Common use of Required Financing Clause in Contracts

Required Financing. (a) Promptly following the date of execution of this Agreement, the Parent shall undertake and shall use its Reasonable Best Efforts to obtain from one or more reputable institutional investors, hedge funds, family offices or other lenders (collectively, the “Investors”) any combination of secured or unsecured debt or equity financing aggregating not less than Thirty-Five Million ($35,000,000) Dollars to enable the Buyer to pay the Base Purchase Price, other financial obligations owed pursuant to the DiscCo Merger Agreement, and all transaction expenses contemplated by this Agreement and the other Transaction Documents (the “Required Financing”). (b) The final terms and conditions of the Required Financing shall be reasonably acceptable to the Board of Directors of Parent and reasonably acceptable to the Stockholders. The Parties acknowledge that all or certain of the Investors may require, as a condition to such Required Financing, that the Purchased Assets of the Company be subject to liens, pledges, encumbrances and Security Interests in favor of one or more of such Investors (collectively, the “Investor Collateral”). The terms and conditions of the Required Financing and Security Interests granted on Investor Collateral shall be reasonably acceptable to the Stockholders, as indicated in writing, such acceptance to not be unreasonably withheld. (c) The Parent has delivered to the Stockholders from White Oak Global Advisors, LLC (“White Oak”) a term sheet for up to $35,000,000 of senior debt financing (the “Financing Letter”). On or before January 7, 2016, the Parent shall deliver to the Stockholders drafts of a definitive loan and security agreement prepared by White Oak and such other evidence of equity financing for Parent demonstrating the availability of the Required Financing, all in such form and with such terms and conditions as are reasonably acceptable to the source of such Required Financing, the Parent and the Stockholders. The Stockholders may terminate this Agreement and the Transaction contemplated hereby in the event the Parent has not delivered a reasonably acceptable evidence of the Required Financing by January 7, 2016. All parties understand that there currently exists an Existing Stockholders Agreement between ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ that imposes certain rights and obligations as between them, so that if either Stockholder elects to terminate this Agreement, both Stockholders shall be deemed to have terminated this Agreement. (d) True and complete copies of all commitments, term sheets or other definitive loan and investment documents to be entered into between the Parent and any one or more Investor in connection with a proposed Required Financing shall be promptly furnished to the Stockholders and their legal and financial advisors.

Required Financing. (a) Promptly following the date of execution of this Agreement, the Parent shall undertake and shall use its Reasonable Best Efforts to obtain from one or more reputable institutional investors, hedge funds, family offices or other lenders (collectively, the “Investors”) any combination of secured or unsecured debt or equity financing aggregating not less than Thirty-Five Million ($35,000,000) Dollars to enable the Buyer to pay the Base Purchase Price, other financial obligations owed pursuant to the DiscCo Merger Agreement, and all transaction expenses contemplated by this Agreement and the other Transaction Documents (the “Required Financing”). (b) The final terms and conditions of the Required Financing shall be reasonably acceptable to the Board of Directors of Parent and reasonably acceptable to the Stockholders. The Parties acknowledge that all or certain of the Investors may require, as a condition to such Required Financing, that the Purchased Assets of the Company be subject to liens, pledges, encumbrances and Security Interests in favor of one or more of such Investors (collectively, the “Investor Collateral”). The terms and conditions of the Required Financing and Security Interests granted on Investor Collateral shall be reasonably acceptable to the Stockholders, as indicated in writing, such acceptance to not be unreasonably withheld. (c) The On or before November 15, 2015, Parent has delivered shall deliver to the Stockholders from White Oak Global AdvisorsStockholders, LLC (“White Oak”) a term sheet for up to $35,000,000 of senior debt or commitment letter from one or more financially credible financing sources (the “Financing Letter”). On or before January 7, 2016, the Parent shall deliver to the Stockholders drafts of a definitive loan and security agreement prepared by White Oak and such other evidence of equity financing for Parent demonstrating the availability of the Required Financing, all in such form and with such terms and conditions as are reasonably acceptable to the source of such Required Financing, the Parent and the Stockholders. The Stockholders may terminate this Agreement and the Transaction contemplated hereby in the event the Parent has not delivered a reasonably acceptable evidence of the Required Financing Letter by January 7November 15, 20162015. All parties understand that there currently exists an Existing Stockholders Agreement between ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ that imposes certain rights and obligations as between them, so that if either Stockholder elects to terminate this Agreement, both Stockholders shall be deemed to have terminated this Agreement. (d) True and complete copies of all commitments, term sheets or other definitive loan and investment documents to be entered into between the Parent and any one or more Investor in connection with a proposed Required Financing shall be promptly furnished to the Stockholders and their legal and financial advisors.

