montage, New Holdco, Merger Sub 2 or the Commitment LetterMontage Surviving Corporation pursuant to this Agreement, the fee letter Montage, New Holdco and fee credit letter relating Merger Sub 2 shall use their reasonable best efforts to arrange and obtain in replacement thereof alternative debt Transaction Financing from alternative sources in an amount sufficient, when taken together with available cash of Montage and any then-available Transaction Financing pursuant to the Commitment Letter, true to consummate the Mergers with terms and complete copies of which have been provided conditions not materially less favorable (taken as a whole) to the CompanyMontage, with only the existence and/or amount of fees, fee credits, “market flex” terms, pricing terms, pricing caps New Holdco and other commercially sensitive information specified therein redacted, none of which redacted terms, individually or in the aggregate, would reduce the amount of the Financing below an amount necessary to make all payments required by this Agreement or adversely affect the conditionality, availability or termination of the Financing or materially delay or prevent the Closing or make the funding of the Financing less likely to occur (“Permissible Redacted Terms”) (such letters, the “Fee Letter”)) among the parties thereto. As of the date hereof, and (in the case of clause (ii) below) assuming the accuracy of the representations set forth in Article III, no event has occurred, and there is no condition or circumstance existing, which, with or without notice, lapse of time or both, would or would reasonably be likely to (i) constitute a default or breach on the part of Parent, Merger Sub or, to 2 than the Knowledge of Parent, any other party thereto, under the Commitment Letter or terms and conditions (iitaken as a whole) result in any portion of the Financing being unavailable on the Closing Date. As of the date hereof, there are no conditions precedent or other contingencies related to the funding of the full amount of the Financing (including any “market flex” provisions), other than as expressly set forth in the Commitment Letter (“Available Transaction Financing”), as promptly as reasonably practicable following the occurrence of such event. Montage shall deliver to Marigold true and the Fee Letter. Parent and Merger Sub have fully paid, or caused to be fully paid, any and complete copies of all commitment fees letters and fee letters pursuant to which any such alternative source shall have committed to provide any portion of the Transaction Financing. Notwithstanding anything in this Section 6.12 or other amounts that are due and payable by Parent elsewhere in this Agreement to the contrary, in no ‎event shall the “reasonable best efforts” of Montage, New Holdco or Merger Sub on 2 be deemed or prior construed to ‎require any such Person to, and no such Person shall be required to, pay any debt financing fees in the date aggregate in excess of this Agreement pursuant to those ‎contemplated by the Commitment Letter Letter, or otherwise in connection with the Financing. As agree to conditionality or economic terms of the date hereof, no party to any Commitment Letter has any right to impose, and Parent and Merger Sub do not have an obligation to accept, ‎debt financing that are (A) any condition precedent to the funding of the Financing other than as expressly set forth specified in or the preceding sentence) materially less favorable than those contemplated by the Commitment Letter and the Fee ‎Commitment Letter or any related fee letter (B) including any reduction to the aggregate amount available under the Commitment Letter at Closing (nor any term or condition that would have the effect of reducing the aggregate amount available under the Commitment Letter at Closing) to an amount that would be insufficient for Parent and Merger Sub to consummate the Transactions, including payment of the Required Amount. As of the date hereof, and assuming the accuracy of the representations set forth in Article III, each of Parent and Merger Sub, as applicable, has no reason to believe that it will be unable to satisfy on a timely basis (taking into account the timing of the Marketing Period) any of the terms or conditions to funding to be satisfied by it contained in the Commitment Letter. (b) Assuming the Financing is funded in full on the Closing Date in accordance with the Commitment Letters, the accuracy of the representations set forth in Article III and the performance by the Company and its Affiliates of their respective obligations under this Agreement, including the obligations set forth in Section 6.09, Section 6.11 and Section 6.12, Parent and Merger Sub will have, at the Closing, sufficient funds to satisfy all of the obligations of Parent and Merger Sub hereunder and to consummate the Transactions, including payment of the aggregate Merger Consideration, the Option Payments, the RSU Payments and all related fees and expenses under this Agreement, the Commitment Letter and the Fee Letter, in each case, that are due and payable on the Closing Date (collectively, the “Required Amount”flex” provision therein). (c) In no event shall the receipt or availability of any funds or financing (including the Financing) by Parent or any of its Affiliates or any other financing or other transactions be a condition to any of Parent’s or Merger Sub’s obligations under this Agreement.

Financing. (a) Concurrently Prior to the Effective Time, the Company shall provide, and shall cause its Subsidiaries to, and shall use its reasonable best efforts to cause their respective Representatives, including legal and accounting, to, provide all cooperation reasonably requested in writing by Parent with reasonable notice in connection with the execution Financing, including, without limitation (i) participation in meetings, presentations, due diligence sessions, drafting sessions, road shows and delivery sessions with rating agencies, (ii) assisting with the preparation of this Agreementmaterials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses, business projections and financial statements (including those required by the SEC) and similar documents required in connection with the Financing, (iii) executing and delivering any pledge and security documents or other similar documents, other definitive financing documents, or other certificates, legal opinions or documents as may be reasonably requested by Parent has delivered (including a certificate of the chief financial officer of the Company or any Subsidiary with respect to solvency matters and consents of accountants for use of their reports in any materials relating to the Debt Financing) and otherwise reasonably facilitating the pledging of collateral, in each case so long as not effective until on or after the Effective Time, (iv) furnishing Parent and its Financing sources with readily-available historical financial and other pertinent information regarding the Company a debt commitment letter from as may be reasonably requested by Parent, including all historical financial statements and financial data of the lenders party thereto type required by Regulation S-X and Regulation S-K under the Securities Act and of the type and form customarily included in private placements under Rule 144A of the Securities Act, to consummate the Debt Financing or any other financing transaction executed in connection with the transactions contemplated hereby (the “Committed Lenders”) and the arrangers party thereto, dated as of the date hereof, addressed to Parent (including all annexes, exhibits, schedules and other attachments thereto, and as replaced, amended, supplemented, modified or waived after the date hereof in compliance with Section 6.09, the “Commitment Letter” and the financing contemplated thereby, the “FinancingRequired Financial Information”), pursuant (v) using commercially reasonable efforts to which obtain accountants’ comfort letters, legal opinions, surveys and title insurance as may be requested by Parent or the Committed Lenders have committedlenders under the Debt Financing Commitments, on (vi) using commercially reasonable efforts to provide monthly financial statements (excluding footnotes) within 25 days of the terms and subject end of each month prior to the conditions set forth thereinClosing Date, if and in the form now currently prepared by the Company, (vii) taking all actions reasonably necessary to lend (A) permit the amounts set forth therein prospective lenders involved in the Financing to evaluate the Company’s current assets, cash management and accounting systems, policies and procedures relating thereto for the purpose of funding establishing collateral arrangements and (B) so long as not effective until on or after the Transactions. As Effective Time, establish bank and other accounts and blocked account agreements and lock box arrangements in connection with the foregoing, and (viii) taking all corporate actions reasonably necessary to permit the consummation of the date hereofDebt Financing and to permit the proceeds thereof to be made available to the Company (it being understood that to the greatest extent practicable, the Commitment Letter has been accepted actions contemplated by Parent, is in full force and effect and has this Section 7.9(a)(viii) shall not been withdrawn or terminated or otherwise amended or modified in any respectbe required to be taken until immediately prior to the Closing); provided that the existence or exercise of “market flex” provisions nothing contained in the Fee Letter (as defined below) this Section 7.9 shall not constitute an amendment or modification require such cooperation to the Commitment Letter. As extent that it would interfere unreasonably with the business or operations of the date hereof, the Commitment LetterCompany or its Subsidiaries. The Company shall cause its officers, in the form so delivered, is a legal, valid and binding obligation of Parent andtheir capacities as officers, to deliver such customary management representation letters as any audit firm may request in connection with any comfort letters or similar documents required in connection with the Knowledge Debt Financing. The Company hereby consents to the use of Parentits and its Subsidiaries’ logos in connection with the Debt Financing, provided that such logos are used solely in a manner that is not intended to nor reasonably likely to harm or disparage the other parties thereto, and is enforceable against each party thereto in accordance with its terms, in each case except as limited by Laws affecting Company or the enforcement of creditors’ rights generally reputation or by general equitable principles. As goodwill of the date hereof, there are no other legally binding agreements, side letters or arrangements relating to Company and its marks. Neither the Financing (other than the Commitment Letter, the fee letter and fee credit letter relating to the Commitment Letter, true and complete copies Company nor any of which have been provided to the Company, with only the existence and/or amount of fees, fee credits, “market flex” terms, pricing terms, pricing caps and other commercially sensitive information specified therein redacted, none of which redacted terms, individually or in the aggregate, would reduce the amount of the Financing below an amount necessary to make all payments required by this Agreement or adversely affect the conditionality, availability or termination of the Financing or materially delay or prevent the Closing or make the funding of the Financing less likely to occur (“Permissible Redacted Terms”) (such letters, the “Fee Letter”)) among the parties thereto. As of the date hereof, and (in the case of clause (ii) below) assuming the accuracy of the representations set forth in Article III, no event has occurred, and there is no condition or circumstance existing, which, with or without notice, lapse of time or both, would or would reasonably its Subsidiaries shall be likely to (i) constitute a default or breach on the part of Parent, Merger Sub or, to the Knowledge of Parent, any other party theretorequired, under the Commitment Letter or (ii) result in any portion of the Financing being unavailable on the Closing Date. As of the date hereof, there are no conditions precedent or other contingencies related to the funding of the full amount of the Financing (including any “market flex” provisions), other than as expressly set forth in the Commitment Letter and the Fee Letter. Parent and Merger Sub have fully paid, or caused to be fully paid, any and all commitment fees or other amounts that are due and payable by Parent or Merger Sub on or prior to the date provisions of this Agreement pursuant to the Commitment Letter Section 7.9 or otherwise in connection with the FinancingDebt Financing (x) to pay any commitment or other similar fee prior to the Effective Time that is not advanced or substantially simultaneously reimbursed by Parent or (y) to incur any out-of-pocket expense unless such expense is advanced or substantially simultaneously reimbursed by Parent. As Parent shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives from and against any and all losses suffered or incurred by them in connection with (1) any action taken by them at the request of Parent or Merger Sub pursuant to this Section 7.9 or in connection with the arrangement of the date hereofDebt Financing or (2) any information utilized in connection therewith (other than information provided by the Company or its Subsidiaries). Nothing contained in this Section 7.9 or otherwise shall require the Company to be an issuer or other obligor with respect to the Debt Financing prior to the Closing. All material, no party non-public information regarding the Company and its Subsidiaries provided to any Commitment Letter has any right to imposeParent, and Parent and Merger Sub do not have an obligation or their Representatives pursuant to accept, (Athis Section 7.9(a) any condition precedent to the funding of the Financing other than as expressly set forth in or contemplated shall be kept confidential by the Commitment Letter and the Fee Letter or (B) any reduction to the aggregate amount available under the Commitment Letter at Closing (nor any term or condition that would have the effect of reducing the aggregate amount available under the Commitment Letter at Closing) to an amount that would be insufficient for Parent and Merger Sub to consummate the Transactions, including payment of the Required Amount. As of the date hereof, and assuming the accuracy of the representations set forth in Article III, each of Parent and Merger Sub, as applicable, has no reason to believe that it will be unable to satisfy on a timely basis (taking into account the timing of the Marketing Period) any of the terms or conditions to funding to be satisfied by it contained in the Commitment Letter. (b) Assuming the Financing is funded in full on the Closing Date them in accordance with the Commitment Letters, Confidentiality Agreements except for disclosure to potential investors as required in connection with the accuracy of the representations set forth in Article III and the performance by the Company and its Affiliates of their respective obligations under this Agreement, including the obligations set forth in Section 6.09, Section 6.11 and Section 6.12, Parent and Merger Sub will have, at the Closing, sufficient funds Financing subject to satisfy all of the obligations of Parent and Merger Sub hereunder and to consummate the Transactions, including payment of the aggregate Merger Consideration, the Option Payments, the RSU Payments and all related fees and expenses under this Agreement, the Commitment Letter and the Fee Letter, in each case, that are due and payable on the Closing Date (collectively, the “Required Amount”)customary confidentiality protections. (c) In no event shall the receipt or availability of any funds or financing (including the Financing) by Parent or any of its Affiliates or any other financing or other transactions be a condition to any of Parent’s or Merger Sub’s obligations under this Agreement.

