Common use of Purchasers Clause in Contracts

Purchasers. Xxxxxxx, Xxxxx & Co., on behalf of its Principal Strategies Group By: /s/ Name: Xxxxxx Xxxxxxxx Title: Managing Director Royal Bank of Canada by its agent RBC Capital Markets Corporation By: /s/ Name: Xxxxx Xxxxxxxx Title: Director and Senior Counsel By: /s/ Name: Xxxxx Xxxxxx Title: Managing Director Swank MLP Convergence Fund, LP By: /s/ Name: Xxxxx X. Xxxxx Title: Managing Partner The Xxxxxxx MLP Opportunity Fund I, LP By: /s/ Name: Xxxxx X. Xxxxx Title: Managing Partner ZLP Fund, L.P. By: Xxxxxx Xxxxx Partners, LLC, its general partner By: /s/ Name: Xxxxx X. Xxxxx Title: Managing Member Xxxxx Xxxxxxxx Energy Development Company By: /s/ Name: Xxxxx X. Xxxxx Title: Vice President Xxxxx Xxxxxxxx MLP Investment Company By: /s/ Name: Xxxxx X. Xxxxx Title: Vice President Xxxxx Xxxxxxxx Energy Total Return Fund, Inc. By: /s/ Name: Xxxxx X. Xxxxx Title: Vice President Xxxxxx Brothers Inc. By: /s/ Name: Xxxxxx X. Xxxxxxx Title: Managing Director Magnetar Capital Fund, LP By: Magnetar Financial LLC, its general partner By: /s/ Name: Xxxx X. Xxxxx Title: General Counsel Structured Finance Americas, LLC By: /s/ Name: Xxxxx Xxxxxxx Title: VP By: /s/ Name: Xxxx X. [Illegible] Title: VP LB I Group By: /s/ Name: Xxxx X. Xxxx Title: Managing Director Xxxxxx Brothers MLP Opportunity Fund L.P. By: Xxxxxx Brothers MLP Opportunity Associates L.P., its general partner By: Xxxxxx Brothers MLP Opportunity Associates L.L.C., its general partner By: /s/ Name: Xxxx Xxxxxx Title: Senior Vice President Cobalt Partners, LP By: Cobalt Management, LLC, its General Partner By: /s/ Name: Xxxxx Xxxxxxxxx Title: Managing Member Cobalt Partners II, LP By: Cobalt Management, LLC, its General Partner By: /s/ Name: Xxxxx Xxxxxxxxx Title: Managing Member Guggenheim Portfolio Company XI, LLC By: Cobalt Capital Management, its Investment Manager By: /s/ Name: Xxxxx Xxxxxxxxx Title: President Cobalt Capital SPV 1 LLC By: Cobalt Management, LLC, its General Partner By: /s/ Name: Xxxxx Xxxxxxxxx Title: Managing Member Credit Suisse Management LLC By: /s/ Name: Xxxxxx Xxxxxxx Title: Managing Director Sunlight Capital Partners, LLC By: /s/ Name: Xxxxxx Xxxxxxxxx Title: Vice President Omega Advisors, Inc.* By: /s/ Name: Xxxxx Xxxx Title: Chief Operating Officer * solely in its capacity as investment manager of the following entities and not in its individual corporate capacity: Omega Capital Partners, L.P. Omega Capital Investors, L.P. Omega SPV Partners, L.P. Omega Equity Investors, L.P. Beta Equities, Inc. GS&Co Profit Sharing Master Trust Presidential Life Corporation The Ministers and Missionaries Benefit Board of American Baptist Churches Xxxxxxx Capital Ltd. By: Citadel Limited Partnership, Portfolio Manger By: Citadel Investment Group, L.L.C., its General Partner By: /s/ Name: Xxxx Xxxxx Title: Director and Associate General Counsel Oz Offshore ATN Investors I, LLC By: OZ Overseas Fund, Ltd., its Sole Member By: OZ Management, L.L.C., its Investment Manager By: /s/ Name: Xxxx X. Xxxxx Title: Chief Financial Officer Oz Offshore ATN Investors II, LLC By: OZ Overseas Fund II, Ltd., its Sole Member By: OZ Management, L.L.c., its Investment Manager By: /s/ Name: Xxxx X. Xxxxx Title: Chief Financial Officer Oz Offshore ATN Investors III, LLC By: OZ Global Special Investments Intermediate Fund, L.P. its Sole Member By: OZ Advisors, LLC, its General Partner By: Och-Ziff Associates, LLC, its Managing Member By: /s/ Name: Xxxx X. Xxxxx Title: Chief Financial Officer Oz Global Special Investments, L.P. By: OZ Advisors, L.L.C., its General Partner By: Och-Ziff Associates, L.L.C., its Managing Member By: /s/ Name: Xxxx X. Xxxxx Title: Chief Financial Officer OZ Domestic Partners, L.P. By: OZ Advisors, L.L.C., its General Partner By: Och-Ziff Associates, L.L.C., its Managing Member By: /s/ Name: Xxxx X. Xxxxx Title: Chief Financial Officer Oz Domestic Partners II, L.P. By: OZ Advisors, L.L.C., its General Partner By: Och-Ziff Associates, L.L.C., its Managing Member By: /s/ Name: Xxxx X. Xxxxx Title: Chief Financial Officer GPC LVII, LLC By: OZ Management, L.L.C., its Investment Manager By: /s/ Name: Xxxx X. Xxxxx Title: Chief Financial Officer

Purchasers. XxxxxxxNEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3-2) By: NEW YORK LIFE INVESTMENT MANAGEMENT LLC, Xxxxx & Co., on behalf of its Principal Strategies Group Investment Manager By: /s/ Xxxxxxxx X. Xxxxxxxxx Name: Xxxxxx Xxxxxxxx X. Xxxxxxxxx Title: Managing Director Royal Bank of Canada by NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 30C) By: NEW YORK LIFE INVESTMENT MANAGEMENT LLC, its agent RBC Capital Markets Corporation Investment Manager By: /s/ Xxxxxxxx X. Xxxxxxxxx Name: Xxxxx Xxxxxxxx X. Xxxxxxxxx Title: Director and Senior Counsel NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 30E) By: NEW YORK LIFE INVESTMENT MANAGEMENT LLC, its Investment Manager By: /s/ Xxxxxxxx X. Xxxxxxxxx Name: Xxxxx Xxxxxx Xxxxxxxx X. Xxxxxxxxx Title: Managing Director Swank MLP Convergence Fund, LP PURCHASERS: LIFE INSURANCE COMPANY OF THE SOUTHWEST By: /s/ R. Xxxxx Xxxxxxx Name: R. Xxxxx X. Xxxxx Xxxxxxx Title: Managing Partner The Xxxxxxx MLP Opportunity Fund I, LP Senior Vice President Sentinel Asset Management PURCHASERS: COUNTRY LIFE INSURANCE COMPANY By: /s/ Name: Xxxxx Xxxx X. Xxxxx Title: Managing Partner ZLP Fund, L.P. By: Xxxxxx Xxxxx Partners, LLC, its general partner By: /s/ Name: Xxxxx X. Xxxxx Title: Managing Member Xxxxx Xxxxxxxx Energy Development Company By: /s/ Name: Xxxxx X. Xxxxx Title: Vice President Xxxxx Xxxxxxxx MLP Investment Company By: /s/ Name: Xxxxx X. Xxxxx Title: Vice President Xxxxx Xxxxxxxx Energy Total Return Fund, Inc. By: /s/ Name: Xxxxx X. Xxxxx Title: Vice President Xxxxxx Brothers Inc. By: /s/ Name: Xxxxxx X. Xxxxxxx Title: Managing Director Magnetar Capital Fund, LP By: Magnetar Financial LLC, its general partner By: /s/ Name: Xxxx X. Xxxxx Xxxxxx Title: General Counsel Structured Finance Americas, LLC Director – Fixed Income COUNTRY MUTUAL LIFE INSURANCE COMPANY By: /s/ Name: Xxxxx Xxxxxxx Title: VP By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. [Illegible] Xxxxxx Title: VP LB I Group Director – Fixed Income PURCHASERS: XXXXXXX NATIONAL LIFE INSURANCE COMPANY By: PPM AMERICA, INC., as attorney-in-fact By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxx Xxxxxxxxx Title: Sr. Managing Director Xxxxxx Brothers MLP Opportunity Fund L.P. ByPURCHASERS: Xxxxxx Brothers MLP Opportunity Associates L.P., its general partner By: Xxxxxx Brothers MLP Opportunity Associates L.L.C., its general partner THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Senior Vice President Cobalt Partners, LP PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY By: Cobalt ManagementPRUDENTIAL INVESTMENT MANAGEMENT, LLCINC., its General Partner as investment manager By: /s/ Xxxx Xxxxxx Name: Xxxxx Xxxxxxxxx Xxxx Xxxxxx Title: Managing Member Cobalt Partners II, LP Senior Vice President PURCHASERS: PIONEER MUTUAL LIFE INSURANCE COMPANY By: Cobalt Management, LLCAMERICAN UNITED LIFE INSURANCE COMPANY, its General Partner agent By: /s/ Name: Xxxx X. Xxxxx Xxxxxxxxx Title: Managing Member Guggenheim Portfolio Company XI, LLC By: Cobalt Capital Management, its Investment Manager By: /s/ Name: Xxxxx Xxxxxxxxx Title: President Cobalt Capital SPV 1 LLC By: Cobalt Management, LLC, its General Partner By: /s/ Name: Xxxxx Xxxxxxxxx Title: Managing Member Credit Suisse Management LLC By: /s/ Name: Xxxxxx Xxxxxxx Title: Managing Director Sunlight Capital Partners, LLC By: /s/ Name: Xxxxxx Xxxxxxxxx Title: Vice President Omega Advisors, Inc.