Financing. (ai) Concurrently with the execution and delivery of this Agreement, Parent T-Mobile has delivered to Sprint a true, complete and correct copy of an executed commitment letter, dated the Company a debt date of this Agreement (such commitment letter as the same may be amended from the lenders party thereto (time-to-time is referred to herein as the “Committed LendersCommitment Letter”, together with the customary fee letters referred to in clause (ii) below), among T-Mobile USA, Inc. and the arrangers Financing Parties party thereto, dated pursuant to which, among other things, each of the Financing Parties has agreed, subject to the terms and conditions of the Commitment Letter, to provide or cause to be provided the financing commitments specified in the Commitment Letter subject to the terms and conditions thereof, the proceeds of which are intended by T-Mobile to be utilized as specified in the Commitment Letter. The financing commitments contemplated under the Commitment Letter and the financing contemplated thereby are referred to herein, individually and collectively, as the “Financing”. (ii) The Commitment Letter as of the date hereof, addressed to Parent (including all annexes, exhibits, schedules and other attachments thereto, and as replaced, amended, supplemented, modified or waived after the date hereof in compliance with Section 6.09, the “Commitment Letter” and the financing contemplated thereby, the “Financing”), pursuant to which the Committed Lenders have committed, on the terms and subject to the conditions set forth therein, to lend the amounts set forth therein for the purpose of funding the Transactions. As of the date hereof, the Commitment Letter has been accepted by Parent, is x)is in full force and effect and has not been withdrawn or terminated or otherwise amended or modified in any respect; provided that the existence or exercise of “market flex” provisions contained in the Fee Letter effect, (as defined belowy) shall not constitute an amendment or modification to the Commitment Letter. As of the date hereof, the Commitment Letter, in the form so delivered, is a legal, valid and binding obligation of Parent the T-Mobile USA, Inc. and, to the Knowledge knowledge of ParentT-Mobile, the other parties thereto, and is enforceable against each party thereto in accordance with its terms, in each case except as limited by Laws affecting (z) has not been amended or modified prior to the enforcement of creditors’ rights generally or by general equitable principlesdate hereof. As of the date hereof, there are no other legally binding agreements, side letters or arrangements relating to the Financing (other than the Commitment Letter, the fee letter and fee credit letter relating to the Commitment Letter, true and complete copies of which have been provided to the Company, with only the existence and/or amount of fees, fee credits, “market flex” terms, pricing terms, pricing caps and other commercially sensitive information specified therein redacted, none of which redacted terms, individually or in the aggregate, would reduce the amount of the Financing below an amount necessary to make all payments required by this Agreement or adversely affect the conditionality, availability or termination of the Financing or materially delay or prevent the Closing or make the funding of the Financing less likely to occur (“Permissible Redacted Terms”i) (such letters, the “Fee Letter”)) among the parties thereto. As of the date hereof, and (in the case of clause (ii) below) assuming the accuracy of the representations set forth in Article III, no event has occurred, and there is no condition or circumstance existing, occurred which, with or without notice, lapse of time or both, would or would reasonably be likely to (i) constitute a material default or material breach on the part of ParentT-Mobile USA, Merger Sub or, to the Knowledge of Parent, any other party thereto, Inc. under the Commitment Letter or Letter, and (ii) result in any portion subject the satisfaction of the Financing being unavailable conditions set forth in Section 7.1 and Section 7.2 hereof, and assuming the accuracy in all material respects of the representations and warranties contained in Section 4.1, 4.3 and 4.4, T-Mobile has no reason to believe that it will be unable to satisfy on a timely basis any material term or condition of closing to be satisfied by the Commitment Letter on or prior to the Closing Date. As of the date hereof, there are no conditions precedent or other contingencies related to the funding of the full amount of the Financing (including any “market flex” provisions), provisions contained in the Commitment Letter) other than as expressly set forth in or expressly contemplated by the Commitment Letter and the Fee Letter. Parent and Merger Sub have fully paidAs of the date hereof, or caused to be fully paid, any and all commitment fees there are no side letters or other amounts that are due agreements, contracts or arrangements (except for customary fee letters, fee credit letters, and payable engagement letters, a correct and complete copy of which have been delivered by Parent or Merger Sub T-Mobile to Sprint on or prior to the date of this Agreement pursuant (other than with respect to the Commitment Letter or otherwise in connection with the Financing. As of the date hereofredacted fees, no party to any Commitment Letter has any right to imposefee amounts, pricing terms, pricing caps, “market flex” provisions and Parent and Merger Sub other economic terms) which do not have an obligation to accept, (A) contain provisions that impose any condition precedent additional conditions to the funding of the Financing not otherwise set forth in the Commitment Letter) related to the funding of the full amount of the Financing other than as expressly set forth in or expressly contemplated by the Commitment Letter and the Fee Letter or (B) any reduction to the aggregate amount available under the Commitment Letter at Closing (nor any term or condition that would have the effect of reducing the aggregate amount available under the Commitment Letter at Closing) to an amount that would be insufficient for Parent and Merger Sub to consummate the Transactions, including payment of the Required Amount. As of the date hereof, and assuming the accuracy of the representations set forth in Article III, each of Parent and Merger Sub, as applicable, has no reason to believe that it will be unable to satisfy on a timely basis (taking into account the timing of the Marketing Period) any of the terms or conditions to funding to be satisfied by it contained in the Commitment Letter. (b) Assuming the Financing is funded in full on the Closing Date in accordance with the Commitment Letters, the accuracy of the representations set forth in Article III and the performance by the Company and its Affiliates of their respective obligations under this Agreement, including the obligations set forth in Section 6.09, Section 6.11 and Section 6.12, Parent and Merger Sub will have, at the Closing, sufficient funds to satisfy all of the obligations of Parent and Merger Sub hereunder and to consummate the Transactions, including payment of the aggregate Merger Consideration, the Option Payments, the RSU Payments and all related fees and expenses under this Agreement, the Commitment Letter and the Fee Letter, in each case, that are due and payable on the Closing Date (collectively, the “Required Amount”). (c) In no event shall the receipt or availability of any funds or financing (including the Financing) by Parent or any of its Affiliates or any other financing or other transactions be a condition to any of Parent’s or Merger Sub’s obligations under this Agreement.

Financing. (a) Concurrently Parent will have available to it upon the consummation of the Offer and the Effective Time sufficient funds to make the payments required pursuant to this Agreement with respect to, the execution Offer and delivery of this Agreementthe Merger, respectively. (b) Parent has delivered to the Company a true and complete copies of the fully executed debt commitment letter letters from the lenders party thereto (the “Committed Lenders”) and the arrangers party theretoFinancing Sources identified therein, dated as of the date hereof, addressed to Parent hereof (including all annexes, exhibits, schedules schedules, annexes and other attachments theretoamendments thereto (and together with any fee letter (each, a “Fee Letter”) associated therewith which Fee Letter has been redacted in a customary manner solely with respect to terms that are confidential and do not adversely affect the enforceability, availability or conditionality of or the aggregate amount of net proceeds available under the Financing) as replaced, amended, supplemented, modified or waived after of the date hereof in compliance with Section 6.09of this Agreement, collectively, the “Debt Commitment Letter” and the financing contemplated thereby, the “FinancingLetters”), pursuant to which the Committed Lenders have committedwhich, on the terms and subject to the terms and conditions set forth thereinthereof, such Financing Sources have committed to lend the amounts set forth therein to Parent for the purpose of funding the Transactionstransactions contemplated by this Agreement (the “Financing”). As All of the date hereof, the Debt Commitment Letter has been accepted by Parent, is Letters are in full force and effect and has not been withdrawn or terminated or otherwise amended or modified in any respect; provided that the existence or exercise of “market flex” provisions contained in the Fee Letter (as defined below) shall not constitute an amendment or modification to the Commitment Letter. As of the date hereof, the Commitment Letter, in the form so delivered, is a are legal, valid and binding obligation obligations of Parent and, to the Knowledge knowledge of Parent, the other parties thereto, and is enforceable against each party thereto in accordance with its their respective terms, in each case except as limited by Laws subject to bankruptcy, insolvency, fraudulent transfer, reorganization and similar laws affecting the enforcement rights of creditors’ rights creditors generally and the availability of equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or by general equitable principlesat law). As of the date hereofof this Agreement, there are (i) no other legally binding agreementsDebt Commitment Letter has been withdrawn, side letters terminated, repudiated, rescinded, amended, supplemented or arrangements relating modified, in any respect, and (ii) to the Financing knowledge of Parent, no such withdrawal, termination, repudiation, rescission, amendment, supplement or modification is contemplated (other than any such amendment, modification or supplement to add Financing Sources, lead arrangers, bookrunners, syndication agents or similar entities who have not executed the Debt Commitment Letter, the fee letter and fee credit letter relating to the Commitment Letter, true and complete copies of which have been provided to the Company, with only the existence and/or amount of fees, fee credits, “market flex” terms, pricing terms, pricing caps and other commercially sensitive information specified therein redacted, none of which redacted terms, individually or in the aggregate, would reduce the amount Letters as of the Financing below an amount necessary to make all payments required by this Agreement or adversely affect the conditionality, availability or termination of the Financing or materially delay or prevent the Closing or make the funding of the Financing less likely to occur (“Permissible Redacted Terms”) (such letters, the “Fee Letter”date hereof)) among the parties thereto. As of the date hereof, and (in the case of clause (ii) below) assuming the accuracy of the representations set forth in Article IIIthis Agreement, no event has occurred, and there is no condition occurred or circumstance existing, whichexists that, with or without notice, lapse of time or both, would constitute or would reasonably be likely to (i) constitute result in a breach or default or breach on the part of Parent, Merger Sub Parent or, to the Knowledge knowledge of Parent, any other party thereto, Person under the Commitment Letter or (ii) result in any portion of the Financing being unavailable Debt Commitment Letters. As of the date of this Agreement, Parent has no reason to believe (both before and after giving effect to any “flex” provisions contained in the Fee Letters) that it will be unable to satisfy, on a timely basis, any term or condition to be satisfied by it contained in the Debt Commitment Letters or that the full amounts committed pursuant to the Debt Commitment Letters will not be available as of the Closing Dateif the terms or conditions to be satisfied by it contained in the Debt Commitment Letters are satisfied (taking into account the expected timing of the Marketing Period). As of the date hereof, there are no conditions precedent side letters or other contingencies agreements, contracts, arrangements or understandings to which Parent is a party related to the funding of the full amount of the Financing (including any “market flex” provisions), other than as expressly set forth in the Commitment Letter and the Fee Letter. Parent and Merger Sub have fully paid, or caused to be fully paid, any and all commitment fees or other amounts that are due and payable by Parent or Merger Sub on or prior to the date of this Agreement pursuant to the Commitment Letter or otherwise in connection with the Financing. As of the date hereof, no party to any Commitment Letter has any right to impose, and Parent and Merger Sub do not have an obligation to accept, (A) any condition precedent to the funding of the Financing other than as expressly set forth in or contemplated by the Debt Commitment Letter and the Fee Letter or (B) any reduction Letter. The Financing is subject to no conditions to the aggregate amount available obligations of the parties under the Debt Commitment Letter at Closing (nor any term Letters to make the full amount of the Financing available to Parent or condition that would have the effect of reducing the aggregate amount available under the Commitment Letter at Closing) to an amount that would be insufficient for Parent and Merger Sub to consummate at the Transactions, including payment of Closing other than those set forth in the Required AmountDebt Commitment Letter. As of the date hereofof this Agreement, Parent has fully paid any and assuming all commitment fees or other fees or deposits required by the accuracy Debt Commitment Letters to be paid on or before the date of this Agreement. The aggregate proceeds from the Financing constitute all of the representations set forth financing required for the consummation of the transactions contemplated by this Agreement and are sufficient in Article III, each of amount to provide Parent with the funds necessary for it to consummate the transactions contemplated hereby and Merger Sub, as applicable, has no reason to believe that it will be unable to satisfy on a timely basis (taking into account the timing of the Marketing Period) any of the terms or conditions to funding to be satisfied by it contained in the Commitment Letter. (b) Assuming the Financing is funded in full on the Closing Date in accordance with the Commitment Letters, the accuracy of the representations set forth in Article III and the performance by the Company and its Affiliates of their respective obligations under this Agreement, including for Parent to pay the obligations set forth in Section 6.09, Section 6.11 aggregate amounts payable pursuant to Article II and Section 6.12, Parent and Merger Sub will have, at the Closing, sufficient funds to satisfy all of the obligations of Parent and Merger Sub hereunder and to consummate the Transactions, including payment of the aggregate Merger Considerationall fees, the Option Payments, the RSU Payments and all related fees costs and expenses under to be paid by Parent related to the transactions contemplated by this Agreement, the Commitment Letter including such fees, costs and the Fee Letter, in each case, that are due and payable on the Closing Date (collectively, the “Required Amount”). (c) In no event shall the receipt or availability of any funds or financing (including expenses relating to the Financing) by Parent or any of its Affiliates or any other financing or other transactions be a condition to any of Parent’s or Merger Sub’s obligations under this Agreement.