* By: /s/ Name: Xxxxx Xxxx Title: Chief Operating Officer * solely in its capacity as investment manager of the following entities and not in its individual corporate capacity: Omega Capital Partners, L.P. Omega Capital Investors, L.P. Omega SPV Partners, L.P. Omega Equity Investors, L.P. Beta Equities, Inc. GS&Co Profit Sharing Master Trust Presidential Life Corporation The Ministers and Missionaries Benefit Board of American Baptist Churches Xxxxxxx Capital Ltd. By: Citadel Limited Partnership, Portfolio Manger By: Citadel Investment Group, L.L.C., its General Partner By: /s/ Name: Xxxx Xxxxx Title: Director and Associate General Counsel Oz Offshore ATN Investors I, LLC By: OZ Overseas Fund, Ltd., its Sole Member By: OZ Management, L.L.C., its Investment Manager By: /s/ Name: Xxxx X. Xxxxx Title: Chief Financial Officer Oz Offshore ATN Investors IIV.P., LLC Fixed Income Securities AMERICAN UNITED LIFE INSURANCE COMPANY By: OZ Overseas Fund II, Ltd.AMERICAN UNITED LIFE INSURANCE COMPANY, its Sole Member By: OZ Management, L.L.c., its Investment Manager agent By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Chief Financial Officer Oz Offshore ATN Investors IIIV.P., LLC Fixed Income Securities THE STATE LIFE INSURANCE COMPANY By: OZ Global Special Investments Intermediate Fund, L.P. its Sole Member By: OZ Advisors, LLCAMERICAN UNITED LIFE INSURANCE COMPANY, its General Partner By: Och-Ziff Associates, LLC, its Managing Member agent By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Chief Financial Officer Oz Global Special InvestmentsV.P., L.P. By: OZ Advisors, L.L.C., its General Partner By: Och-Ziff Associates, L.L.C., its Managing Member By: /s/ Name: Xxxx X. Xxxxx Title: Chief Financial Officer OZ Domestic Partners, L.P. By: OZ Advisors, L.L.C., its General Partner By: Och-Ziff Associates, L.L.C., its Managing Member By: /s/ Name: Xxxx X. Xxxxx Title: Chief Financial Officer Oz Domestic Partners II, L.P. By: OZ Advisors, L.L.C., its General Partner By: Och-Ziff Associates, L.L.C., its Managing Member By: /s/ Name: Xxxx X. Xxxxx Title: Chief Financial Officer GPC LVII, LLC By: OZ Management, L.L.C., its Investment Manager By: /s/ Name: Xxxx X. Xxxxx Title: Chief Financial OfficerFixed Income Securities

Purchasers. Xxxxxxx, Xxxxx & Co., on behalf of its Principal Strategies Group By: /s/ Name: Xxxxxx Xxxxxxxx Title: Managing Director Royal Bank of Canada by its agent RBC Capital Markets Corporation By: /s/ Name: Xxxxx Xxxxxxxx Title: Director and Senior Counsel By: /s/ Name: Xxxxx Xxxxxx Title: Managing Director Swank MLP Convergence Fund, LP By: /s/ Name: Xxxxx X. Xxxxx Title: Managing Partner The Xxxxxxx MLP Opportunity Fund Ascent Biomedical Ventures I, LP By: /s/ Name: Xxxxx X. Xxxxx Title: Managing Partner ZLP Fund, L.P. By: Xxxxxx Xxxxx PartnersABV, LLC, its general partner (Print Name of Purchaser) By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Director Address: 000 X. 00xx, Xxxxx 0X XX, XX 00000 PURCHASERS: Major Family Partners L.P. By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Signatory for Anterios PURCHASERS: Xxxxx X. Xxxxxxxx MD (Trust of) (Print Name of Purchaser) Name: Xxxxx X. Xxxxx Xxxxxxxx MD (print) Title: Managing Member PURCHASERS: BARCLAYS CAPITAL, INC. CUSTODIAN FOR Xxxxx Xxxxxxxx Energy Development Company X. Xxxxxx SEP XXX By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxx TitleXxxxxx PURCHASERS: Vice President Xxxxx Xxxxxxxx MLP Investment Company Barclays Capital, Inc., Custodian for Xxxxxxxxxx X. Xxxxxxx By: /s/ Xxxxxxxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxx Title: Vice President Xxxxx Xxxxxxxx Energy Total Return Fund, Inc. By: /s/ Name: Xxxxx X. Xxxxx Title: Vice President Xxxxxx Brothers Inc. By: /s/ Name: Xxxxxx Xxxxxxxxxx X. Xxxxxxx Title: Managing Director Magnetar Capital Fund, LP ByBeneficiary PURCHASERS: Magnetar Financial LLC, its general partner MPH Enterprises LLC By: /s/ Xxxxxx Xxxxx Name: Xxxx X. Xxxxxx Xxxxx Title: General Counsel Structured Finance AmericasPrincipal PURCHASERS: SA Capital Group, LLC By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Managing Member PURCHASERS: Xxxx Xxxxxxxxx and Xxxxxxx Xxxxxxxxx By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx PURCHASERS: Xxxxx Xxxxxxx By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx TitlePURCHASERS: VP Xxx Xxxxxxxx By: /s/ Xxx Xxxxxxxx Name: Xxxx X. [Illegible] TitleXxx Xxxxxxxx PURCHASERS: VP LB I Group Xxxxx Xxxxxx By: /s/ Xxxxx Xxxxxx Name: Xxxx Xxxxx Xxxxxx PURCHASERS: Xxxxxxx X. Xxxx Title: Managing Director Xxxxxx Brothers MLP Opportunity Fund L.P. By: Xxxxxx Brothers MLP Opportunity Associates L.P., its general partner By: Xxxxxx Brothers MLP Opportunity Associates L.L.C., its general partner Xxxxx By: /s/ Xxxxxxx X. Xxxxx Name: Xxxx Xxxxxx Title: Senior Vice President Cobalt Partners, LP By: Cobalt Management, LLC, its General Partner By: /s/ Name: Xxxxx Xxxxxxxxx Title: Managing Member Cobalt Partners II, LP By: Cobalt Management, LLC, its General Partner By: /s/ Name: Xxxxx Xxxxxxxxx Title: Managing Member Guggenheim Portfolio Company XI, LLC By: Cobalt Capital Management, its Investment Manager By: /s/ Name: Xxxxx Xxxxxxxxx Title: President Cobalt Capital SPV 1 LLC By: Cobalt Management, LLC, its General Partner By: /s/ Name: Xxxxx Xxxxxxxxx Title: Managing Member Credit Suisse Management LLC By: /s/ Name: Xxxxxx Xxxxxxx Title: Managing Director Sunlight Capital Partners, LLC By: /s/ Name: Xxxxxx Xxxxxxxxx Title: Vice President Omega Advisors, Inc.* By: /s/ Name: Xxxxx Xxxx Title: Chief Operating Officer * solely in its capacity as investment manager of the following entities and not in its individual corporate capacity: Omega Capital Partners, L.P. Omega Capital Investors, L.P. Omega SPV Partners, L.P. Omega Equity Investors, L.P. Beta Equities, Inc. GS&Co Profit Sharing Master Trust Presidential Life Corporation The Ministers and Missionaries Benefit Board of American Baptist Churches Xxxxxxx Capital Ltd. By: Citadel Limited Partnership, Portfolio Manger By: Citadel Investment Group, L.L.C., its General Partner By: /s/ Name: Xxxx Xxxxx Title: Director and Associate General Counsel Oz Offshore ATN Investors I, LLC By: OZ Overseas Fund, Ltd., its Sole Member By: OZ Management, L.L.C., its Investment Manager By: /s/ Name: Xxxx X. Xxxxx Title: Chief Financial Officer Oz Offshore ATN Investors II, LLC By: OZ Overseas Fund II, Ltd., its Sole Member By: OZ Management, L.L.c., its Investment Manager By: /s/ Name: Xxxx X. Xxxxx Title: Chief Financial Officer Oz Offshore ATN Investors III, LLC By: OZ Global Special Investments Intermediate Fund, L.P. its Sole Member By: OZ Advisors, LLC, its General Partner By: OchCOO EXHIBITS Exhibit A - SCHEDULE OF PURCHASERS Exhibit B - FORM OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Exhibit C - DISCLOSURE SCHEDULE Exhibit D - FORM OF AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT Exhibit E - FORM OF AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-Ziff Associates, LLC, its Managing Member By: /s/ Name: Xxxx X. Xxxxx Title: Chief Financial Officer Oz Global Special Investments, L.P. By: OZ Advisors, L.L.C., its General Partner By: Och-Ziff Associates, L.L.C., its Managing Member By: /s/ Name: Xxxx X. Xxxxx Title: Chief Financial Officer OZ Domestic Partners, L.P. By: OZ Advisors, L.L.C., its General Partner By: Och-Ziff Associates, L.L.C., its Managing Member By: /s/ Name: Xxxx X. Xxxxx Title: Chief Financial Officer Oz Domestic Partners II, L.P. By: OZ Advisors, L.L.C., its General Partner By: Och-Ziff Associates, L.L.C., its Managing Member By: /s/ Name: Xxxx X. Xxxxx Title: Chief Financial Officer GPC LVII, LLC By: OZ Management, L.L.C., its Investment Manager By: /s/ Name: Xxxx X. Xxxxx Title: Chief Financial OfficerSALE AGREEMENT Exhibit F - FORM OF AMENDED AND RESTATED VOTING AGREEMENT Exhibit G - FORM OF LEGAL OPINION OF COMPANY COUNSEL Exhibit H - FORM OF INDEMNIFICATION AGREEMENT EXHIBIT B FORM OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION EXHIBIT C DISCLOSURE SCHEDULE

Purchasers. XxxxxxxSEQUOIA CAPITAL FRANCHISE FUND SEQUOIA CAPITAL FRANCHISE PARTNERS By: SCFF Management, LLC a Delaware Limited Liability Company General Partner of Each By: /s/ Dxxxxxx Xxxxx & Co.Managing Member NEW ENTERPRISE ASSOCIATES 10, LIMITED PARTNERSHIP By: NEA Partners 10, Limited Partnership By: /s/ Cxxxxxx X. Xxxxxxx III Name: Cxxxxxx X. Xxxxxxx Title: General Partner BIG BASIN PARTNERS, L.P. By: Fxxxx Xxxxxxxx Its: General Partner Sourcefire — Series D Voting Agreement SIERRA VENTURES VII, L.P. By: /s/ Dxxxx X. Xxxxxx Name: Dxxxx X. Xxxxxx Title: Manager on behalf of its Principal Strategies Group Sierra Ventures Associates VII, L.L.C., the General Partner of Sierra Ventures VII, L.P. SIERRA VENTURES VIII-A, L.P. By: /s/ Txx Xxxxxx Name: Txx Xxxxxx Xxxxxxxx Title: Manager on behalf of Sierra Ventures Associates VIII, L.L.C., the General Partner of Sierra Ventures VIII-A, L.P. SIERRA VENTURES VIII-B, L.P. By: /s/ Txx Xxxxxx Name: Txx Xxxxxx Title: Manager on behalf of Sierra Ventures Associates VIII, L.L.C., the General Partner of Sierra Ventures VIII-B, L.P. SIERRA VENTURES ASSOCIATES VII, L.L.C., as nominee for its members By: /s/ Dxxxx X. Xxxxxx Name: Dxxxx X. Xxxxxx Title: Manager SIERRA VENTURES ASSOCIATES VIII, L.L.C., as nominee for its members By: /s/ Txx Xxxxxx Name: Txx Xxxxxx Title: Manager Sourcefire — Series D Voting Agreement CORE CAPITAL PARTNERS, L.P. By: /s/ Pascal Luck Name: Pascal Luck Title: Managing Director Royal Bank of Canada by its agent RBC Capital Markets Corporation MINOTAUR FUNDS, LLC By: /s/ Mxxx Xxxxxx Name: Xxxxx Xxxxxxxx Title: Director and Senior Counsel By: /s/ Name: Xxxxx Mxxx Xxxxxx Title: Managing Director Swank MLP Convergence Fund, LP By: /s/ Name: Xxxxx X. Xxxxx Title: Managing Partner The Xxxxxxx MLP Opportunity Fund I, LP By: /s/ Name: Xxxxx X. Xxxxx Title: Managing Partner ZLP FundMember INFLECTION POINT VENTURES, L.P. By: Xxxxxx Xxxxx PartnersInflection Point Associates, LLCL.P. /s/ Txxxxxx Xxxx By: Inflection Point Management LLC Its: General Partner Name: Txxxxxx Xxxx Title: Authorized Manager INFLECTION POINT VENTURES II, its general partner L.P. /s/ Txxxxxx Xxxx By: Inflection Point SBIC Associates LLC Its: General Partner Name: Txxxxxx Xxxx Title: Authorized Manager /s/ MXXX X. XXXXXX MXXX X. XXXXXX FXXXX X. XXXXXX, XX. Axxxxx Xxxxxxx and Axxxx Xxxxxxx, as Trustees of the Cxxxxxx Family Revocable Trust as of April 13, 1998 By: /s/ Name: Xxxxx X. Xxxxx Title: Managing Member Xxxxx Xxxxxxxx Energy Development Company AXXXXX XXXXXXX AXXXXX XXXXXXX By: /s/ AXXXX XXXXXXX AXXXX XXXXXXX Sourcefire — Series D Voting Agreement SERIES B PURCHASERS: NEW ENTERPRISE ASSOCIATES 10, LIMITED PARTNERSHIP By: NEA Partners 10, Limited Partnership By: /s/ Cxxxxxx X. Xxxxxxx III Name: Cxxxxxx X. Xxxxxxx III Title: General Partner NEA VENTURES 2003, LIMITED PARTNERSHIP By: /s/ Pxxxxx X. Xxxxx Name: Pxxxxx X. Xxxxx Title: Vice President Xxxxx BIG BASIN PARTNERS, L.P. By: Fxxxx Xxxxxxxx MLP Investment Company Its: General Partner Sourcefire — Series D Voting Agreement SIERRA VENTURES VII, L.P. By: /s/ Dxxxx X. Xxxxxx Name: Xxxxx Dxxxx X. Xxxxx Xxxxxx Title: Vice President Xxxxx Xxxxxxxx Energy Total Return FundManager on behalf of Sierra Ventures Associates VII, Inc. L.L.C., the General Partner of Sierra Ventures VII, L.P. SIERRA VENTURES VIII-A, L.P. By: /s/ Txx Xxxxxx Name: Xxxxx X. Xxxxx Txx Xxxxxx Title: Vice President Xxxxxx Brothers Inc. Manager on behalf of Sierra Ventures Associates VIII, L.L.C., the General Partner of Sierra Ventures VIII-A, L.P. SIERRA VENTURES VIII-B, L.P. By: /s/ Txx Xxxxxx Name: Txx Xxxxxx Title: Manager on behalf of Sierra Ventures Associates VIII, L.L.C., the General Partner of Sierra Ventures VIII-B, L.P. SIERRA VENTURES ASSOCIATES VII, L.L.C., as nominee for its members By: /s/ Dxxxx X. Xxxxxxx Xxxxxx Name: Dxxxx X. Xxxxxx Title: Manager SIERRA VENTURES ASSOCIATES VIII, L.L.C., as nominee for its members By: /s/ Txx Xxxxxx Name: Txx Xxxxxx Title: Manager Sourcefire — Series D Voting Agreement CORE CAPITAL PARTNERS, L.P. By: /s/ Pascal Luck Name: Pascal Luck Title: Managing Director Magnetar Capital Fund, LP By: Magnetar Financial LLC, its general partner By: /s/ Name: Xxxx X. Xxxxx Title: General Counsel Structured Finance AmericasMINOTAUR FUNDS, LLC By: /s/ Mxxx Xxxxxx Name: Xxxxx Xxxxxxx Mxxx Xxxxxx Title: VP Managing Member INFLECTION POINT VENTURES, L.P. By: Inflection Point Associates, L.P. /s/ Txxxxxx Xxxx By: Inflection Point Management LLC Its: General Partner Name: Txxxxxx Xxxx Title: Authorized Manager INFLECTION POINT VENTURES II, L.P. /s/ Txxxxxx Xxxx By: Inflection Point SBIC Associates LLC Its: General Partner Name: Txxxxxx Xxxx Title: Authorized Manager /s/ MXXX X. XXXXXX MXXX X. XXXXXX FXXXX X. XXXXXX, XX. Sourcefire — Series D Voting Agreement SERIES A PURCHASERS: SIERRA VENTURES VII, L.P. By: /s/ Dxxxx X. Xxxxxx Name: Xxxx Dxxxx X. [Illegible] Xxxxxx Title: VP LB I Group Manager on behalf of Sierra Ventures Associates VII, L.L.C., the General Partner of Sierra Ventures VII, L.P. SIERRA VENTURES VIII-A, L.P. By: /s/ Txx Xxxxxx Name: Xxxx Txx Xxxxxx Title: Manager on behalf of Sierra Ventures Associates VIII, L.L.C., the General Partner of Sierra Ventures VIII-A, L.P. SIERRA VENTURES VIII-B, L.P. By: /s/ Txx Xxxxxx Name: Txx Xxxxxx Title: Manager on behalf of Sierra Ventures Associates VIII, L.L.C., the General Partner of Sierra Ventures VIII-B, L.P. SIERRA VENTURES ASSOCIATES VII, L.L.C., as nominee for its members By: /s/ Dxxxx X. Xxxx Xxxxxx Name: Dxxxx X. Xxxxxx Title: Manager SIERRA VENTURES