Financing. (a) Concurrently with the execution and delivery of this Agreementhereof, Parent has delivered to the Company (i) a debt true, complete and correct copy of an executed equity commitment letter from the lenders party thereto Ares Capital Management LLC (the “Committed Lenders”together with its managed funds and accounts) and the arrangers party theretoAres Alternative Credit Management LLC (together with its managed funds and accounts), dated as of the date hereof, addressed to Parent of this Agreement (including together with all annexes, exhibits, schedules and annexes thereto, the “Equity Commitment Letter”), and an executed fee letter from Ares Capital Management LLC (together with its DOC ID - 32901658.22 58 managed funds and accounts) and Ares Alternative Credit Management LLC (together with its managed funds and accounts), dated as of the date of this Agreement (the “Equity Fee Letter” and, together with the commitment under the Equity Commitment Letter, the “Equity Financing Commitment”), pursuant to which, and subject to the terms and conditions of which, the applicable Equity Financing Sources have committed to provide cash in the aggregate amount set forth therein (the “Equity Financing”) at or prior to the date and time at which the Closing is required to occur pursuant to Section 2.2 and (ii) a true, complete and correct copy of an executed debt commitment letter from Truist Bank and Truist Securities, Inc. (the “Lenders”), dated as of the date of this Agreement (together with all exhibits, term sheets, schedules, annexes and other attachments thereto, the “Debt Commitment Letter”) and an executed fee letter from the Lenders, dated as replaced, amended, supplemented, modified or waived after of the date hereof in compliance of this Agreement (the “Debt Fee Letter” and, together with Section 6.09the commitment under the Debt Commitment Letter, the “Commitment Letter” Debt Financing Commitment”, and the financing Debt Financing Commitment together with the Equity Financing Commitment, the “Financing Commitments”), pursuant to which, and subject to the terms and conditions of which, the applicable Lenders party thereto have committed to provide loans in the amounts described therein, the net proceeds of which shall be used to fund the transactions contemplated therebyhereby to be consummated by Parent at the date and time at which the Closing is required to occur pursuant to Section 2.2 (the “Debt Financing” and, together with the Equity Financing, the “Financing”); provided, pursuant however, that, solely in the case of the Equity Fee Letter and Debt Fee Letter, provisions related to which the Committed Lenders have committedfees, on the flex terms and subject to the conditions set forth therein, to lend the amounts set forth therein for the purpose of funding the Transactions. As of the date hereof, the Commitment Letter has been accepted by Parent, is in full force and effect and has not been withdrawn or terminated or otherwise amended or modified in any respect; provided that the existence or exercise of “market flex” provisions contained in the Fee Letter (as defined below) shall not constitute an amendment or modification to the Commitment Letter. As of the date hereof, the Commitment Letter, in the form so delivered, is a legal, valid and binding obligation of Parent and, to the Knowledge of Parent, the other parties thereto, and is enforceable against each party thereto in accordance with its terms, in each case except as limited by Laws affecting the enforcement of creditors’ rights generally or by general equitable principles. As of the date hereof, there are no other legally binding agreements, side letters or arrangements relating to the Financing (other than the Commitment Letter, the fee letter and fee credit letter relating to the Commitment Letter, true and complete copies of which pricing caps have been provided to the Company, with only the existence and/or amount of fees, fee credits, “market flex” terms, pricing terms, pricing caps and other commercially sensitive information specified therein redacted, redacted (none of which redacted terms, individually or in the aggregate, aggregate would reduce the amount of the Financing below an amount necessary to make all payments required by this Agreement or adversely affect the conditionality, availability or termination of the Financing or materially delay or prevent the Closing or make the funding of the Financing less likely to occur (“Permissible Redacted Terms”) (such lettersoccur). Each of the Financing Commitments is a legal, valid and binding obligation of Parent, and to Parent’s Knowledge, the “Fee Letter”)) among the other parties thereto, and is enforceable in accordance with its terms, subject to the Enforceability Exceptions. As Each of the Financing Commitments, in the form delivered to the Company, is valid and in full force and effect, and none of the Financing Commitments has been withdrawn, rescinded or terminated or otherwise amended or modified in any respect, and no such amendment or modification is contemplated by Parent, or to Parent’s Knowledge, any other party to the Financing Commitments. Neither Parent, nor, to Parent’s Knowledge, any other party to any Financing Commitment is in violation or breach of any of the terms or conditions set forth in any of the Financing Commitments and, as of the date hereof, and (in the case of clause (ii) below) assuming the accuracy of the representations set forth in Article IIIto Parent’s Knowledge, no event has occurred, and there is no condition or circumstance existing, occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute a breach, default or failure to satisfy any condition precedent set forth therein which would reasonably be likely expected to (i) constitute a default or breach on adversely affect the part availability of Parent, Merger Sub or, the Financing. No party to the Knowledge any Financing Commitment has notified Parent of Parent, its intention to terminate any other party thereto, under the Commitment Letter or (ii) result in any portion of the Financing being unavailable on Commitments or not to provide the Closing Date. As Financing and, as of the date hereof, no termination of any Financing Commitment is contemplated by Parent. Assuming the Financing is funded in accordance with the terms of the Financing Commitments, the aggregate net proceeds from the Financing, together with resources available to Parent as of the date hereof, will be sufficient to consummate the transactions contemplated hereby, including the timely payment at the Closing of any amounts required to be paid under Section 2.8(c) and any fees and expenses of or payable by Parent and/or Merger Sub, and any other amounts required to be paid in connection with the consummation of the transactions contemplated by this Agreement. Parent has paid in full any and all commitment or other fees required by the Financing Commitments that are due as of the date hereof and will DOC ID - 32901658.22 59 pay, after the date of this Agreement, all such fees as they become due. Except for the Equity Fee Letter and the Debt Fee Letter (which have been provided to the Company in a redacted form as set forth above), there are no side letters, understandings or other agreements or arrangements relating to the Financing to which Parent or any of its Affiliates are a party. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing (including any “market flex” provisions), other than as expressly set forth in the Equity Commitment Letter and the Fee Letter. Parent and Merger Sub have fully paid, or caused to be fully paid, any and all commitment fees or other amounts that are due and payable by Parent or Merger Sub on or prior to the date of this Agreement pursuant to the Debt Commitment Letter or otherwise in connection with (the Financing“Disclosed Conditions”). As Assuming that each of the date hereof, no party to any Commitment Letter has any right to impose, and Parent and Merger Sub do not have an obligation to accept, (A) any condition precedent to the funding of the Financing other than as expressly conditions set forth in or contemplated by the Commitment Letter Section 6.1 and the Fee Letter or (B) any reduction to the aggregate amount available under the Commitment Letter at Closing (nor any term or condition that would have the effect of reducing the aggregate amount available under the Commitment Letter Section 6.3 are satisfied at Closing) to an amount that would be insufficient for , Parent and Merger Sub to consummate the Transactions, including payment of the Required Amount. As of the date hereof, and assuming the accuracy of the representations set forth in Article III, each of Parent and Merger Sub, as applicable, has no reason to believe that it will be unable to satisfy on a timely basis (taking into account the timing of the Marketing Period) any of the terms Disclosed Conditions or conditions to funding to be satisfied by it contained in that the Commitment Letter. (b) Assuming full amount of the Financing is funded in full will not be available on the Closing Date in accordance with order to fund the Commitment Letters, transactions contemplated hereby. For the accuracy avoidance of the representations set forth in Article III and the performance by the Company and its Affiliates of their respective obligations under this Agreement, including the obligations set forth in Section 6.09, Section 6.11 and Section 6.12doubt, Parent acknowledges and Merger Sub will have, at the Closing, sufficient funds to satisfy all of the obligations of Parent and Merger Sub hereunder and to consummate the Transactions, including payment of the aggregate Merger Consideration, the Option Payments, the RSU Payments and all related fees and expenses under this Agreement, the Commitment Letter and the Fee Letter, in each case, agrees that are due and payable on the Closing Date (collectively, the “Required Amount”). (c) In no event shall the receipt or availability of any funds or financing (including the Financing) by Parent or any of its Affiliates or any other financing or other transactions be it is not a condition to any of Parent’s Closing under this Agreement for Parent or Merger Sub’s obligations under this AgreementSub to obtain the Equity Financing, the Debt Financing or any Alternative Financing.

Financing. (a) Concurrently As and when needed, Parent will have the funds necessary to pay the aggregate Cash Consideration, the Company Equity Award Consideration, payment in respect of the Company Performance Cash Awards, any repayment or refinancing of debt contemplated by this Agreement or required in connection with the execution transactions contemplated hereby (including, for the avoidance of doubt, any offers to repurchase outstanding debt upon a change of control or fundamental change and delivery conversions of this Agreementthe Company Convertible Notes) and any other amounts required to be paid in connection with the consummation of the transactions contemplated hereby and to pay all related fees and expenses of Parent and Merger Sub, and there is no restriction on the use of such cash for such purposes. (b) Parent has delivered to the Company Company, prior to the date of this Agreement, a debt true, correct and complete copy of an executed commitment letter from among Parent and those financial institutions party to the lenders party thereto Commitment Letter (together with their permitted assignees under the Commitment Letter, the “Committed Lenders”) and the arrangers party thereto), dated as of the date hereof, addressed to Parent (including all annexes, exhibits, schedules and other attachments annexes thereto, and as replaced, amended, supplemented, modified a customarily redacted Fee Letter none of which redacted terms would reasonably be expected to adversely affect the availability or waived after aggregate principal amount of the date hereof in compliance with Section 6.09debt financing contemplated by such commitment letter) regarding the terms of the debt financing to be provided thereby (collectively, the “Commitment Letter” and the financing contemplated thereby, the “Financing”), pursuant to which the Committed Lenders parties thereto (other than Parent) have committedcommitted to provide, on subject to the terms and subject to the conditions set forth therein, to lend debt financing in the amounts set forth therein for the purpose of funding the Transactionstherein. As of the date hereofof this Agreement, (i) the Commitment Letter has been accepted by Parent, is in full force and effect and has not been withdrawn or terminated or otherwise amended or modified in any respect; provided that the existence or exercise of “market flex” provisions contained in the Fee Letter (as defined belowA) shall not constitute an amendment or modification to the Commitment Letter. As of the date hereof, the Commitment Letter, in the form so delivered, is a legal, valid and binding obligation of Parent and, to the Knowledge of Parent, each of the other parties thereto, and is (B) enforceable against each party thereto in accordance with its termsterms against Parent and, to the Knowledge of Parent, each of the other parties thereto, except in each case except as enforcement may be limited by Laws bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors’ rights generally or and by general equitable principles. As principles of equity, and (C) in full force and effect, (ii) the Commitment Letter has not been amended or modified, (iii) none of the respective obligations and commitments contained in the Commitment Letter has been withdrawn, terminated or rescinded in any respect (other than any reduction or termination in each case in accordance with the express terms of the Commitment Letter as in effect on the date hereof), there are and no other legally binding agreementssuch amendment, side letters modification, withdrawal, termination or arrangements relating rescission is contemplated by Parent or, to the Financing (Knowledge of Parent, by any other than the Commitment Letter, the fee letter and fee credit letter relating party thereto that would be reasonably likely to the Commitment Letter, true and complete copies of which have been provided to the Company, with only the existence and/or amount of fees, fee credits, “market flex” terms, pricing terms, pricing caps and other commercially sensitive information specified therein redacted, none of which redacted terms, individually or in the aggregate, would reduce the amount of the Financing below an amount necessary to make all payments required by this Agreement or adversely affect the conditionality, amount or availability or termination of the Financing or materially delay or prevent the Closing or make the funding of the Financing less likely to occur (“Permissible Redacted Terms”) (such letters, the “Fee Letter”)) among the parties thereto. As of the date hereof, thereof and (in the case of clause (iiiv) below) assuming the accuracy of the representations set forth in Article III, no event has occurred, and there is no condition or circumstance existing, which, occurred which (with or without notice, notice or lapse of time time, or both, ) would or would reasonably be likely expected to (i) constitute a default or breach or to the Knowledge of Parent, a failure to satisfy a condition precedent on the part of Parent, Merger Sub Parent or, to the Knowledge of Parent, any other party thereto, parties thereto under the Commitment Letter. Parent has fully paid any and all commitment fees or other fees in connection with the Commitment Letter that are payable on or (ii) result prior to the date hereof, and will pay in full any portion such amounts due on or before the Closing Date in accordance with the terms thereof. There are no agreements, side letters or arrangements to which Parent is a party that could affect the availability of the Financing being unavailable debt financing contemplated by the Commitment Letter on the Closing Date. As of the date hereof, there There are no conditions precedent or other contingencies between Parent and any other party to the Commitment Letter related to the funding of the full amount of the Financing debt facilities contemplated by the Commitment Letter (including any “market flex” provisions), provisions in the Fee Letter) other than as expressly set forth in the Commitment Letter and the Fee Letter. Parent and Merger Sub have fully paid, or caused to be fully paid, any and all commitment fees or other amounts that are due and payable by Parent or Merger Sub on or prior to the date of this Agreement pursuant to the Commitment Letter or otherwise in connection with the Financing. As of the date hereofof this Agreement, no party to any Commitment Letter has any right to impose, and the Parent and Merger Sub do not have an obligation to accept, (A) any condition precedent to the funding of the Financing other than as expressly set forth in or contemplated by the Commitment Letter and the Fee Letter or (B) any reduction to the aggregate amount available under the Commitment Letter at Closing (nor any term or condition that would have the effect of reducing the aggregate amount available under the Commitment Letter at Closing) to an amount that would be insufficient for Parent and Merger Sub to consummate the Transactions, including payment of the Required Amount. As of the date hereof, and assuming the accuracy of the representations set forth in Article III, each of Parent and Merger Sub, as applicable, has no reason to believe that it will be unable to satisfy on a timely basis (taking into account the timing of the Marketing Period) any of the terms conditions or conditions contingencies to funding to be satisfied by it contained in the Commitment Letter. (b) Assuming the Financing is funded in full on the Closing Date in accordance with the Commitment Letters, the accuracy of the representations set forth in Article III and the performance by the Company and its Affiliates of their respective obligations under this Agreement, including the obligations set forth in Section 6.09, Section 6.11 and Section 6.12, Parent and Merger Sub will have, at the Closing, sufficient funds to satisfy all of the obligations of Parent and Merger Sub hereunder and to consummate the Transactions, including payment of the aggregate Merger Consideration, the Option Payments, the RSU Payments and all related fees and expenses under this Agreement, the Commitment Letter and the Fee Letter, in each case, that are due and payable on the Closing Date (collectively, the “Required Amount”). (c) In no event shall the receipt or availability of any funds or financing (including the Financing) by Parent or any of its Affiliates or any other financing or other transactions be a condition to any of Parent’s or Merger Sub’s obligations under this Agreement.

Financing. (A) The Parties acknowledge and agree that (1) the costs of all or a portion of the LTCP will be financed by debt issued by some or all of the Parties under the New York Local Finance Law, and (2) the LTCP will be divided into phases in order to provide for the orderly undertaking and financing of the LTCP. (B) The Parties agree as follows: (1) The LTCP constitutes the implementation of a joint project to make water quality improvements to the ▇▇▇▇▇▇ River as required pursuant to the Consent Order and provided under New York Local Finance Law § 15.00. (2) Any of the Parties issuing debt to finance its percentage share of LTCP Project Costs agrees to coordinate with the other Parties on the use of model (or substantially similar) bond resolutions and related financing documents to ensure compliance with the requirements of the New York Local Finance Law. (3) If the EFC is providing any portion of the financing for the undertaking of the LTCP, the following shall apply: (a) Concurrently A project finance agreement and disbursing agreement may be required to be executed and delivered by the Parties to provide for the deposit and disbursement of monies to undertake the LTCP. The Parties will comply with the execution and delivery of this Agreement, Parent has delivered to the Company a debt commitment letter from the lenders party thereto (the “Committed Lenders”) and the arrangers party thereto, dated as of the date hereof, addressed to Parent (including all annexes, exhibits, schedules and other attachments thereto, and as replaced, amended, supplemented, modified or waived after the date hereof in compliance with Section 6.09, the “Commitment Letter” and the financing contemplated thereby, the “Financing”), pursuant to which the Committed Lenders have committed, on the terms and subject to the conditions set forth thereinprovisions of EFC’s standard Project Finance Agreement and Bid Package, to lend the amounts set forth therein for the purpose of funding the Transactions. As of the date hereof, the Commitment Letter has been accepted by Parent, is in full force and effect and has not been withdrawn or terminated or otherwise amended or modified in any respect; provided that the existence or exercise of “market flex” provisions contained in the Fee Letter (as defined below) shall not constitute an amendment or modification to the Commitment Letter. As of the date hereof, the Commitment Letter, in the form so delivered, is a legal, valid and binding obligation of Parent and, to the Knowledge of Parent, the other parties thereto, and is enforceable against each party thereto in accordance with its terms, in each case except as limited by Laws affecting the enforcement of creditors’ rights generally or by general equitable principles. As of the date hereof, there are no other legally binding agreements, side letters or arrangements relating to the Financing (other than the Commitment Letter, the fee letter and fee credit letter relating to the Commitment Letter, true and complete copies of which have been provided to the Company, with only the existence and/or amount are appended hereto as Appendices C and D. (b) The Parties shall notify EFC of fees, fee credits, “market flex” terms, pricing terms, pricing caps and other commercially sensitive information specified therein redacted, none of which redacted terms, individually or any change in the aggregate, would reduce the amount of the Financing below an amount necessary to make all payments required by this Agreement or adversely affect the conditionality, availability or termination of the Financing or materially delay or prevent the Closing or make the funding of the Financing less likely to occur (“Permissible Redacted Terms”) (such letters, the “Fee Letter”)) among the parties thereto. As of the date hereof, and (in the case of clause (ii) below) assuming the accuracy of the representations set forth in Article III, no event has occurred, and there is no condition or circumstance existing, which, with or without notice, lapse of time or both, would or would reasonably be likely to (i) constitute a default or breach on any of the part of Parent, Merger Sub or, to financing arrangements for the Knowledge of Parent, any other party thereto, under the Commitment Letter LTCP or (ii) result in any portion of the Financing being unavailable on the Closing Date. As of the date hereof, there are no conditions precedent or other contingencies related to the funding of the full amount of the Financing (including any “market flex” provisions), other than as expressly set forth in the Commitment Letter and the Fee Letter. Parent and Merger Sub have fully paid, or caused to be fully paid, any and all commitment fees or other amounts that are due and payable by Parent or Merger Sub on or prior to the date of this Agreement pursuant to the Commitment Letter or otherwise in connection with the Financing. As of the date hereof, no party to any Commitment Letter has any right to impose, and Parent and Merger Sub do not have an obligation to accept, (A) any condition precedent to the funding of the Financing other than as expressly set forth in or contemplated by the Commitment Letter and the Fee Letter or (B) any reduction to the aggregate amount available under the Commitment Letter at Closing (nor any term or condition that would have the effect of reducing the aggregate amount available under the Commitment Letter at Closing) to an amount that would be insufficient for Parent and Merger Sub to consummate the Transactions, including payment of the Required Amount. As of the date hereof, and assuming the accuracy of the representations set forth in Article III, each of Parent and Merger Sub, as applicable, has no reason to believe that it will be unable to satisfy on a timely basis (taking into account the timing of the Marketing Period) any of the terms or conditions to funding to be satisfied by it contained in the Commitment Letter. (b) Assuming the Financing is funded in full on the Closing Date in accordance with the Commitment Letters, the accuracy of the representations set forth in Article III and the performance by the Company and its Affiliates of their respective obligations under this Agreement, including the obligations set forth in Section 6.09, Section 6.11 and Section 6.12, Parent and Merger Sub will have, at the Closing, sufficient funds to satisfy all of the obligations of Parent and Merger Sub hereunder and to consummate the Transactions, including payment of the aggregate Merger Consideration, the Option Payments, the RSU Payments and all related fees and expenses under this Agreement, the Commitment Letter and the Fee Letter, in each case, that are due and payable on the Closing Date (collectively, the “Required Amount”). (c) In no event The Party or Parties bound by the project finance agreement with EFC shall comply with the receipt or availability applicable statutory and regulatory requirements, including New York Environmental Conservation Law § 17-1909, title 6 of any funds or financing the New York Codes, Rules and Regulations (“NYCRR”), Part 649, and 21 NYCRR Part 2602, and further including the Financing) requirement that during the term of a project’s financing by Parent the EFC, the recipient of funding shall have, or any acquire, such title, estate or interest in the site of its Affiliates or any other financing or other transactions be a condition the project to any ensure the undisturbed use and possession of Parent’s or Merger Subthe project site during construction and for the term of the Party’s obligations under this Agreementthe project finance agreement. (4) If required by the New York Local Finance Law or the EFC in connection with the issuance of debt by any of the Parties to finance a portion of the LTCP, to grant an interest in such financed portion of the LTCP to the Party issuing such debt. (5) To coordinate among themselves with respect to the satisfaction of timetables, adoption of resolutions, receipt, collection and deposit of monies, and the issuance of debt, if applicable, to ensure that sufficient funds are available to undertake and complete each phase of the LTCP. (6) Any Party or Parties seeking an advance under any EFC project finance agreement to finance LTCP Project Costs shall submit such requisition for a loan advance to the LDC, and the LDC shall obtain and administer such requisitions on behalf of the Party or Parties.

Financing. (a) Concurrently with the execution and delivery of this Agreement, Parent has delivered to the Company a debt true, complete and correct copy of (i) an executed commitment letter from the lenders party thereto (the “Committed Lenders”) and the arrangers party theretoletter, dated as of the date hereofof this Agreement (as amended, addressed to Parent (including all annexes, exhibits, schedules and other attachments thereto, and as replaced, amendedmodified, supplemented, modified replaced or waived extended from time to time after the date hereof of this Agreement in compliance with Section 6.096.9, the “Commitment Letter” and ”), from the financing contemplated therebylenders (including any lenders who become party thereto by joinder) party thereto (collectively, the “FinancingLenders”), pursuant to which the Committed Lenders have committedagreed, on subject to the terms and subject to the conditions set forth thereinthereof, to lend provide the debt amounts set forth therein for (the purpose debt financing contemplated by the Commitment Letter (including any debt securities to be incurred in lieu of funding the Transactions. As bridge facilities, as contemplated by the Commitment Letter and the Fee Letter), together with any permitted Alternative Debt Financing, is collectively referred to in this Agreement as the “Debt Financing”) and (ii) the fee letter referred to in the Commitment Letter (with only fee amounts, pricing caps and other economic terms redacted (none of which would adversely affect the amount or availability of the Debt Financing)) (each as amended, modified, supplemented, replaced or extended from time to time after the date of this Agreement in compliance with Section 6.9, the “Fee Letter”) and (iii) a related redacted engagement letter. (b) Except as expressly set forth in the Commitment Letter (or in the unredacted portions of the Fee Letter) delivered to the Company, as of the date hereof, the Commitment Letter has been accepted by Parent, is in full force and effect and has not been withdrawn or terminated or otherwise amended or modified in any respect; provided that the existence or exercise of “market flex” provisions contained in the Fee Letter (as defined below) shall not constitute an amendment or modification to the Commitment Letter. As of the date hereof, the Commitment Letter, in the form so delivered, is a legal, valid and binding obligation of Parent and, to the Knowledge of Parent, the other parties thereto, and is enforceable against each party thereto in accordance with its terms, in each case except as limited by Laws affecting the enforcement of creditors’ rights generally or by general equitable principles. As of the date hereofthis Agreement, there are no conditions precedent to the obligations of the Lenders to provide the Debt Financing or any contingencies that would permit the Lenders to reduce the total amount of the Debt Financing. There are no other legally binding agreements, side letters or arrangements relating to the Debt Financing (other than the Commitment Letter, the fee letter and fee credit letter relating to the Commitment Letter, true and complete copies which Parent or any of which have been provided to the Company, with only the existence and/or amount of fees, fee credits, “market flex” terms, pricing terms, pricing caps and other commercially sensitive information specified therein redacted, none of which redacted terms, individually or in the aggregate, would reduce the amount of the Financing below an amount necessary to make all payments required by this Agreement or adversely affect the conditionality, availability or termination of the Financing or materially delay or prevent the Closing or make the funding of the Financing less likely to occur (“Permissible Redacted Terms”) (such letters, the “Fee Letter”)) among the parties thereto. As its subsidiaries is a party as of the date hereof, and (in the case of clause (ii) below) assuming the accuracy of the representations set forth in Article III, no event has occurred, and there is no condition or circumstance existing, which, with or without notice, lapse of time or both, this Agreement which would or would reasonably be likely to (i) constitute a default or breach on the part of Parent, Merger Sub or, to the Knowledge of Parent, any other party thereto, under the Commitment Letter or (ii) result in any portion of the Financing being unavailable on the Closing Date. As of the date hereof, there are no impose conditions precedent or other contingencies related to the funding of the full amount of the Financing (including any “market flex” provisions)Financing, other than as expressly those set forth in the Commitment Letter and (or in the unredacted portions of the Fee Letter. Parent and Merger Sub have fully paid, or caused to be fully paid, any and all commitment fees or other amounts that are due and payable by Parent or Merger Sub on or prior to the date of this Agreement pursuant to the Commitment Letter or otherwise in connection with the Financing). As of the date hereofof this Agreement, no party to any Commitment Letter has any right to impose, and Parent and Merger Sub do does not have an obligation to accept, (A) any condition precedent to the funding of the Financing other than as expressly set forth in or contemplated by the Commitment Letter and the Fee Letter or (B) any reduction to the aggregate amount available under the Commitment Letter at Closing (nor any term or condition that would have the effect of reducing the aggregate amount available under the Commitment Letter at Closing) to an amount that would be insufficient for Parent and Merger Sub to consummate the Transactions, including payment of the Required Amount. As of the date hereof, and assuming the accuracy of the representations set forth in Article III, each of Parent and Merger Sub, as applicable, has no reason to believe that it will be unable to satisfy on a timely basis (taking into account the timing of the Marketing Period) any of the terms or all conditions to funding to be satisfied by it contained in the Commitment LetterLetter or the Fee Letter at the time it is required to consummate the Closing hereunder, nor does Parent have knowledge, as of the date of this Agreement, that any of the Lenders will not perform their respective funding obligations under the Commitment Letter in accordance with its terms and conditions. (bc) Assuming The Commitment Letter is a valid, binding obligation of Parent and Acquisition Sub and, to the Financing knowledge of Parent, the other parties thereto, is funded in full on force and effect and, assuming the Closing Date in accordance with the Commitment Letters, the accuracy satisfaction of the representations set forth condition contained in Article III and Section (c)(ii) of Annex I, as of the performance by the Company and its Affiliates date of their respective obligations under this Agreement, including the obligations set forth in Section 6.09no event has occurred that, Section 6.11 and Section 6.12with or without notice, Parent and Merger Sub will havelapse of time, at the Closingor both, sufficient funds would reasonably be expected to constitute a default or breach or a failure to satisfy all of a condition precedent on the obligations part of Parent or Acquisition Sub under the terms and Merger Sub hereunder and to consummate the Transactions, including payment conditions of the aggregate Merger Consideration, the Option Payments, the RSU Payments and all related fees and expenses under this Agreement, the Commitment Letter and the Fee Letter. Parent has paid in full any and all commitment fees or other fees required to be paid pursuant to the terms of the Commitment Letter and Fee Letter on or before the date of this Agreement, and will pay in each casefull any such amounts due on or before the Closing Date. The Commitment Letter and Fee Letter have not been modified, that are due altered or amended on or prior to the date of this Agreement. None of the commitments under the Commitment Letter have been withdrawn or rescinded prior to the date of this Agreement. (d) The proceeds of the Debt Financing, if funded, together with available cash of Parent and payable Acquisition Sub, shall constitute sufficient funds for the satisfaction of all of Parent’s and Acquisition Sub’s obligations under this Agreement on the Closing Date (collectivelyDate, including the payment of the Offer Price in respect of each share of Common Stock validly tendered and accepted in the Offer, the “Required Amount”Total Common Merger Consideration and all other amounts to be paid pursuant to Section 3.2 and Section 3.3 and the payment of all associated costs and expenses of the Offer and the Merger (including any repayment or refinancing of indebtedness of Parent, the Acquisition Sub or the Company required in connection therewith). (ce) In no event shall the receipt or availability of any funds or financing (including including, for the avoidance of doubt, the Debt Financing) by Parent or any of its Affiliates or any other financing or other transactions Affiliate thereof be a condition to any of Parent’s or Merger Sub’s obligations under this Agreementhereunder.