ASSOCIATES VIII, L.L.C., as nominee for its members By: /s/ Txx Xxxxxx Name: Txx Xxxxxx Title: Manager CORE CAPITAL PARTNERS, L.P. Sourcefire — Series D Voting Agreement By: /s/ Pascal Luck Name: Pascal Luck Title: Managing Director Xxxxxx Brothers MLP Opportunity Fund L.P. By: Xxxxxx Brothers MLP Opportunity Associates L.P., its general partner By: Xxxxxx Brothers MLP Opportunity Associates L.L.C., its general partner By: /s/ Name: Xxxx Xxxxxx Title: Senior Vice President Cobalt Partners, LP By: Cobalt Management, LLC, its General Partner By: /s/ Name: Xxxxx Xxxxxxxxx Title: Managing Member Cobalt Partners II, LP By: Cobalt Management, LLC, its General Partner By: /s/ Name: Xxxxx Xxxxxxxxx Title: Managing Member Guggenheim Portfolio Company XI, LLC By: Cobalt Capital Management, its Investment Manager By: /s/ Name: Xxxxx Xxxxxxxxx Title: President Cobalt Capital SPV 1 LLC By: Cobalt Management, LLC, its General Partner By: /s/ Name: Xxxxx Xxxxxxxxx Title: Managing Member Credit Suisse Management LLC By: /s/ Name: Xxxxxx Xxxxxxx Title: Managing Director Sunlight Capital PartnersMINOTAUR FUNDS, LLC By: /s/ Mxxx Xxxxxx Name: Mxxx Xxxxxx Xxxxxxxxx Title: Vice President Omega AdvisorsManaging Member INFLECTION POINT VENTURES, Inc.* L.P. By: Inflection Point Associates, L.P. /s/ Txxxxxx Xxxx By: Inflection Point Management LLC Its: General Partner Name: Txxxxxx Xxxx Title: Authorized Manager INFLECTION POINT VENTURES II, L.P. /s/ Txxxxxx Xxxx By: Inflection Point SBIC Associates LLC Its: General Partner Name: Txxxxxx Xxxx Title: Authorized Manager /s/ E. WXXXX XXXXXXX, III E. WXXXX XXXXXXX, III MARYLAND DEPARTMENT OF BUSINESS AND ECONOMIC DEVELOPMENT By: /s/ Axxx Xxxxxxxxxxxx Name: Xxxxx Xxxx TitleAxxx Xxxxxxxxxxxx Its: Chief Operating Officer * solely in its capacity Secretary Sourcefire — Series D Voting Agreement BIG BASIN PARTNERS, L.P. By: Fxxxx Xxxxxxxx Its: General Partner Axxxxx Xxxxxxx and Axxxx Xxxxxxx, as investment manager Trustees of the following entities Cxxxxxx Family Revocable Trust as of April 13, 1998 By: /s/ AXXXXX XXXXXXX AXXXXX XXXXXXX By: /s/ AXXXX XXXXXXX AXXXX XXXXXXX Sourcefire — Series D Voting Agreement EXHIBIT A List of Purchasers Name and not in Address Meritech Capital Partners III, L.P. 200 Xxxxxxxx Xxxxxx Suite 200 Palo Alto, CA 94301 Meritech Capital Affiliates III L.P. 200 Xxxxxxxx Xxxxxx Suite 200 Palo Alto, CA 94301 Sequoia Capital Franchise Fund & Sequoia Capital Franchise Partners 3000 Xxxx Xxxx Xxxx Xxxxxxxx 0, Xxxxx 000 Xxxxx Xxxx, Xxxxxxxxxx 00000 New Enterprise Associates 10, Limited Partnership New Ventures 2003, Limited Partnership Attn: Hxxxx Xxxxxx 10000 Xxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxxxxx 00000 with a copy to: NEA Ventures 2003, Limited Partnership Attn: Lxxxx Xxxxxx 1000 Xx. Xxxx Xxxxxx Baltimore, Maryland 21202 Sourcefire — Series D Voting Agreement Sierra Ventures VII, L.P. Sierra Ventures VIII-A, L.P. Sierra Ventures VIII-B, L.P. Sierra Ventures Associates VII, LLC, as nominee for its individual corporate capacitymembers Sierra Ventures Associates VIII, LLC, as nominee for its members Attn: Omega Txx Xxxxxx 2000 Xxxx Xxxx Xxxx, Xxxxx 000 Xxxxx Xxxx, Xxxxxxxxxx 00000 Core Capital Partners, L.P. Omega Capital InvestorsMinotaur Funds, LLC Minotaur Annex Fund, LLC Attn: Pascal Luck 900 00xx Xxxxxx, XX Xxxxx 000 Xxxxxxxxxx, XX 20005 E. Wxxxx Xxxxxxx, III 6000 Xxxxxx Xxxxx Columbia, Maryland 21044 Inflection Point Ventures II, L.P. Omega SPV Inflection Point Ventures, L.P. c/o Dxxxx Xxxxxxx Delaware Technology Park 10 Xxxxxxxxxx Xxx, Xxxxx 000 Xxxxxx, Xxxxxxxx 00000 Maryland Department of Business and Economic Development 200 X. Xxxxxxx Xxxxxx 00xx Xxxxx Xxxxxxxxx, Xxxxxxxx 00000 Attn: Exxxxxxxx Xxxx Big Basin Partners, L.P. Omega Equity Investors10000 Xxx Xxxxx Xxx Xxxxxxxx, L.P. Beta EquitiesXxxxxxxxxx 00000 Attn: Fxxxx Xxxxxxxx Mxxx X. Xxxxxx The Cxxxxxx Group 1000 Xxxxxxxxxxxx Xxxxxx, Inc. GS&Co Profit Sharing Master XX Xxxxxxxxxx, X.X. 00000 Fxxxx X. Xxxxxx, Xx. 1000 Xx. Xxxx Xxxxxx Sourcefire — Series D Voting Agreement Bxxxxxxxx, Xxxxxxxx 00000 Axxxxx Xxxxxxx and Axxxx Xxxxxxx, Trustees of the Cxxxxxx Family Revocable Trust Presidential Life Corporation The Ministers and Missionaries Benefit Board of American Baptist Churches April 13, 1998 Attn: Axxxxx Xxxxxxx Capital Ltd. By: Citadel Limited Partnership1000 Xxx Xxxxxx Xxxxx Xxxx, Portfolio Manger By: Citadel Investment Group, L.L.C., its General Partner By: /s/ Name: Xxxx Xxxxx Title: Director and Associate General Counsel Oz Offshore ATN Investors I, LLC By: OZ Overseas Fund, Ltd., its Sole Member By: OZ Management, L.L.C., its Investment Manager By: /s/ Name: Xxxx X. Xxxxx Title: Chief Financial Officer Oz Offshore ATN Investors II, LLC By: OZ Overseas Fund II, Ltd., its Sole Member By: OZ Management, L.L.c., its Investment Manager By: /s/ Name: Xxxx X. Xxxxx Title: Chief Financial Officer Oz Offshore ATN Investors III, LLC By: OZ Global Special Investments Intermediate Fund, L.P. its Sole Member By: OZ Advisors, LLC, its General Partner By: Och-Ziff Associates, LLC, its Managing Member By: /s/ Name: Xxxx X. Xxxxx Title: Chief Financial Officer Oz Global Special Investments, L.P. By: OZ Advisors, L.L.C., its General Partner By: Och-Ziff Associates, L.L.C., its Managing Member By: /s/ Name: Xxxx X. Xxxxx Title: Chief Financial Officer OZ Domestic Partners, L.P. By: OZ Advisors, L.L.C., its General Partner By: Och-Ziff Associates, L.L.C., its Managing Member By: /s/ Name: Xxxx X. Xxxxx Title: Chief Financial Officer Oz Domestic Partners II, L.P. By: OZ Advisors, L.L.C., its General Partner By: Och-Ziff Associates, L.L.C., its Managing Member By: /s/ Name: Xxxx X. Xxxxx Title: Chief Financial Officer GPC LVII, LLC By: OZ Management, L.L.C., its Investment Manager By: /s/ Name: Xxxx X. Xxxxx Title: Chief Financial OfficerXxxxxxxxxx 00000 Sourcefire — Series D Voting Agreement EXHIBIT B List of Existing Stockholders

Purchasers. XxxxxxxCANYON-TCDRS FUND, Xxxxx & Co.LLC, on behalf of a Delaware limited liability company By: Canyon Capital Advisors LLC, a Delaware limited liability company, its Principal Strategies Group Managing Member By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director Royal Bank of Canada by its agent RBC Capital Markets Corporation By: /s/ Name: Xxxxx Xxxxxxxx Title: Director and Senior Counsel By: /s/ Name: Xxxxx X. Xxxxxx Title: Managing Director Swank MLP Convergence FundAuthorized Signatory Address: 2000 Avenue of the Stars 00xx Xxxxx Xxx Xxxxxxx, LP XX 00000 [SIGNATURE PAGE TO UNSECURED PIK CONVERTIBLE NOTES PURCHASE AGREEMENT] The parties have executed this Unsecured PIK Convertible Notes Purchase Agreement as of the date first written above. PURCHASERS: CANYON BLUE CREDIT INVESTMENT FUND L.P., a Delaware limited partnership By: /s/ Name: Xxxxx X. Xxxxx Title: Managing Partner The Xxxxxxx MLP Opportunity Fund I, LP By: /s/ Name: Xxxxx X. Xxxxx Title: Managing Partner ZLP Fund, L.P. By: Xxxxxx Xxxxx Partners, CANYON CAPITAL ADVISORS LLC, its general partner By: /s/ Name: Xxxxx X. Xxxxx Title: Managing Member Xxxxx Xxxxxxxx