Financing. (a) Concurrently with Assuming the execution Financing has been received, at or prior to the time at which payment for validly tendered Shares is required to be made hereunder, Parent and delivery of this Agreement, Merger Sub shall have available cash resources and/or financing in an aggregate amount sufficient to enable Parent and Merger Sub to consummate the Transactions. Parent has delivered to the Company an accurate and complete copy of a fully executed debt commitment letter (together with all annexes, schedules and exhibits thereto) from the lenders financial institutions party thereto (collectively, the “Committed Lenders”) and the arrangers party thereto, dated as of the date hereof, addressed to Parent (including all annexes, exhibits, schedules and other attachments thereto, and as replaced, amended, supplemented, modified or waived after the date hereof in compliance with Section 6.09such letter, the “Commitment Letter” and the financing contemplated thereby, the “Financing”), pursuant to which the Committed Lenders have committedterms, on the terms and but subject to the conditions expressly set forth therein, of which certain of the Lenders have committed to lend provide Parent and Merger Sub with debt financing in the amounts set forth therein for purposes of partially financing the purpose of funding Transactions (such debt financing, the “Debt Financing”). Parent and Merger Sub acknowledge that their obligations under this Agreement, including their obligations to consummate the Transactions. As of , are not contingent or conditioned in any manner on obtaining any funds or financing. (b) The Commitment Letter is, and each definitive agreement with respect to the Debt Financing (which definitive agreements are referred to collectively in this Agreement as the “Definitive Financing Agreements”) entered into after the date hereof, the Commitment Letter has been accepted by Parent, is in full force and effect and has not been withdrawn or terminated or otherwise amended or modified in any respect; provided that the existence or exercise of “market flex” provisions contained in the Fee Letter (as defined below) shall not constitute an amendment or modification this Agreement but prior to the Commitment Letter. As of the date hereofAcceptance Time (if any), the Commitment Letterwill be, in the form so deliveredeach case, is a legal, valid valid, binding and binding enforceable obligation of Parent (to the extent party thereto) and Merger Sub (to the extent party thereto) and, to the Knowledge of Parent, the other parties thereto, and is enforceable against each party thereto in accordance with its termstheir respective terms and subject to: (i) the respective conditions expressly set forth therein; (ii) any Law of general application relating to bankruptcy, in each case except as limited by Laws affecting insolvency and the enforcement relief of creditors’ rights generally or by general debtors; and (iii) rules of Law governing specific performance, injunctive relief and other equitable principlesremedies. As of the date hereofof this Agreement, there are no other legally binding agreements, side letters or arrangements relating to the Financing (other than the Commitment Letter, the fee letter and fee credit letter relating to the Commitment Letter, true and complete copies of which have been provided to the Company, with only the existence and/or amount of fees, fee credits, “market flex” terms, pricing terms, pricing caps and other commercially sensitive information specified therein redacted, none of which redacted terms, individually or in the aggregate, would reduce the amount of the Financing below an amount necessary to make all payments required by this Agreement or adversely affect the conditionality, availability or termination of the Financing or materially delay or prevent the Closing or make the funding of the Financing less likely to occur (“Permissible Redacted Terms”) (such letters, the “Fee Letter”)) among the parties thereto. As of the date hereof, and (in the case of clause (ii) below) assuming the accuracy of the representations set forth in Article III, no event has occurred, and there is no condition or circumstance existing, which, with or without notice, lapse of time or both, would or would reasonably be likely to (i) constitute a default or breach on the part of Parent, Merger Sub or, to the Knowledge of Parent, any other party thereto, under the Commitment Letter has not been withdrawn, modified, terminated or (ii) result rescinded in any portion of the Financing being unavailable on the Closing Daterespect, amended, restated or otherwise modified or waived. As of the date hereof, there There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing (including any “market flex” provisions)Debt Financing, other than as expressly set forth in or expressly contemplated by the Commitment Letter and this Agreement, and, assuming the Fee truth and accuracy of the Company’s representations and warranties and compliance by the Company with its covenants and agreements herein, Parent does not have any reason to believe that the conditions to the Debt Financing will not be satisfied or that the Debt Financing will not be available to Parent at or prior to the time at which payment for validly tendered Shares is required to be made hereunder. As of the date hereof, there are no, and there are not contemplated to be any, side letters or other agreements, contracts or arrangements related to the funding or investing, as applicable, of the full amount of the Debt Financing, other than any customary engagement letters, fee letters and non-disclosure agreements that do not impact the conditionality for the Debt Financing to occur or amount of the Debt Financing. (c) As of the date of this Agreement, no event has occurred which (i) would constitute a breach or default (or an event which with notice or lapse of time or both would constitute a default), in each case, on the part of Parent under the Commitment Letter or (ii) would, individually or in the aggregate, permit the Lenders to terminate, or to not immediately fund the facilities to be established thereunder upon satisfaction of all conditions thereto. As of the date of this Agreement, neither Parent nor Merger Sub is aware of any material inaccuracies in any of the representations or warranties (if any) of Parent or Merger Sub in the Commitment Letter. To the extent required, Parent and Merger Sub have has fully paid, or caused to be fully paid, any and paid all commitment fees or other amounts that are due and payable by Parent or Merger Sub on or fees required to be paid prior to the date of this Agreement pursuant to the Commitment Letter or otherwise in connection with the Financing. As of the date hereof, no party to any Commitment Letter has any right to impose, and Parent and Merger Sub do not have an obligation to accept, (A) any condition precedent to the funding of the Financing other than as expressly set forth in or contemplated by the Commitment Letter and the Fee Letter or (B) any reduction to the aggregate amount available under the Commitment Letter at Closing (nor any term or condition that would have the effect of reducing the aggregate amount available under the Commitment Letter at Closing) to an amount that would be insufficient for Parent and Merger Sub to consummate the Transactions, including payment of the Required Amount. As of the date hereof, and assuming the accuracy of the representations set forth in Article III, each of Parent and Merger Sub, as applicable, has no reason to believe that it will be unable to satisfy on a timely basis (taking into account the timing of the Marketing Period) any of the terms or conditions to funding to be satisfied by it contained in the Commitment Letter. (b) Assuming the Financing is funded in full on the Closing Date in accordance with the Commitment Letters, the accuracy of the representations set forth in Article III and the performance by the Company and its Affiliates of their respective obligations under this Agreement, including the obligations set forth in Section 6.09, Section 6.11 and Section 6.12, Parent and Merger Sub will have, at the Closing, sufficient funds to satisfy all of the obligations of Parent and Merger Sub hereunder and to consummate the Transactions, including payment of the aggregate Merger Consideration, the Option Payments, the RSU Payments and all related fees and expenses under this Agreement, the Commitment Letter and the Fee Letter, in each case, that are due and payable on the Closing Date (collectively, the “Required Amount”). (c) In no event shall the receipt or availability of any funds or financing (including the Financing) by Parent or any of its Affiliates or any other financing or other transactions be a condition to any of Parent’s or Merger Sub’s obligations under this Agreement.

Financing. (a) Concurrently with the execution and delivery of this Agreement, Parent has delivered to the Company true, complete and fully executed copies of a debt commitment letter (together with the executed fee letter related thereto of even date herewith from BMO Capital Markets Corp. and any related exhibits, schedules, annexes, supplements, term sheets and other agreements (which such fee letter may be redacted so long as no redaction covers terms that would adversely affect the lenders party thereto (the “Committed Lenders”) and the arrangers party theretoaggregate amount, dated as conditionality, availability or termination of the date hereofdebt financing contemplated therein)), addressed which provide such lenders’ respective commitments to provide Parent with bank debt financing in connection with the transactions contemplated hereby in the amount set forth therein (including all annexes, exhibits, schedules and other attachments thereto, and as replaced, amended, supplemented, modified or waived after the date hereof in compliance with Section 6.09collectively, the “Commitment Letter” and the financing contemplated therebyLetters”) (such debt financing, the “Financing”). The Commitment Letter is in full force and effect and is a valid and binding obligation of Parent and any of its affiliates party thereto and, pursuant to which the Committed Lenders have committed, on the terms and subject to the conditions set forth thereinknowledge of Parent, the other parties thereto and enforceable against Parent and any of its affiliates party thereto and, to lend the amounts set forth therein for knowledge of Parent, the purpose of funding other parties thereto in accordance with their terms, except insofar as such enforceability may be limited by the TransactionsEnforceability Exceptions. As of the date hereof, the Commitment Letter has been accepted by Parent, is in full force and effect and has not been withdrawn or terminated or otherwise amended or modified in any respect; provided that modified, and the existence or exercise of “market flex” provisions commitments contained in the Fee Commitment Letter (as defined below) shall have not constitute an amendment been withdrawn, rescinded or modification to the Commitment Letter. As of the date hereof, the Commitment Letter, in the form so delivered, is a legal, valid and binding obligation of Parent and, to the Knowledge of Parent, the other parties thereto, and is enforceable against each party thereto in accordance with its terms, in each case except as limited by Laws affecting the enforcement of creditors’ rights generally or by general equitable principlesotherwise modified. As of the date hereof, there are no other legally binding agreements, side letters or other arrangements relating to the Financing (other than Commitment Letter that would reasonably be expected to affect the Commitment Letter, availability of the fee letter and fee credit letter relating to the Commitment Letter, true and complete copies of which have been provided to the Company, with only the existence and/or amount of fees, fee credits, “market flex” terms, pricing terms, pricing caps and other commercially sensitive information specified therein redacted, none of which redacted terms, individually or funding in the aggregate, would reduce the amount full of the Financing below an amount necessary to make all payments required by this Agreement or adversely affect at the conditionality, availability or termination of the Financing or materially delay or prevent the Closing or make the funding of the Financing less likely to occur (“Permissible Redacted Terms”) (such letters, the “Fee Letter”)) among the parties theretoClosing. As of the date hereofof this Agreement, Parent has fully paid, or caused to be fully paid, any and (all commitment fees or other fees that have been incurred and are due and required to be paid in connection with the case Commitment Letter on or prior to the date of clause (ii) below) assuming the accuracy this Agreement. As of the representations set forth in Article IIIdate of this Agreement, no event has occurred, and there is no condition or circumstance existing, occurred which, with or without notice, lapse of time or both, would or would reasonably be likely expected to (i) constitute a material default or breach on the part of Parent, Merger Sub or, to the Knowledge Parent under any term or condition of Parent, any other party thereto, under the Commitment Letter Letter, or (ii) otherwise result in any portion of the Financing being unavailable on the Closing Datecontemplated thereby to be unavailable. As of the date hereof, there There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing (including any “market flex” provisions)Financing, other than as expressly set forth in the Commitment Letter and in the Fee Letterform so delivered to the Company. Parent and Merger Sub have fully paidThe aggregate proceeds of the Financing, or caused to be fully paid, any and all commitment fees together with the cash or other amounts sources of immediately available funds that are due and payable by Parent has or Merger Sub on or will have prior to the date of this Agreement pursuant to the Commitment Letter or otherwise Closing, are in connection with the Financing. As of the date hereof, no party to any Commitment Letter has any right to impose, and Parent and Merger Sub do not have an obligation to accept, (A) any condition precedent to the funding of the Financing other than as expressly set forth in or contemplated by the Commitment Letter and the Fee Letter or (B) any reduction to the aggregate amount available under the Commitment Letter at Closing (nor any term or condition that would have the effect of reducing the aggregate amount available under the Commitment Letter at Closing) to an amount that would be insufficient for Parent and Merger Sub sufficient to enable it to consummate the Transactions, including payment of the Required Amount. As of the date hereof, and assuming the accuracy of the representations set forth in Article III, each of Parent and Merger Sub, as applicable, has no reason to believe that it will be unable to satisfy on a timely basis (taking into account the timing of the Marketing Period) any of the terms or conditions to funding to be satisfied by it contained in the Commitment Letter. (b) Assuming the Financing is funded in full on the Closing Date in accordance with the Commitment Letters, the accuracy of the representations set forth in Article III and the performance by the Company and its Affiliates of their respective obligations under this Agreement, including the obligations set forth in Section 6.09, Section 6.11 and Section 6.12, Parent and Merger Sub will have, at the Closing, sufficient funds to satisfy all of the obligations of Parent and Merger Sub hereunder other transactions contemplated hereby and to consummate the Transactions, including payment of the aggregate Merger Consideration, the Option Payments, the RSU Payments and all pay any related fees and expenses under this Agreement, the Commitment Letter and the Fee Letter, in each case, that are due and payable on the Closing Date (collectively, the “Required Amount”)expenses. (c) In no event shall the receipt or availability of any funds or financing (including the Financing) by Parent or any of its Affiliates or any other financing or other transactions be a condition to any of Parent’s or Merger Sub’s obligations under this Agreement.

Financing. (a) Concurrently with the execution and delivery of this Agreement, Parent has delivered provided to the Company a debt true and complete copies of (i) the fully executed commitment letter from the lenders party thereto (the “Committed Lenders”) and the arrangers party theretoletter, dated as of the date hereofJuly 7, addressed to 2009, between Parent and each of ▇▇▇▇▇ Fargo Foothill LLC and Capital Source Bank (including all annexes, exhibits, schedules and other attachments thereto, and as replaced, amended, supplemented, modified or waived after the date hereof in compliance with Section 6.09, the “Commitment Letter” and the financing contemplated thereby, the “FinancingDebt Financing Commitments”), pursuant to which each of ▇▇▇▇▇ Fargo Foothill LLC and Capital Source Bank has agreed to lend the Committed Lenders have committed, amounts set forth therein on the terms and subject to the conditions set forth therein, to lend therein (the amounts set forth therein “Debt Financing”) for the purpose of funding the Transactionstransactions contemplated by this Agreement, and (ii) (A) the fully executed equity commitment letter, dated as of the date hereof, between Parent and STG III, L.P. and STG III-A, L.P. (the “STG Equity Commitment”) and (B) the fully executed equity and debt commitment letter between Parent and ▇▇▇▇▇▇▇ Associates, L.P. and ▇▇▇▇▇▇▇ International, L.P. (the “▇▇▇▇▇▇▇ Equity Commitment” and, together with the STG Equity Commitment, the “Equity Financing Commitments” and together with the Debt Financing Commitments, the “Financing Commitments”), pursuant to which each of ▇▇▇ ▇▇▇, ▇.▇., ▇▇▇ ▇▇▇-▇, L.P., ▇▇▇▇▇▇▇ Associates, L.P. and ▇▇▇▇▇▇▇ International, L.P. has committed to invest the amount set forth therein on the terms and subject to the conditions set forth therein (the “Equity Financing” and together with the Debt Financing, the “Financing”). As of the date hereof, none of the Commitment Letter Financing Commitments has been accepted by Parentamended or modified, is and the respective commitments contained in the Financing Commitments have not been withdrawn or rescinded in any respect. The Financing Commitments are in full force and effect and has not been withdrawn or terminated or otherwise amended or modified in any respect; provided that constitute the existence or exercise of “market flex” provisions contained in the Fee Letter (as defined below) shall not constitute an amendment or modification to the Commitment Letter. As of the date hereof, the Commitment Letter, in the form so delivered, is a legal, valid and binding obligation obligations of Parent and, to the Knowledge of Parent, the other parties thereto, and is enforceable against each party thereto in accordance with its terms, in each case except as limited by Laws affecting the enforcement of creditors’ rights generally or by general equitable principles. As of the date hereof, there are no other legally binding agreements, side letters or arrangements relating to the Financing (other than the Commitment Letter, the fee letter and fee credit letter relating to the Commitment Letter, true and complete copies of which have been provided to the Company, with only the existence and/or amount of fees, fee credits, “market flex” terms, pricing terms, pricing caps and other commercially sensitive information specified therein redacted, none of which redacted terms, individually or in the aggregate, would reduce the amount of the Financing below an amount necessary to make all payments required by this Agreement or adversely affect the conditionality, availability or termination of the Financing or materially delay or prevent the Closing or make the funding of the Financing less likely to occur (“Permissible Redacted Terms”) (such letters, the “Fee Letter”)) among the parties thereto. As of the date hereof, and (in the case of clause (ii) below) assuming the accuracy of the representations set forth in Article III, no event has occurred, and there is no condition or circumstance existing, which, with or without notice, lapse of time or both, would or would reasonably be likely to (i) constitute a default or breach on the part of Parent, Merger Sub orSubsidiary and the other parties thereto (except as such enforceability may be limited by applicable bankruptcy, to reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the Knowledge enforcement of, creditors’ rights and remedies or by other equitable principles of Parent, any other party thereto, under the Commitment Letter general application (regardless of whether such enforceability is considered in a proceeding in equity or (ii) result in any portion of the Financing being unavailable on the Closing Dateat law)). As of the date hereof, there There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing (including any “market flex” provisions)Financing, other than as expressly set forth in the Commitment Letter and the Fee Letter. Parent and Merger Sub have fully paid, or caused to be fully paid, any and all commitment fees or other amounts that are due and payable by Parent or Merger Sub on or prior to the date of this Agreement pursuant to the Commitment Letter or otherwise in connection with the Financing. As of the date hereof, no party to any Commitment Letter has any right to imposeFinancing Commitments, and Parent and Merger Sub do not have an obligation to accept, (A) any condition precedent to the funding of the Financing other than as expressly set forth in or contemplated by the Commitment Letter and the Fee Letter or (B) any reduction to the aggregate amount available under the Commitment Letter at Closing (nor any term or condition that would have the effect of reducing the aggregate amount available under the Commitment Letter at Closing) to an amount that would be insufficient for Parent and Merger Sub to consummate the Transactions, including payment of the Required Amount. As of the date hereof, and assuming the accuracy of the representations set forth in Article III, each of Parent and Merger Sub, as applicable, has no reason to believe that it will not be unable able to satisfy on a timely basis (taking into account the timing any term or condition of closing of the Marketing Period) any of the terms or conditions to funding Financing that is required to be satisfied by it contained in as a condition to the Commitment Letter. (b) Assuming Financing, or that the Financing is funded in full will not be made available to Parent on the Closing Date (assuming in accordance each case compliance by the Company with its covenants hereunder and the Commitment Letters, the continuing accuracy of the Company’s representations set forth in Article III and warranties hereunder). Subject to the performance by terms and conditions of the Financing Commitments, the aggregate proceeds of the Financings together with the Company and its Affiliates of their respective obligations under this Agreement, including the obligations set forth in Section 6.09, Section 6.11 and Section 6.12, Parent and Merger Sub will have, at the Closing, Cash Deposit is an amount sufficient funds to satisfy all of the obligations of Parent and Merger Sub hereunder and to consummate the Transactions, including payment of Merger upon the aggregate Merger Consideration, the Option Payments, the RSU Payments terms contemplated by this Agreement and pay all related fees and expenses under this Agreement, the Commitment Letter and the Fee Letter, in each case, that are due and payable on the Closing Date (collectively, the “Required Amount”). (c) In no event shall the receipt or availability of any funds or financing (including the Financing) by Parent or any of its Affiliates or any other financing or other transactions be a condition to any of Parent’s or , Merger Sub’s obligations under Subsidiary and their respective Representatives pursuant to this Agreement.

Financing. (a) Concurrently Assuming that the Financing is funded in accordance with the execution Commitment Letter, the proceeds contemplated to be provided by the Debt Letters, together with cash on hand, cash equivalents, available lines of credit or other sources of immediately available funds held by Parent and delivery Merger Sub, will be sufficient to (a) pay the aggregate Offer Price and the aggregate Per Share Merger Consideration, (b) satisfy all of their other obligations under this Agreement and (c) pay all fees and expenses required to be paid by Parent and Merger Sub in connection with the transactions contemplated by this Agreement, . (b) Parent has delivered and Merger Sub have provided to the Company a debt true and complete copies of (i) an executed commitment letter from (as amended, modified, supplemented, replaced or restated in accordance with the lenders party thereto terms hereof, the “Commitment Letter”), dated as of November 22, 2015, between Parent and/or Merger Sub and the Financing Sources set forth in the Commitment Letter and (ii) an executed fee letter (as amended, modified, supplemented, replaced or restated in accordance with the terms hereof and as redacted to remove the fee amounts, pricing caps, the rates and amounts included in the “market flex” and other economic terms, the “Redacted Fee Letter”), dated as of November 22, 2015, between Parent and/or Merger Sub and the Financing Sources set forth in the Redacted Fee Letter, in each case, including all exhibits, schedules, annexes and amendments to such letters in effect as of the date of this Agreement (collectively, the “Debt Letters”), pursuant to which, and subject to the terms and conditions thereof, the Financing Sources have committed to provide Parent and/or Merger Sub with debt financing (the “Committed LendersFinancing”) and ). The Commitment Letter has not been amended or modified in any manner on or prior to the arrangers party theretodate of this Agreement and, dated as of the date hereof, addressed to Parent the knowledge of Parent, no such amendment or modification is contemplated (including all annexesexcept to implement or exercise the "flex" provisions contained in one or more fee letters related to the Financing and to add additional lenders, exhibitslead arrangers, schedules and other attachments theretobookrunners, and agents or similar entities who had not executed the Commitment Letter as replaced, amended, supplemented, modified or waived after of the date hereof in compliance with Section 6.09, the “hereof). The Commitment Letter” and , including the financing contemplated therebycommitments contained therein, the “Financing”)has not been terminated, pursuant to which the Committed Lenders have committedreduced, withdrawn or rescinded in any respect on the terms and subject or prior to the conditions set forth thereindate of this Agreement and, to lend the amounts set forth therein for the purpose of funding the Transactions. As as of the date hereof, to the knowledge of Parent, no such termination, reduction, withdrawal or rescission is contemplated. Parent has paid or cause to be paid in full any and all commitment fees or other fees and amounts in connection with the Commitment Letter has been accepted by Parent, that are payable on or prior to the date of this Agreement; and the Commitment Letter is in full force and effect and has not been withdrawn is the valid, binding and enforceable obligation of Parent and, to the knowledge of Parent, as of the date hereof the other parties thereto, except that (i) such enforcement may be subject to the Bankruptcy and Equity Exceptions and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. There are no conditions precedent related to the funding of the full amount (or terminated or otherwise amended or modified any portion) of the Financing, other than as expressly set forth in any respect; provided that the existence or exercise of “market flex” provisions contained in the Fee Letter (as defined below) shall not constitute an amendment or modification to the Commitment Letter. As of the date hereof, there are no side letters or other agreements, contracts or arrangements of any kind relating to the Commitment Letter, Letter to which Parent or any of its Subsidiaries is a party that could impose conditions to the funding of the Financing contemplated by the Commitment Letter other than as expressly set forth in the form so delivered, is a legal, valid and binding obligation of Parent and, Commitment Letter delivered to the Knowledge Company prior to the execution of Parent, the other parties thereto, and is enforceable against each party thereto in accordance with its terms, in each case except as limited by Laws affecting the enforcement of creditors’ rights generally or by general equitable principlesthis Agreement. As of the date hereof, there are no other legally binding agreements, side letters or arrangements relating to the Financing (other than the Commitment Letter, the fee letter and fee credit letter relating to the Commitment Letter, true and complete copies of which have been provided to the Company, with only the existence and/or amount of fees, fee credits, “market flex” terms, pricing terms, pricing caps and other commercially sensitive information specified therein redacted, none of which redacted terms, individually or in the aggregate, would reduce the amount of the Financing below an amount necessary to make all payments required by this Agreement or adversely affect the conditionality, availability or termination of the Financing or materially delay or prevent the Closing or make the funding of the Financing less likely to occur (“Permissible Redacted Terms”) (such letters, the “Fee Letter”)) among the parties thereto. As of the date hereof, and (in the case of clause (ii) below) assuming the accuracy of the representations set forth in Article IIIAgreement, no event has occurred, and there is no condition or circumstance existing, which, occurred which (with or without notice, lapse of time or both, ) would or would reasonably be likely expected to (i) constitute a default or breach on the part of Parent, Merger Sub by Parent or, to the Knowledge knowledge of Parent, any other party thereto, under the terms and conditions of the Commitment Letter or (ii) result in and Parent does not have any portion reason to believe that any of the conditions to the Financing being unavailable will not be satisfied by Parent on a timely basis or that the Closing DateFinancing will not be available to Parent at the Acceptance Time and the Effective Time. (c) Each of Parent and Merger Sub expressly acknowledges and agrees that its obligation to consummate the transactions contemplated by this Agreement is not subject to any condition or contingency with respect to any financing or funding by any third party. As of the date hereofEffective Time, there are no conditions precedent or other contingencies related after giving effect to the funding consummation of the full amount transactions contemplated by this Agreement (including the Financing and the payment of any amounts required to be paid pursuant to Article II, the repayment, redemption, discharge or refinancing of any indebtedness of the Financing (including any “market flex” provisions)Company, other than as expressly set forth in the Commitment Letter Parent or Merger Sub and the Fee Letter. payment of all fees and expenses required to be paid by Parent and Merger Sub have fully paid, or caused to be fully paid, any and all commitment fees or other amounts that are due and payable by Parent or Merger Sub on or prior to the date of this Agreement pursuant to the Commitment Letter or otherwise in connection with the Financing. As of the date hereof, no party to any Commitment Letter has any right to impose, and Parent and Merger Sub do not have an obligation to accept, (A) any condition precedent to the funding of the Financing other than as expressly set forth in or transactions contemplated by the Commitment Letter and the Fee Letter or (B) any reduction to the aggregate amount available under the Commitment Letter at Closing (nor any term or condition that would have the effect of reducing the aggregate amount available under the Commitment Letter at Closing) to an amount that would be insufficient for Parent and Merger Sub to consummate the Transactions, including payment of the Required Amount. As of the date hereof, and assuming the accuracy of the representations set forth in Article III, each of Parent and Merger Sub, as applicable, has no reason to believe that it will be unable to satisfy on a timely basis (taking into account the timing of the Marketing Period) any of the terms or conditions to funding to be satisfied by it contained in the Commitment Letter. (b) Assuming the Financing is funded in full on the Closing Date in accordance with the Commitment Letters, the accuracy of the representations set forth in Article III and the performance by the Company and its Affiliates of their respective obligations under this Agreement, including the obligations set forth in Section 6.09, Section 6.11 and Section 6.12Financing), Parent shall be solvent and Merger Sub will have, at the Closing, sufficient funds able to satisfy all of the obligations of Parent and Merger Sub hereunder and to consummate the Transactions, including payment of the aggregate Merger Consideration, the Option Payments, the RSU Payments and all related fees and expenses under this Agreement, the Commitment Letter and the Fee Letter, in each case, that are due and payable on the Closing Date (collectively, the “Required Amount”)pay its debts as they come due. (c) In no event shall the receipt or availability of any funds or financing (including the Financing) by Parent or any of its Affiliates or any other financing or other transactions be a condition to any of Parent’s or Merger Sub’s obligations under this Agreement.