Energy Development Company By: /s/ Name: Xxxxx X. Xxxxx Title: Vice President Xxxxx Xxxxxxxx MLP Investment Company By: /s/ Name: Xxxxx X. Xxxxx Title: Vice President Xxxxx Xxxxxxxx Energy Total Return Fund, Inc. By: /s/ Name: Xxxxx X. Xxxxx Title: Vice President Xxxxxx Brothers Inc. By: /s/ Name: Xxxxxx X. Xxxxxxx Title: Managing Director Magnetar Capital Fund, LP By: Magnetar Financial LLCa Delaware limited liability company, its general partner By: /s/ Name: Xxxx X. Xxxxx Title: General Counsel Structured Finance Americas, LLC By: /s/ Name: Xxxxx Xxxxxxx Title: VP By: /s/ Name: Xxxx X. [Illegible] Title: VP LB I Group By: /s/ Name: Xxxx X. Xxxx Title: Managing Director Xxxxxx Brothers MLP Opportunity Fund L.P. By: Xxxxxx Brothers MLP Opportunity Associates L.P., its general partner By: Xxxxxx Brothers MLP Opportunity Associates L.L.C., its general partner By: /s/ Name: Xxxx Xxxxxx Title: Senior Vice President Cobalt Partners, LP By: Cobalt Management, LLC, its Co-General Partner By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxx Xxxxxxxxx Xxxxxxxx X. Xxxxxx Title: Managing Member Cobalt Partners IIAuthorized Signatory Address: 2000 Avenue of the Stars 00xx Xxxxx Xxx Xxxxxxx, LP XX 00000 [SIGNATURE PAGE TO UNSECURED PIK CONVERTIBLE NOTES PURCHASE AGREEMENT] The parties have executed this Unsecured PIK Convertible Notes Purchase Agreement as of the date first written above. PURCHASERS: VULCAN CAPITAL GROWTH EQUITY LLC By: Cobalt Management, Vulcan Capital Growth Equity Management LLC, its General Partner By: /s/ Name: Xxxxx Xxxxxxxxx Title: Managing Member Guggenheim Portfolio Company XI, LLC By: Cobalt Capital Management, its Investment Manager By: /s/ Name: Xxxxx Xxxxxxxxx Title: President Cobalt Capital SPV 1 LLC By: Cobalt Management, LLC, its General Partner By: /s/ Name: Xxxxx Xxxxxxxxx Title: Managing Member Credit Suisse Management LLC By: /s/ Name: Xxxxxx Xxxxxxx Title: Managing Director Sunlight Capital Partners, LLC By: /s/ Name: Xxxxxx Xxxxxxxxx Title: Vice President Omega Advisors, Inc.* By: /s/ Name: Xxxxx Xxxx Title: Chief Operating Officer * solely in its capacity as investment manager of the following entities and not in its individual corporate capacity: Omega Capital Partners, L.P. Omega Capital Investors, L.P. Omega SPV Partners, L.P. Omega Equity Investors, L.P. Beta Equities, Inc. GS&Co Profit Sharing Master Trust Presidential Life Corporation The Ministers and Missionaries Benefit Board of American Baptist Churches Xxxxxxx Capital Ltd. By: Citadel Limited Partnership, Portfolio Manger By: Citadel Cougar Investment Group, L.L.C., its General Partner By: /s/ Name: Xxxx Xxxxx Title: Director and Associate General Counsel Oz Offshore ATN Investors I, LLC By: OZ Overseas Fund, Ltd., its Sole Member By: OZ Management, L.L.C., its Investment Manager By: /s/ Name: Xxxx X. Xxxxx Title: Chief Financial Officer Oz Offshore ATN Investors II, LLC By: OZ Overseas Fund II, Ltd., its Sole Member By: OZ Management, L.L.c., its Investment Manager By: /s/ Name: Xxxx X. Xxxxx Title: Chief Financial Officer Oz Offshore ATN Investors III, LLC By: OZ Global Special Investments Intermediate Fund, L.P. its Sole Member By: OZ Advisors, LLC, its General Partner By: Och-Ziff Associates, Holdings LLC, its Managing Member By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxx Xxxxxxx X. Xxxxx Xxxxxx Title: Chief Financial Officer Oz Global Special InvestmentsVice President Address: c/o Vulcan Inc 000 Xxxxx Xxx. X., Xxxxx 000 Xxxxxxx, XX 00000 Attention: IM Finance xxxxxxxxxxxx@Xxxxxx.xxx Phone: (000) 000-0000 [SIGNATURE PAGE TO UNSECURED PIK CONVERTIBLE NOTES PURCHASE AGREEMENT] SCHEDULE I SCHEDULE OF PURCHASERS Investor Name Date Principal Amount Under Note DRT Investors Master Fund LP 2014-01-16 $ 1,620,512,000.00 Canyon Value Realization Fund, L.P. By: OZ Advisors, L.L.C., its General Partner By: Och2015-Ziff Associates, L.L.C., its Managing Member By: /s/ Name: Xxxx X. Xxxxx Title: Chief Financial Officer OZ Domestic Partners, L.P. By: OZ Advisors, L.L.C., its General Partner By: Och02-Ziff Associates, L.L.C., its Managing Member By: /s/ Name: Xxxx X. Xxxxx Title: Chief Financial Officer Oz Domestic Partners II, L.P. By: OZ Advisors, L.L.C., its General Partner By: Och17 $ 38,410,000.00 Canyon-Ziff Associates, L.L.C., its Managing Member By: /s/ Name: Xxxx X. Xxxxx Title: Chief Financial Officer GPC LVIITCDRS Fund, LLC By2015-02-17 $ 1,145,000.00 Canyon Blue Credit Investment Fund L.P. 2015-02-17 $ 445,000.00 Vulcan Capital Growth Equity LLC 2015-02-18 $ 30,000,000.00 TOTAL $ 1,690,512,000.00 EXHIBIT A FORM OF NOTE EXHIBIT A NEITHER THIS UNSECURED PIK CONVERTIBLE NOTE (THIS “NOTE”) NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS. THIS NOTE AND THE SECURITIES INTO WHICH IT IS CONVERTIBLE MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, ASSIGNED OR PLEDGED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR (B) AN OPINION OF COUNSEL, IN A FORM REASONABLY ACCEPTABLE TO THE ISSUER, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A OR TO PERSONS OUTSIDE OF THE US PURSUANT TO REGULATION S UNDER SAID ACT. IN ADDITION, THIS NOTE IS ALSO SUBJECT TO THE TRANSFER RESTRICTIONS SET FORTH IN THE TRANSACTION AGREEMENTS. THE FOLLOWING INFORMATION IS PROVIDED PURSUANT TO TREAS. REG. SECTION 1.1275-3: OZ ManagementTHIS DEBT INSTRUMENT IS ISSUED WITH ORIGINAL ISSUE DISCOUNT. , L.L.C.AS A REPRESENTATIVE OF THE ISSUER, WILL MAKE AVAILABLE ON REQUEST TO HOLDER OF THIS NOTE THE FOLLOWING INFORMATION: ISSUE PRICE, AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE, AND YIELD. THE ADDRESS OF IS . FORM OF UNSECURED PIK CONVERTIBLE NOTE Original Principal Amount: US$[ ] Issuance Date: [ ], 2015 FOR VALUE RECEIVED, Uber Technologies, Inc., a Delaware corporation (the “Issuer”), hereby promises to pay [ ] or its Investment Manager By: /s/ Name: Xxxx X. Xxxxx Title: Chief Financial Officerregistered assigns (the “Holder”) the amount set out above as the Original Principal Amount, as such amount may be (i) increased pursuant to the payment of any PIK Interest (as defined below), or (ii) reduced pursuant to any conversion effected in accordance with the terms hereof or otherwise (the balance of such amount from time to time being the “Outstanding Principal Balance”) when due, whether upon the Maturity Date, acceleration, or otherwise (in each case in accordance with the terms hereof). The Issuer further promises to pay Interest on the Outstanding Principal Balance from time to time, in the manner and at the interest rates specified in Section 2 hereof. This Unsecured PIK Convertible Note (including all Unsecured PIK Convertible Notes issued in exchange, transfer or replacement hereof) (the “Note” and, together with all other Unsecured PIK Convertible Notes issued pursuant to the Purchase Agreement (as defined herein), collectively, the “Notes”), is issued pursuant to the Purchase Agreement on the Issuance Date. Certain capitalized terms used herein are defined in Section 24. Capitalized terms used but not defined herein shall have the meanings set forth in the Purchase Agreement.