Financing. (a) Concurrently with the execution Attached hereto as Exhibit 5.4 is an agreement between Purchaser and delivery Eurocom pursuant to which Eurocom irrevocably grants Purchaser an irrevocable call option to require Eurocom to provide Purchaser a loan of this Agreement, Parent has delivered up to the Company a debt commitment letter lesser of (i) NIS1.2B, or (ii) the difference between (x) the Purchase Price and (y) the sum of the Cash holdings of the Purchaser and any committed financing available to the Purchaser for the transaction contemplated hereby (the "Eurocom Option"). Such option may be exercised by Purchaser, at no cost, at any time after 120 days from the lenders party thereto date hereof (the “Committed Lenders”) "120th Day"), upon submission of a written notice to Eurocom. The underlying loan shall bear interest at a risk-free or lower rate, and the arrangers party theretoshall be subordinated in all respects to committed financing referenced above. The Eurocom Option includes a representation in which Eurocom shall represent and warrant therein that it has, dated as of the date hereof, addressed the financial ability to Parent (including all annexes, exhibits, schedules and other attachments thereto, and as replaced, amended, supplemented, modified or waived after provide the date hereof in compliance with Section 6.09, the “Commitment Letter” and the financing contemplated thereby, the “Financing”), pursuant to which the Committed Lenders have committed, on the terms and subject to the conditions set forth therein, to lend the amounts set forth therein for the purpose of funding the Transactions. As of the date hereof, the Commitment Letter has been accepted by Parent, is in full force and effect and has not been withdrawn or terminated or otherwise amended or modified in any respect; provided that the existence or exercise of “market flex” provisions contained in the Fee Letter (as defined below) shall not constitute an amendment or modification to the Commitment Letter. As of the date hereof, the Commitment Letter, in the form so delivered, is a legal, valid and binding obligation of Parent and, to the Knowledge of Parent, the other parties thereto, and is enforceable against each party thereto in accordance with its terms, in each case except as limited by Laws affecting the enforcement of creditors’ rights generally or by general equitable principles. As of the date hereof, there are no other legally binding agreements, side letters or arrangements relating to the Financing (other than the Commitment Letter, the fee letter and fee credit letter relating to the Commitment Letter, true and complete copies of which have been provided to the Company, with only the existence and/or amount of fees, fee credits, “market flex” terms, pricing terms, pricing caps and other commercially sensitive information specified therein redacted, none of which redacted terms, individually or in the aggregate, would reduce the amount of the Financing below an amount necessary to make all payments required by this Agreement or adversely affect the conditionality, availability or termination of the Financing or materially delay or prevent the Closing or make the funding of the Financing less likely to occur (“Permissible Redacted Terms”) (such letters, the “Fee Letter”)) among the parties thereto. As of the date hereof, and (in the case of clause (ii) below) assuming the accuracy of the representations set forth in Article III, no event has occurred, and there is no condition or circumstance existing, which, with or without notice, lapse of time or both, would or would reasonably be likely to (i) constitute a default or breach on the part of Parent, Merger Sub or, to the Knowledge of Parent, any other party thereto, funds under the Commitment Letter or (ii) result in any portion Eurocom Option and further covenants and undertakes to maintain such level of the Financing being unavailable on the Closing Date. As of the date hereof, there are no conditions precedent or other contingencies related to the funding of the full amount of the Financing (including any “market flex” provisions), other than as expressly set forth in the Commitment Letter and the Fee Letter. Parent and Merger Sub have fully paid, or caused to be fully paid, any and all commitment fees or other amounts that are due and payable by Parent or Merger Sub on or prior to the date of this Agreement pursuant to the Commitment Letter or otherwise in connection with the Financing. As of the date hereof, no party to any Commitment Letter has any right to impose, and Parent and Merger Sub do not have an obligation to accept, (A) any condition precedent to the funding of the Financing other than as expressly set forth in or contemplated by the Commitment Letter and the Fee Letter or (B) any reduction to the aggregate amount available under the Commitment Letter at Closing (nor any term or condition that would have the effect of reducing the aggregate amount available under the Commitment Letter at Closing) to an amount that would be insufficient for Parent and Merger Sub to consummate the Transactions, including payment of the Required Amount. As of the date hereof, and assuming the accuracy of the representations set forth in Article III, each of Parent and Merger Sub, as applicable, has no reason to believe that it will be unable to satisfy on a timely basis (taking into account the timing of the Marketing Period) any of the terms or conditions to funding to be satisfied by it contained in the Commitment Letterfinancial ability. (b) Assuming the Financing is funded Purchaser shall take all means required in full order to comply in all respects on the Closing Date in accordance a timely basis with the Commitment Letters, the accuracy all of the representations undertakings of the Purchaser and the terms and conditions set forth in Article III and sub-Sections 6.1(c)(i) through 6.1(c)(v) below. No later than on the performance date of each of the Milestones, Purchaser shall submit to the Seller a certificate issued by the Company and its Affiliates of their Purchaser confirming that the respective obligations under this Agreement, including the obligations set forth in Section 6.09, Section 6.11 and Section 6.12, Parent and Merger Sub will have, conditions which are required to be fulfilled at the Closing, sufficient funds to satisfy all of the obligations of Parent and Merger Sub hereunder and to consummate the Transactions, including payment of the aggregate Merger Consideration, the Option Payments, the RSU Payments and all related fees and expenses under this Agreement, the Commitment Letter and the Fee Letter, respective Milestones are timely fulfilled in each case, that are due and payable on the Closing Date (collectively, the “Required Amount”)their entirety. (c) In no the event shall that Purchaser is, for any reason whatsoever, unable, at any time after the receipt or availability of any funds or financing (including the Financing) by Parent or 120th Day, to timely comply with any of its Affiliates or any other financing or other transactions be a condition the terms and conditions set forth in sub-Sections 6.1(c)(i) through 6.1(c)(v) below, it hereby undertakes to any of Parent’s or Merger Sub’s obligations under this Agreementimmediately exercise the Eurocom Option in such manner which shall allow it to fully comply with said provisions and achieve the pertinent Milestone.

Financing. (a) Concurrently with the execution and delivery of this Agreement, Parent has delivered to the Company a debt true, correct and complete copies, as of the date of this Agreement, of (i) executed commitment letter from the lenders party thereto letters (the “Committed LendersEquity Funding Letters”) from Silver Lake Partners III, L.P. and TPG Partners V, L.P. (each, an “Equity Provider”, and collectively the arrangers party thereto“Equity Provider Group”) to provide, subject to the terms and conditions therein, equity financing in the aggregate amount set forth therein (being collectively referred to as the “Equity Financing”), and (ii) executed commitment letters and redacted forms of fee letters, dated as of the date hereofof this Agreement, addressed to Parent from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., Citigroup Global Markets Inc., JPMorgan Securities Inc. and JPMorgan Chase Bank, N.A. (including all annexesthe “Debt Commitment Letters” and, exhibits, schedules and other attachments thereto, and as replaced, amended, supplemented, modified or waived after together with the date hereof in compliance with Section 6.09Equity Funding Letters, the “Commitment Letter” Financing Letters”) to provide, subject to the terms and conditions therein, debt financing in an aggregate amount set forth therein (being collectively referred to as the financing contemplated thereby“Debt Financing”, and together with the Equity Financing collectively referred to as the “Financing”), pursuant to which the Committed Lenders have committed, on the terms and subject to the conditions set forth therein, to lend the amounts set forth therein for the purpose of funding the Transactions. As of the date hereof, none of the Equity Funding Letters or Debt Commitment Letter Letters has been accepted by Parentamended or modified, no such amendment or modification is contemplated, and the respective commitments contained in full force and effect and has such letters have not been withdrawn or terminated or otherwise amended or modified rescinded in any respect; provided . Parent or Merger Sub has fully paid any and all commitment fees or other fees in connection with the Equity Funding Letters and the Debt Commitment Letters that the existence are payable on or exercise of “market flex” provisions contained in the Fee Letter (as defined below) shall not constitute an amendment or modification prior to the Commitment Letter. As date hereof and, as of the date hereof, the Equity Funding Letters and the Debt Commitment LetterLetters (or, in if applicable, any alternative debt commitment letters entered into pursuant to Section 5.5(a)) are the form so deliveredvalid, is a legal, valid binding and binding obligation enforceable obligations of Parent andand Merger Sub, and to the Knowledge of Parent, the other parties thereto, and is enforceable against each party thereto in accordance with its terms, in each case except as limited by Laws affecting the enforcement of creditors’ rights generally or by general equitable principles. As of the date hereof, there are no other legally binding agreements, side letters or arrangements relating to Assuming the Financing (other than the Commitment Letter, the fee letter is funded and fee credit letter relating to the Commitment Letter, true and complete copies of which have been provided to the Company, with only the existence and/or amount of fees, fee credits, “market flex” terms, pricing terms, pricing caps and other commercially sensitive information specified therein redacted, none of which redacted terms, individually or in the aggregate, would reduce the amount of the Financing below an amount necessary to make all payments required by this Agreement or adversely affect the conditionality, availability or termination of the Financing or materially delay or prevent the Closing or make the funding of the Financing less likely to occur (“Permissible Redacted Terms”) (such letters, the “Fee Letter”)) among the parties thereto. As of the date hereof, and (in the case of clause (ii) below) assuming the accuracy of the representations and warranties set forth in Article III3 and performance by the Company of its obligations under Section 5.2, the net proceeds contemplated by the Equity Funding Letters and Debt Commitment Letters will, together with Company cash, in the aggregate be sufficient for Merger Sub and the Surviving Corporation to pay the aggregate Merger Consideration, Option Consideration and RSU Consideration (and any other repayment or refinancing of debt contemplated by this Agreement or the Equity Funding Letters or the Debt Commitment Letters) and any other amounts required to be paid in connection with the consummation of the Transactions and to pay all related fees and expenses. As of the date of this Agreement, no event has occurred, and there is no condition or circumstance existing, occurred which, with or without notice, lapse of time or both, would or would reasonably be likely to (i) constitute a default or breach on the part of Parent, Parent or Merger Sub or, to the Knowledge of Parent, any other party thereto, under the Equity Funding Letters or the Debt Commitment Letter or (ii) result in Letters; provided that Parent is not making any portion representation regarding the effect of the Financing being unavailable on inaccuracy of the Closing Daterepresentations and warranties in Article 3. As of the date hereofof this Agreement, there are no Parent does not have any reason to believe that any of the conditions precedent or other contingencies related to the funding of the full amount of Financing will not be satisfied or that the Financing (including any “market flex” provisions), other than as expressly set forth in the Commitment Letter and the Fee Letter. Parent and Merger Sub have fully paid, or caused will not be available to be fully paid, any and all commitment fees or other amounts that are due and payable by Parent or Merger Sub on or prior to the date of this Agreement pursuant to the Commitment Letter or otherwise in connection with Closing; provided that Parent is not making any representation regarding the Financing. As of the date hereof, no party to any Commitment Letter has any right to impose, and Parent and Merger Sub do not have an obligation to accept, (A) any condition precedent to the funding of the Financing other than as expressly set forth in or contemplated by the Commitment Letter and the Fee Letter or (B) any reduction to the aggregate amount available under the Commitment Letter at Closing (nor any term or condition that would have the effect of reducing the aggregate amount available under the Commitment Letter at Closing) to an amount that would be insufficient for Parent and Merger Sub to consummate the Transactions, including payment of the Required Amount. As of the date hereof, and assuming the accuracy inaccuracy of the representations and warranties set forth in Article III3, each of Parent and Merger Sub, as applicable, has no reason to believe that it will be unable to satisfy on a timely basis (taking into account or the timing failure of the Marketing Period) any Company to perform its obligations hereunder. The Financing Letters contain all of the conditions precedent to the obligations of the parties thereunder to make Financing available to Parent on the terms or conditions to funding to be satisfied by it contained in the Commitment Lettertherein. (b) Assuming Neither Parent, Merger Sub nor any member of the Financing is funded Equity Provider Group has (i) retained any financial advisor on an exclusive basis other than Affiliates of any member of the Equity Provider Group or (ii) entered into an agreement, arrangement or understanding with any bank or investment bank or other potential provider of debt or equity financing on an exclusive basis (or otherwise on terms that could reasonably be expected to prevent (or otherwise hinder) such provider from providing or seeking to provide such financing to any third party in full on connection with a transaction relating to the Closing Date Company or its Subsidiaries (including in accordance connection with the Commitment Lettersmaking of any Takeover Proposal)), in the accuracy case of clauses (i) and (ii), in connection with the Merger or the other Transactions, except, in the case of clause (ii), for such actions taken after the No-Shop Period Start Date to the extent permitted pursuant to the second sentence of Section 5.5(c). Neither Parent, Merger Sub nor any member of the Equity Provider Group has caused or induced any Person to take any action that, if taken by Parent, Merger Sub or any member of the Equity Provider Group, would be a breach of, or would cause to be untrue, any of the representations set forth in Article III and the performance by the Company and its Affiliates of their respective obligations under this Agreement, including the obligations set forth in Section 6.09, Section 6.11 and Section 6.12, Parent and Merger Sub will have, at the Closing, sufficient funds to satisfy all of the obligations of Parent and Merger Sub hereunder and to consummate the Transactions, including payment of the aggregate Merger Consideration, the Option Payments, the RSU Payments and all related fees and expenses under this Agreement, the Commitment Letter and the Fee Letter, in each case, that are due and payable on the Closing Date (collectively, the “Required Amount”4.5(b). (c) In no event shall the receipt or availability of any funds or financing (including the Financing) by Parent or any of its Affiliates or any other financing or other transactions be a condition to any of Parent’s or Merger Sub’s obligations under this Agreement.