Purchasers. Xxxxxxx, Xxxxx & Co., on behalf of its Principal Strategies Group By: /s/ Xxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Xxxxx Xxxxxxxx, CFA Title: Managing Director Royal Bank of Canada by its agent RBC Capital Markets Corporation [Supplement No. 1 to the Guarantee Agreement] AGREED AND ACCEPTED: PURCHASERS By: /s/ Xxxxxxx Xxxxxxx Name: Bianchi G. Title: Partner [Supplement No. 1 to the Guarantee Agreement] AGREED AND ACCEPTED: PURCHASERS Galt Industries, Inc. By: /s/ Xxxxxx X. Xxxxx Name: X. X. Xxxxx Title: CEO [Supplement No. 1 to the Guarantee Agreement] AGREED AND ACCEPTED: PURCHASERS BUSHIDO CAPITAL MASTER FUND, L.P. By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Director [Supplement No. 1 to the Guarantee Agreement] AGREED AND ACCEPTED: PURCHASERS By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: [Supplement No. 1 to the Guarantee Agreement] AGREED AND ACCEPTED: PURCHASERS By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: [Supplement No. 1 to the Guarantee Agreement] AGREED AND ACCEPTED: PURCHASERS By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: CEO [Supplement No. 1 to the Guarantee Agreement] AGREED AND ACCEPTED: PURCHASERS By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Director and Senior Counsel [Supplement No. 1 to the Guarantee Agreement] AGREED AND ACCEPTED: PURCHASERS By: /s/ Name: Xxxxx Xxxxxx Title: Managing Director Swank MLP Convergence Fund, LP By: /s/ Name: Xxxxx X. Xxxxx Title: Managing Partner The Xxxxxxx MLP Opportunity Fund I, LP By: /s/ Name: Xxxxx X. Xxxxx Title: Managing Partner ZLP Fund, L.P. By: Xxxxxx Xxxxx Partners, LLC, its general partner By: /s/ Name: Xxxxx X. Xxxxx Title: Managing Member Xxxxx Xxxxxxxx Energy Development Company By: /s/ Name: Xxxxx X. Xxxxx Title: Vice President Xxxxx Xxxxxxxx MLP Investment Company By: /s/ Name: Xxxxx X. Xxxxx Title: Vice President Xxxxx Xxxxxxxx Energy Total Return Fund, Inc. By: /s/ Name: Xxxxx X. Xxxxx Title: Vice President Xxxxxx Brothers Inc. By: /s/ Name: Xxxxxx X. Xxxxxxx Title: Managing Director Magnetar Capital Fund, LP By[Supplement No. 1 to the Guarantee Agreement] AGREED AND ACCEPTED: Magnetar Financial LLC, its general partner PURCHASERS By: /s/ Xxx Xxxxxxxx Name: Xxx Xxxxxxxx Title: Chief Scientific Officer [Supplement No. 1 to the Guarantee Agreement] AGREED AND ACCEPTED: PURCHASERS By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: [Supplement No. 1 to the Guarantee Agreement] AGREED AND ACCEPTED: PURCHASERS By: /s/ Xxxxxxxx Xxxxxxxx Name: Xxxxxxxx Xxxxxxxx Title: [Supplement No. 1 to the Guarantee Agreement] AGREED AND ACCEPTED: PURCHASERS By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxx Xxxxxxx Title: General Counsel Structured Finance Americas[Supplement No. 1 to the Guarantee Agreement] AGREED AND ACCEPTED: PURCHASERS XXXXXX DIVERSIFIED STRATEGY MANAGEMENT FUND, LLC SERIES BUS By: /s/ Name: Xxxxxx X. Xxxxx Xxxxxxx Title: VP By: /s/ Name: Xxxx X. [Illegible] Title: VP LB I Group By: /s/ Name: Xxxx X. Xxxx Title: Managing Director Xxxxxx Brothers MLP Opportunity Fund L.P. By: Xxxxxx Brothers MLP Opportunity Associates L.P., its general partner By: Xxxxxx Brothers MLP Opportunity Associates L.L.C., its general partner By: /s/ Name: Xxxx Xxxxxx Title: Senior Vice President Cobalt Partners, LP By: Cobalt Management, LLC, its General Partner By: /s/ Name: Xxxxx Xxxxxxxxx Title: Managing Member Cobalt Partners II, LP By: Cobalt Management, LLC, its General Partner By: /s/ Name: Xxxxx Xxxxxxxxx Title: Managing Member Guggenheim Portfolio Company XI, LLC By: Cobalt Capital Management, its Investment Manager By: /s/ Name: Xxxxx Xxxxxxxxx Title: President Cobalt Capital SPV 1 LLC By: Cobalt Management, LLC, its General Partner By: /s/ Name: Xxxxx Xxxxxxxxx Title: Managing Member Credit Suisse Management LLC By: /s/ Name: Xxxxxx Xxxxxxx Title: Managing Director Sunlight Capital Partners, LLC By: /s/ Name: Xxxxxx Xxxxxxxxx Title: Vice President Omega Advisors, Inc.* By: /s/ Name: Xxxxx Xxxx Title: Chief Operating Officer * solely in its capacity as investment manager of the following entities and not in its individual corporate capacity: Omega Capital Partners, L.P. Omega Capital Investors, L.P. Omega SPV Partners, L.P. Omega Equity Investors, L.P. Beta Equities, Inc. GS&Co Profit Sharing Master Trust Presidential Life Corporation The Ministers and Missionaries Benefit Board of American Baptist Churches Xxxxxxx Capital Ltd. By: Citadel Limited Partnership, Portfolio Manger By: Citadel Investment Group, L.L.C., its General Partner By: /s/ Name: Xxxx Xxxxx Title: Director and Associate General Counsel Oz Offshore ATN Investors I, LLC By: OZ Overseas Fund, Ltd., its Sole Member By: OZ Management, L.L.C., its Investment Manager By: /s/ Name: Xxxx X. Xxxxx Title: Chief Financial Officer Oz Offshore ATN Investors II, LLC By: OZ Overseas Fund II, Ltd., its Sole Member By: OZ Management, L.L.c., its Investment Manager By: /s/ Name: Xxxx X. Xxxxx Title: Chief Financial Officer Oz Offshore ATN Investors III, LLC By: OZ Global Special Investments Intermediate Fund, L.P. its Sole Member By: OZ Advisors, LLC, its General Partner By: Och-Ziff Associates, LLC, its Managing Member By: /s/ Name: Xxxx X. Xxxxx Title: Chief Financial Officer Oz Global Special Investments, L.P. By: OZ Advisors, L.L.C., its General Partner By: Och-Ziff Associates, L.L.C., its Managing Member By: /s/ Name: Xxxx X. Xxxxx Title: Chief Financial Officer OZ Domestic Partners, L.P. By: OZ Advisors, L.L.C., its General Partner By: Och-Ziff Associates, L.L.C., its Managing Member By: /s/ Name: Xxxx X. Xxxxx Title: Chief Financial Officer Oz Domestic Partners II, L.P. By: OZ Advisors, L.L.C., its General Partner By: Och-Ziff Associates, L.L.C., its Managing Member By: /s/ Name: Xxxx X. Xxxxx Title: Chief Financial Officer GPC LVII, LLC By: OZ Management, L.L.C., its Investment Manager By: /s/ Name: Xxxx X. Xxxxx Title: Chief Financial OfficerAttorney in Fact

Purchasers. XxxxxxxMRT OF GRAHAM TX – SNF, Xxxxx & Co., on behalf of its Principal Strategies Group LLC a Delaware limited liability company By: /s/ Name: Xxxxxx Xxxxxxx X. Xxxxxxxx Title: Managing Director Royal Bank of Canada by its agent RBC Capital Markets Corporation Xxxxxxx X. Xxxxxxxx, Executive Vice President and Chief Financial Officer MRT OF KEMP TX – SNF, LLC a Delaware limited liability company By: /s/ Name: Xxxxx Xxxxxxx X. Xxxxxxxx Title: Director Xxxxxxx X. Xxxxxxxx, Executive Vice President and Senior Counsel Chief Financial Officer MRT OF KERENS TX – SNF, LLC a Delaware limited liability company By: /s/ Name: Xxxxx Xxxxxx Title: Managing Director Swank MLP Convergence FundXxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx, LP Executive Vice President and Chief Financial Officer MRT OF BROWNWOOD TX – SNF, LLC a Delaware limited liability company By: /s/ Name: Xxxxx Xxxxxxx X. Xxxxx Title: Managing Partner The Xxxxxxxx Xxxxxxx MLP Opportunity Fund IX. Xxxxxxxx, LP Executive Vice President and Chief Financial Officer MRT OF EL PASO TX – SNF, LLC a Delaware limited liability company By: /s/ Name: Xxxxx Xxxxxxx X. Xxxxx Title: Managing Partner ZLP FundXxxxxxxx Xxxxxxx X. Xxxxxxxx, L.P. By: Xxxxxx Xxxxx PartnersExecutive