Financing. (a) Concurrently with the execution and delivery of this Agreement, Parent has delivered to the Company a debt true, correct and complete copies, as of the date of this Agreement, of (i) an executed commitment letter from the lenders party thereto (the “Committed LendersEquity Funding Letter”) from certain parties (the “Equity Providers”) to provide, subject to the terms and conditions therein, equity financing in the arrangers party theretoaggregate amount set forth therein (being collectively referred to as the “Equity Financing”), and (ii) an executed commitment letter and a redacted form of fee letter, dated as of the date hereofof this Agreement, addressed to Parent from the financial institutions identified therein (including all annexesthe “Debt Commitment Letter” and, exhibits, schedules and other attachments thereto, and as replaced, amended, supplemented, modified or waived after together with the date hereof in compliance with Section 6.09Equity Funding Letter, the “Commitment Letter” Financing Letters”) to provide, subject to the terms and conditions therein, debt financing in an aggregate amount set forth therein (being collectively referred to as the financing contemplated thereby“Debt Financing”, and together with the Equity Financing collectively referred to as the “Financing”), pursuant to which the Committed Lenders have committed, on the terms and subject to the conditions set forth therein, to lend the amounts set forth therein for the purpose of funding the Transactions. As of the date hereof, neither the Equity Funding Letter nor Debt Commitment Letter has been accepted by Parent, is amended or modified and the respective commitments contained in full force and effect and has such letters have not been withdrawn or terminated or otherwise amended or modified rescinded in any respect; provided . Parent or Merger Sub has fully paid any and all commitment fees or other fees in connection with the Equity Funding Letter and the Debt Commitment Letter that the existence are payable on or exercise of “market flex” provisions contained in the Fee Letter (as defined below) shall not constitute an amendment or modification prior to the Commitment Letter. As of the date hereof, . Assuming the Commitment Letter, in the form so delivered, Financing is a legal, valid and binding obligation of Parent and, to the Knowledge of Parent, the other parties thereto, and is enforceable against each party thereto funded in accordance with its terms, in each case except as limited by Laws affecting the enforcement of creditors’ rights generally or by general equitable principles. As of the date hereof, there are no other legally binding agreements, side letters or arrangements relating to the Financing (other than the Commitment Letter, the fee letter terms and fee credit letter relating to the Commitment Letter, true and complete copies of which have been provided to the Company, with only the existence and/or amount of fees, fee credits, “market flex” terms, pricing terms, pricing caps and other commercially sensitive information specified therein redacted, none of which redacted terms, individually or in the aggregate, would reduce the amount conditions of the Financing below an amount necessary to make all payments required by this Agreement or adversely affect the conditionality, availability or termination of the Financing or materially delay or prevent the Closing or make the funding of the Financing less likely to occur (“Permissible Redacted Terms”) (such letters, the “Fee Letter”)) among the parties thereto. As of the date hereof, Letters and (in the case of clause (ii) below) assuming the accuracy of the representations and warranties set forth in Article IIIIII and performance by the Company of its obligations under Section 5.1, the net proceeds contemplated by the Equity Funding Letter and Debt Commitment Letter will, together with the cash or cash equivalents available to the Company, in the aggregate be sufficient for Merger Sub and the Surviving Corporation to consummate the Transactions upon the terms and conditions contemplated by this Agreement. As of the date of this Agreement, no event has occurred, and there is no condition or circumstance existing, occurred which, with or without notice, lapse of time or both, would or would reasonably be likely to (i) constitute a default or breach on the part of Parent, Parent or Merger Sub or, to the Knowledge of Parent, any other party thereto, under the Commitment Equity Funding Letter or (ii) result in the Debt Commitment Letter; provided that Parent and Merger Sub are not making any portion representation regarding the effect of the Financing being unavailable on inaccuracy of the Closing Daterepresentations and warranties in Article III. As of the date hereof, there are no conditions precedent or other contingencies related to the funding of the full amount of the Financing (including any “market flex” provisions), other than as expressly set forth in the Commitment Letter and the Fee Letter. Parent and Merger Sub have fully paid, or caused to be fully paid, any and all commitment fees or other amounts that are due and payable by Parent or Merger Sub on or prior to the date of this Agreement pursuant to the Commitment Letter or otherwise in connection with the Financing. As of the date hereofAgreement, no party to any Commitment Letter has any right to impose, and Parent and Merger Sub do not have an obligation to accept, (A) any condition precedent to the funding of the Financing other than as expressly set forth in or contemplated by the Commitment Letter and the Fee Letter or (B) any reduction to the aggregate amount available under the Commitment Letter at Closing (nor any term or condition that would have the effect of reducing the aggregate amount available under the Commitment Letter at Closing) to an amount that would be insufficient for Parent and Merger Sub to consummate the Transactions, including payment of the Required Amount. As of the date hereof, and assuming the accuracy of the representations set forth in Article III, each of Parent and Merger Sub, as applicable, has no reason to believe that it will be unable to satisfy on a timely basis (taking into account the timing of the Marketing Period) any of the terms or conditions to funding to be satisfied by it contained in the Commitment Letter. (b) Assuming the Financing is funded in full on the Closing Date in accordance with the Commitment Letters, the accuracy of the representations warranties set forth in Article III and the performance by the Company and of its Affiliates of their respective obligations under this Agreement, including the obligations set forth in Section 6.09, Section 6.11 and Section 6.125.1, Parent and does not have any reason to believe that any of the conditions to the Financing will not be satisfied or that the Financing will not be available to Parent or Merger Sub will have, at on the date of the Closing, sufficient funds to satisfy . The Financing Letters contain all of the conditions precedent to the obligations of the parties thereunder to make Financing available to Parent and Merger Sub hereunder and to consummate the Transactions, including payment of the aggregate Merger Consideration, the Option Payments, the RSU Payments and all related fees and expenses under this Agreement, the Commitment Letter and the Fee Letter, in each case, that are due and payable on the Closing Date (collectively, the “Required Amount”)terms therein. (c) In no event shall the receipt or availability of any funds or financing (including the Financing) by Parent or any of its Affiliates or any other financing or other transactions be a condition to any of Parent’s or Merger Sub’s obligations under this Agreement.

Financing. (a) Concurrently with Parent has delivered to the Company (i) a correct and complete fully executed copy of the commitment letter, dated as of August 5, 2019, among Parent, Intermediate Holdco and Apollo Capital Management, L.P., including all exhibits, schedules and annexes to such letter in effect as of the date of this Agreement and (ii) a correct and complete fully executed copy of the fee letter referenced therein (together, the “Commitment Letter”) (it being understood that such fee letter has been redacted to remove the fee amounts, the rates and amounts included in the “market flex” and other economic terms that could not reasonably be expected to adversely affect the conditionality, enforceability, termination or aggregate principal amount of the Financing). Pursuant to, and subject to the terms and conditions of, the Commitment Letter, the commitment parties thereunder have committed to lend the amounts set forth therein (the provision of such funds as set forth therein, the “Financing”) for the purposes set forth in such Commitment Letter. The Commitment Letter has not been amended, restated or otherwise modified or waived prior to the execution and delivery of this Agreement, Parent has delivered to the Company a debt commitment letter from the lenders party thereto (the “Committed Lenders”) and the arrangers party theretorespective commitments contained in the Commitment Letter have not been withdrawn, dated as of the date hereof, addressed to Parent (including all annexes, exhibits, schedules and other attachments thereto, and as replacedrescinded, amended, supplemented, restated or otherwise modified or waived after the date hereof in compliance with Section 6.09, the “Commitment Letter” and the financing contemplated thereby, the “Financing”), pursuant to which the Committed Lenders have committed, on the terms and subject any respect prior to the conditions set forth therein, to lend the amounts set forth therein for the purpose execution and delivery of funding the Transactions. this Agreement. (b) As of the date hereofexecution and delivery of this Agreement, the Commitment Letter has been accepted by Parent, is in full force and effect and has not been withdrawn or terminated or otherwise amended or modified in any respect; provided that constitutes the existence or exercise of “market flex” provisions contained in the Fee Letter (as defined below) shall not constitute an amendment or modification to the Commitment Letter. As of the date hereof, the Commitment Letter, in the form so delivered, is a legal, valid and binding obligation obligations of each of Parent and Intermediate Holdco, as applicable, and, to the Knowledge of Parent, the other parties thereto, and is enforceable against each party thereto in accordance with its termstheir terms against Parent and Intermediate Holdco, in as applicable, and, to the Knowledge of Parent, each case except as limited by of the other parties thereto, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting the enforcement of creditors’ rights generally or by general equitable equity principles. As . (c) There are no conditions precedent related to the funding of the date hereofFinancing, there are no other legally binding agreements, side letters or arrangements relating than as expressly set forth in the Commitment Letter. Subject to the Financing (other than terms and conditions of the Commitment Letter, the fee letter and fee credit letter relating to the Commitment Letter, true and complete copies of which have been provided to the Company, with only the existence and/or amount of fees, fee credits, “market flex” terms, pricing terms, pricing caps and other commercially sensitive information specified therein redacted, none of which redacted terms, individually or in the aggregate, would reduce the amount of the Financing below an amount necessary to make all payments required by this Agreement or adversely affect the conditionality, availability or termination of the Financing or materially delay or prevent the Closing or make the funding of the Financing less likely to occur (“Permissible Redacted Terms”) (such letters, the “Fee Letter”)) among the parties thereto. As of the date hereof, and (in the case of clause (ii) below) assuming the accuracy of the Company’s representations set forth and warranties contained in Article IIIIII and compliance by the Company with its covenants contained in Article V and Section 7.11(c), in each case, in all material respects, the net proceeds of the Financing, together with cash on hand of Parent, will, in the aggregate, be sufficient for the payment of the Cash Consideration, any other amounts required to be paid pursuant to Article I, any Indebtedness of the Company (including the Company Credit Agreement) required to be repaid, redeemed, retired, cancelled, terminated or otherwise satisfied or discharged in connection with the Merger and any premiums and fees incurred in connection therewith, and any other fees and expenses reasonably expected to be incurred in connection with this Agreement, the Merger and the other transactions contemplated hereby. (d) As of the execution and delivery of this Agreement, (i) no event has occurred, and there is no condition or circumstance existing, which, with or without notice, lapse of time or both, occurred which would or would reasonably be likely expected to (iA) constitute a breach or default (or an event which with notice or lapse of time or both would constitute a breach or default) on the part of Parent, Merger Sub Intermediate Holdco or, to the Knowledge of Parent, any other applicable party thereto, under to the Commitment Letter or (iiB) result in a failure to satisfy any portion condition precedent under the Commitment Letter and (ii) Parent does not have any reason to believe that any of the Financing being unavailable on the Closing Date. As of the date hereof, there are no conditions precedent or other contingencies related to the funding of the full amount of the Financing will not be satisfied at or prior to the Closing Date or that the Financing or any other funds necessary for the satisfaction of all of Parent’s and the Parent Subsidiaries’ obligations under this Agreement will not be available to Parent at or prior to the Closing Date, in each of clauses (including any “market flex” provisionsi) and (ii), other than as expressly set forth assuming the accuracy of the Company’s representations and warranties contained in Article III and compliance by the Commitment Letter Company with its covenants contained in Article V and the Fee LetterSection 7.11(c), in each case, in all material respects. Parent and Merger Sub have has fully paid, paid or caused to be fully paid, any and paid all commitment fees or other amounts that are due and payable by Parent or Merger Sub fees to the extent required to be paid on or prior to the date of this Agreement pursuant to the Commitment Letter or otherwise in connection with the Financing. As of the date hereofof this Agreement, there are no party to any side letters, arrangements or other Contracts (in each case, other than the Commitment Letter has any right to impose, and Parent and Merger Sub do not have an obligation to accept, (ALetter) any condition precedent related to the funding of the Financing (other than as expressly set forth in or contemplated by the Commitment Letter and the Fee Letter or (B) any reduction those that have been disclosed to the aggregate amount available under the Commitment Letter at Closing (nor any term or condition that would have the effect of reducing the aggregate amount available under the Commitment Letter at Closing) Company prior to an amount that would be insufficient for Parent and Merger Sub to consummate the Transactions, including payment of the Required Amount. As of the date hereof, and assuming the accuracy of the representations set forth in Article III, each of Parent and Merger Sub, as applicable, has no reason to believe that it will be unable to satisfy on a timely basis (taking into account the timing of the Marketing Period) any of the terms or conditions to funding to be satisfied by it contained in the Commitment Letter. (b) Assuming the Financing is funded in full on the Closing Date in accordance with the Commitment Letters, the accuracy of the representations set forth in Article III and the performance by the Company and its Affiliates of their respective obligations under this Agreement, including the obligations set forth in Section 6.09, Section 6.11 and Section 6.12, Parent and Merger Sub will have, at the Closing, sufficient funds to satisfy all of the obligations of Parent and Merger Sub hereunder and to consummate the Transactions, including payment of the aggregate Merger Consideration, the Option Payments, the RSU Payments and all related fees and expenses under this Agreement, the Commitment Letter and the Fee Letter, in each case, that are due and payable on the Closing Date (collectively, the “Required Amount”). (ce) In no event shall the receipt or availability of any funds or financing (including including, without limitation, the Financing) by Parent or any of its Affiliates or any other financing or other transactions be a condition to any of Parent’s, Intermediate Holdco’s or Merger Sub’s obligations under this Agreementhereunder.