Vice President and Chief Financial Officer MRT OF KAUFMAN TX – SNF, LLC, its general partner LLC a Delaware limited liability company By: /s/ Name: Xxxxx Xxxxxxx X. Xxxxx Title: Managing Member Xxxxx Xxxxxxxx Energy Development Company Xxxxxxx X. Xxxxxxxx, Executive Vice President and Chief Financial Officer MRT OF LONGVIEW TX – SNF, LLC a Delaware limited liability company By: /s/ Name: Xxxxx Xxxxxxx X. Xxxxx Title: Xxxxxxxx Xxxxxxx X. Xxxxxxxx, Executive Vice President Xxxxx Xxxxxxxx MLP Investment Company and Chief Financial Officer MRT OF MT. PLEASANT TX – SNF, LLC a Delaware limited liability company By: /s/ Name: Xxxxx Xxxxxxx X. Xxxxx Title: Xxxxxxxx Xxxxxxx X. Xxxxxxxx, Executive Vice President Xxxxx Xxxxxxxx Energy Total Return Fundand Chief Financial Officer MRT OF SAN ANTONIO TX – SNF I, Inc. LLC a Delaware limited liability company By: /s/ Name: Xxxxx Xxxxxxx X. Xxxxx Title: Xxxxxxxx Xxxxxxx X. Xxxxxxxx, Executive Vice President Xxxxxx Brothers Inc. and Chief Financial Officer MRT OF SAN ANTONIO TX – SNF II, LLC a Delaware limited liability company By: /s/ NameXxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx, Executive Vice President and Chief Financial Officer SELLER: Xxxxxx X. Xxxxxxx Title: Managing Director Magnetar Capital FundGRUENEPOINTE ACQUISITION I, LP LLC a Texas limited liability company, By: Magnetar Financial Gruene Point Holdings LLC, its general partner a Texas limited liability company, Its Managing Member By: /s/ Name: Xxxx X. Xxxxx Title: General Counsel Structured Finance Americas, LLC By: /s/ Name: Xxxxx Xxxxxxx Title: VP By: /s/ Name: Xxxx X. [Illegible] Title: VP LB I Group By: /s/ Name: Xxxx X. Xxxx Title: Managing Director Xxxxxx Brothers MLP Opportunity Fund L.P. By: Xxxxxx Brothers MLP Opportunity Associates L.P., its general partner By: Xxxxxx Brothers MLP Opportunity Associates L.L.C., its general partner By: /s/ Name: Xxxx Xxxxxx Title: Senior Vice President Cobalt Partners, LP By: Cobalt Management, LLC, its General Partner By: /s/ Name: Xxxxx Xxxxxxxxx Title: Managing Member Cobalt Partners II, LP By: Cobalt Management, LLC, its General Partner By: /s/ Name: Xxxxx Xxxxxxxxx Title: Managing Member Guggenheim Portfolio Company XI, LLC By: Cobalt Capital Management, its Investment Manager By: /s/ Name: Xxxxx Xxxxxxxxx Title: President Cobalt Capital SPV 1 LLC By: Cobalt Management, LLC, its General Partner By: /s/ Name: Xxxxx Xxxxxxxxx Title: Managing Member Credit Suisse Management LLC By: /s/ Name: Xxxxxx Xxxxxxx Title: Managing Director Sunlight Capital Partners, LLC By: /s/ Name: Xxxxxx Xxxxxxxxx Title: Vice President Omega Advisors, Inc.* By: /s/ Name: Xxxxx Xxxx Title: Chief Operating Officer * solely in its capacity as investment manager of the following entities and not in its individual corporate capacity: Omega Capital Partners, L.P. Omega Capital Investors, L.P. Omega SPV Partners, L.P. Omega Equity Investors, L.P. Beta Equities, Inc. GS&Co Profit Sharing Master Trust Presidential Life Corporation The Ministers and Missionaries Benefit Board of American Baptist Churches Xxxxxxx Capital Ltd. By: Citadel Limited Partnership, Portfolio Manger By: Citadel Investment GroupOnPointeHealthDevelopment, L.L.C., its General Partner By: /s/ Name: Xxxx Xxxxx Title: Director and Associate General Counsel Oz Offshore ATN Investors Ia Texas limited liability company, LLC By: OZ Overseas Fund, Ltd., its Sole Member By: OZ Management, L.L.C., its Investment Manager By: /s/ Name: Xxxx X. Xxxxx Title: Chief Financial Officer Oz Offshore ATN Investors II, LLC By: OZ Overseas Fund II, Ltd., its Sole Member By: OZ Management, L.L.c., its Investment Manager By: /s/ Name: Xxxx X. Xxxxx Title: Chief Financial Officer Oz Offshore ATN Investors III, LLC By: OZ Global Special Investments Intermediate Fund, L.P. its Sole Member By: OZ Advisors, LLC, its General Partner By: Och-Ziff Associates, LLC, its Its Managing Member By: /s/ NameXxxxx Xxxxxxxxxx Xxxxx Xxxxxxxxxx, Member EXHIBIT A FACILITIES (See attached) Facility Name Address Lic. Beds Casa Rio Health Care and Rehabilitation 0000 X Xxx Xxxxxxxxx Xxxxxx, Xxx Xxxxxxx, 00000, Bexar County 000 Xxxxxx Xxxx Xxxx Xxxxxx0 0000 Xxxxx Xxxxxx Xxxxxx, 00000 Xxxxx Xxxxxx 120 Xxxxxxxxx Villas 0000 Xxxxxxxxx Xxxx, Mount Pleasant, 75455-6744, Xxxxx County 150 Xxxx Care Center 0000 Xxxxx Xxx Xxxxxx, Xxxx, 75143, Xxxxxxx County 124 Kerens Care Center 000 XX 0xx Xxxxxx, Xxxxxx, 00000, Xxxxxxx Xxxxxx 70 River City Care Center 000 Xxxxx Xxxxxx, San Antonio, 78202, Bexar County 100 Songbird Lodge 0000 Xxxxxxxx Xxxxxx, Xxxxxxxxx, 00000, Xxxxx Xxxxxx 000 Xxxxxxxxx Xxxx Health Care 0000 Xxxxxxx 000 Xxxx, Xxxxxxx, 00000, Xxxxxxx Xxxxxx 92 St. Xxxxxx Nursing and Rehabilitation Center 00000 Xxxxxxx Xxxxxx, Xx Xxxx, 00000, El Paso County 000 Xxxxxxxxxx Xxxxx Xxxxx I LLP 0000 Xxxxxx Xxxx, Xxxxxxxx, 00000, Xxxxx Xxxxxx 116 1 Graham Oaks Care Center is intended to be added following the Closing in accordance with the terms of the Letter Agreement, dated July 29, 2015, among Guarantors, Landlord and Tenant. EXHIBIT B LEGAL DESCRIPTIONS (See attached) EXHIBIT B LEGAL DESCRIPTIONS OF LAND Kerens PARCEL ONE: All that certain lot, tract or parcel of land, situated in the City of Kerens, Xxxxxxx County, Texas, a part of the Xxxxxx Addition according to the Plat recorded in Volume 493, Page 185, Xxxxxxx County, Texas, Deed Records, and which is more particularly described as follows. BEGINNING at the intersection of the North line of 0xx Xxxxxx and the East line of Xxxxxxxx Avenue THENCE Eastward with the North line of 0xx Xxxxxx 300 feet to the intersection of the West line of Lella Avenue and North line of 0xx Xxxxxx; THENCE North with the West line of Lella Avenue 600 feet to the intersection of the South line of 0xx Xxxxxx and West line Lella Avenue, THENCE Westward 300 feet to the intersection of East line of Xxxxxxxx Avenue and South line of 0xx Xxxxxx; THENCE with the East line of Xxxxxxxx Avenue 600 feet to the PLACE OF BEGINNING. PARCEL TWO: A right of way over and across all that certain lot, tract or parcel of land being a 33’ wide strip of land, a portion of that certain 95.6 acre tract in the Xxxxx Xxxx Survey, Xxxxxx County, Texas, Known as the Xxx M Xxxxxx Xxxxx 3 described in Volume 621, Page 585, Deed Records of Xxxxxxx County, Texas, with the center line of said right of way being a straight line described as follows. BEGINNING at the Southwest corner of the Xxx X. Xxxxxx Xxxxx Title: Chief Financial Officer Oz Global Special Investments, L.P. By: OZ Advisors, L.L.C., its General Partner By: Och-Ziff Associates, L.L.C., its Managing Member By: /s/ Name: Xxxx X. Xxxxx Title: Chief Financial Officer OZ Domestic Partners, L.P. By: OZ Advisors, L.L.C., its General Partner By: Och-Ziff Associates, L.L.C., its Managing Member By: /s/ Name: Xxxx X. Xxxxx Title: Chief Financial Officer Oz Domestic Partners II, L.P. By: OZ Advisors, L.L.C., its General Partner By: Och-Ziff Associates, L.L.C., its Managing Member By: /s/ Name: Xxxx X. Xxxxx Title: Chief Financial Officer GPC LVII, LLC By: OZ Management, L.L.C., its Investment Manager By: /s/ Name: Xxxx X. Xxxxx Title: Chief Financial Officer3;

Purchasers. Xxxxxxx, Xxxxx & Co., on behalf of its Principal Strategies Group By: /s/ Name: Xxxxxx Xxxxxxxx Title: Managing Director Royal Bank of Canada by its agent RBC Capital Markets Corporation By: /s/ Name: Xxxxx Xxxxxxxx Title: Director and Senior Counsel By: /s/ Name: Xxxxx Xxxxxx Title: Managing Director Swank MLP Convergence Fund, LP By: /s/ Name: Xxxxx X. Xxxxx Title: Managing Partner The Xxxxxxx MLP Opportunity Fund I, LP By: /s/ Name: Xxxxx X. Xxxxx Title: Managing Partner ZLP FundAUDAX MEZZANINE FUND, L.P. By: Xxxxxx Xxxxx PartnersAudax Mezzanine Business, LLC, its general partner L.P. Its: General Partner By: /s/ NameAudax Mezzanine Business, L.L.C. Its: Xxxxx X. Xxxxx Title: Managing Member Xxxxx Xxxxxxxx Energy Development Company By: /s/ Name: Xxxxx X. Xxxxx Title: Vice President Xxxxx Xxxxxxxx MLP Investment Company By: /s/ Name: Xxxxx X. Xxxxx Title: Vice President Xxxxx Xxxxxxxx Energy Total Return Fund, Inc. By: /s/ Name: Xxxxx X. Xxxxx Title: Vice President Xxxxxx Brothers Inc. By: /s/ Name: Xxxxxx X. Xxxxxxx Title: Managing Director Magnetar Capital Fund, LP By: Magnetar Financial LLC, its general partner By: /s/ Name: Xxxx X. Xxxxx Title: General Counsel Structured Finance Americas, LLC By: /s/ Name: Xxxxx Xxxxxxx Title: VP By: /s/ Name: Xxxx X. [Illegible] Title: VP LB I Group By: /s/ Name: Xxxx X. Xxxx Title: Managing Director Xxxxxx Brothers MLP Opportunity Fund L.P. By: Xxxxxx Brothers MLP Opportunity Associates L.P., its general partner By: Xxxxxx Brothers MLP Opportunity Associates L.L.C., its general partner By: /s/ Name: Xxxx Xxxxxx Title: Senior Vice President Cobalt Partners, LP By: Cobalt Management, LLC, its General Partner By: /s/ Kevin Magid ----------------------------- Name: Xxxxx Xxxxxxxxx Kevin Magid Title: Managing Member Cobalt Partners IIAutxxxxxxx Xxxnatory AUDAX CO-INVEST, LP L.P. By: Cobalt Management101 Huntington Holdings, LLC, its LLC Title: General Partner By: /s/ Kevin Magid ----------------------------- Name: Xxxxx Xxxxxxxxx Kevin Magid Title: Managing Member Guggenheim Portfolio Company XIAutxxxxxxx Xxxnatory AUDAX TRUST CO-INVEST, L.P. By: 101 Huntington Holdings, LLC By: Cobalt Capital Management, its Investment Manager By: /s/ Name: Xxxxx Xxxxxxxxx Title: President Cobalt Capital SPV 1 LLC By: Cobalt Management, LLC, its General Partner By: /s/ Kevin Magid ----------------------------- Name: Xxxxx Xxxxxxxxx Kevin Magid Title: Managing Member Credit Suisse Management LLC Autxxxxxxx Xxxnatory AFF CO-INVEST, L.P. By: /s/ Name: Xxxxxx Xxxxxxx 101 Huntington Holdings, LLC Title: Managing Director Sunlight Capital Partners, LLC By: /s/ Name: Xxxxxx Xxxxxxxxx Title: Vice President Omega Advisors, Inc.* By: /s/ Name: Xxxxx Xxxx Title: Chief Operating Officer * solely in its capacity as investment manager of the following entities and not in its individual corporate capacity: Omega Capital Partners, L.P. Omega Capital Investors, L.P. Omega SPV Partners, L.P. Omega Equity Investors, L.P. Beta Equities, Inc. GS&Co Profit Sharing Master Trust Presidential Life Corporation The Ministers and Missionaries Benefit Board of American Baptist Churches Xxxxxxx Capital Ltd. By: Citadel Limited Partnership, Portfolio Manger By: Citadel Investment Group, L.L.C., its General Partner By: /s/ Kevin Magid ----------------------------- Name: Xxxx Xxxxx Kevin Magid Title: Director and Associate General Counsel Oz Offshore ATN Investors IAutxxxxxxx Xxxnatory THE ROYAL BANK OF SCOTLAND PLC, LLC By: OZ Overseas Fund, Ltd., its Sole Member By: OZ Management, L.L.C., its Investment Manager NEW YORK BRANCH By: /s/ Una Corr ----------------------- Name: Xxxx X. Xxxxx Una Corr Title: Chief Financial Officer Oz Offshore ATN Investors IIVice President EXHIBIT A [FORM OF NOTE] THE SECURITY REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR QUALIFIED UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT IS IN EFFECT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. THE HOLDER OF THIS SECURITY IS SUBJECT TO THE TERMS OF THE PURCHASE AGREEMENT, DATED AS OF APRIL 15, 2003 (THE "PURCHASE AGREEMENT"), AMONG AMERICAN COIN MERCHANDISING, INC. (THE "COMPANY"), THE GUARANTORS NAMED THEREIN AND THE PURCHASERS NAMED THEREIN. A COPY OF SUCH PURCHASE AGREEMENT IS AVAILABLE AT THE OFFICES OF THE COMPANY. FOR PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND THE RULES AND REGULATIONS THEREUNDER, THIS NOTE IS BEING ISSUED WITH ORIGINAL ISSUE DISCOUNT; FOR EACH $1,000 PRINCIPAL AMOUNT OF THIS NOTE, (1) THE ISSUE PRICE IS $974.36; (2) THE AMOUNT OF THE ORIGINAL ISSUE DISCOUNT IS $25.64; (3) THE ISSUE DATE IS APRIL 15, 2003, AND (4) THE YIELD TO MATURITY IS 17.45% (COMPOUNDED QUARTERLY). THIS INSTRUMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AND INTERCREDITOR AGREEMENT (THE "SUBORDINATION AGREEMENT") DATED AS OF APRIL 15, 2003 AMONG AUDAX MEZZANINE FUND, L.P., AUDAX CO-INVEST, L.P., AUDAX TRUST CO-INVEST, L.P., AFF CO-INVEST, L.P., ROYAL BANK OF SCOTLAND PLC, NEW YORK BRANCH, AMERICAN COIN MERCHANDISING, INC. (THE "COMPANY") AND MADISON CAPITAL FUNDING LLC By: OZ Overseas Fund II("AGENT"), Ltd.TO THE INDEBTEDNESS (INCLUDING INTEREST) OWED BY THE COMPANY PURSUANT TO THAT CERTAIN AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF APRIL 15, its Sole Member By: OZ Management2003 AMONG THE COMPANY, L.L.cAGENT AND THE LENDERS FROM TIME TO TIME PARTY THERETO, AS SUCH CREDIT AGREEMENT HAS BEEN AND HEREAFTER MAY BE AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, AND TO INDEBTEDNESS REFINANCING THE INDEBTEDNESS UNDER THAT AGREEMENT AS CONTEMPLATED BY THE SUBORDINATION AGREEMENT; AND EACH HOLDER OF THIS INSTRUMENT, BY ITS ACCEPTANCE HEREOF, IRREVOCABLY AGREES TO BE BOUND BY THE PROVISIONS OF THE SUBORDINATION AGREEMENT. 17% SENIOR SUBORDINATED NOTES DUE 2009 No. _______ $_______ American Coin Merchandising, Inc., a corporation duly organized and existing under the laws of Delaware (herein called the "Company", which term includes any successor Person under the Purchase Agreement), for value received, hereby promises to pay to [ ], or registered assigns, the principal sum of [ ] Dollars on February 22, 2009 (the "Stated Maturity"). Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place., its Investment Manager By: /s/ Name: Xxxx X. Xxxxx Title: Chief Financial Officer Oz Offshore ATN Investors III, LLC By: OZ Global Special Investments Intermediate Fund, L.P. its Sole Member By: OZ Advisors, LLC, its General Partner By: Och-Ziff Associates, LLC, its Managing Member By: /s/ Name: Xxxx X. Xxxxx Title: Chief Financial Officer Oz Global Special Investments, L.P. By: OZ Advisors, L.L.C., its General Partner By: Och-Ziff Associates, L.L.C., its Managing Member By: /s/ Name: Xxxx X. Xxxxx Title: Chief Financial Officer OZ Domestic Partners, L.P. By: OZ Advisors, L.L.C., its General Partner By: Och-Ziff Associates, L.L.C., its Managing Member By: /s/ Name: Xxxx X. Xxxxx Title: Chief Financial Officer Oz Domestic Partners II, L.P. By: OZ Advisors, L.L.C., its General Partner By: Och-Ziff Associates, L.L.C., its Managing Member By: /s/ Name: Xxxx X. Xxxxx Title: Chief Financial Officer GPC LVII, LLC By: OZ Management, L.L.C., its Investment Manager By: /s/ Name: Xxxx X. Xxxxx Title: Chief Financial Officer