Required Financing. (a) Promptly Each of Parent, Company MergerCo and Properties MergerCo hereby agrees to use its reasonable best efforts to arrange the Debt Financing on the terms and conditions described in the Financing Letter and to satisfy the conditions applicable to it set forth in the Financing Letter that are within its control. In the event any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Financing Letter, Parent shall use its reasonable best efforts to arrange to obtain any such portion from alternative sources on comparable or more favorable terms to Parent (as determined in the reasonable judgment of Parent) as promptly as practicable following the date occurrence of execution such event. Parent will provide the La Quinta Entities any amendments to the Financing Letter as promptly as possible (but in any event within 48 hours) and will give the La Quinta Entities prompt notice of any material breach by any party of the Financing Letter or any termination of the Financing Letter. Parent shall keep the La Quinta Entities informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Debt Financing and shall not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Financing Letter without first consulting with the La Quinta Entities or, if such amendment would or would be reasonably expected to materially and adversely affect or delay in any material respect Parent’s ability to consummate the transactions contemplated by this Agreement, without first obtaining the Parent shall undertake and shall use its Reasonable Best Efforts Company’s prior written consent (not to obtain from one be unreasonably withheld or more reputable institutional investors, hedge funds, family offices or other lenders (collectively, the “Investors”) any combination of secured or unsecured debt or equity financing aggregating not less than Thirty-Five Million ($35,000,000) Dollars to enable the Buyer to pay the Base Purchase Price, other financial obligations owed pursuant to the DiscCo Merger Agreement, and all transaction expenses contemplated by this Agreement and the other Transaction Documents (the “Required Financing”delayed). (b) The final terms La Quinta Entities agree to provide, and conditions shall cause the La Quinta Subsidiaries to provide and shall request that the Representatives of the Required La Quinta Entities and La Quinta Subsidiaries provide, all reasonable cooperation in connection with the arrangement of the Debt Financing shall as may be reasonably acceptable requested by Parent (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company, Properties and the La Quinta Subsidiaries), including (i) participation in meetings, drafting sessions and due diligence sessions, (ii) furnishing Parent and its financing sources with financial and other pertinent information regarding the La Quinta Entities as may be reasonably requested by Parent, (iii) assisting Parent and its financing sources in the preparation of (A) an offering document for any debt raised to complete the Board of Directors Mergers and (B) materials for rating agency presentations, (iv) reasonably cooperating with the marketing efforts of Parent and its financing sources for any debt raised by Parent to complete the Mergers, (v) forming new direct or indirect Subsidiaries, and (vi) providing and executing documents as may be reasonably acceptable requested by Parent; provided that none of the La Quinta Entities or any La Quinta Subsidiary shall be required to pay any commitment or other similar fee or incur any other Liability in connection with the Debt Financing prior to the StockholdersEffective Time. The Parties acknowledge that Parent shall, promptly upon request by the La Quinta Entities, reimburse the La Quinta Entities for all reasonable out-of-pocket costs incurred by the La Quinta Entities or certain the La Quinta Subsidiaries in connection with such cooperation. Parent, Company MergerCo and Properties MergerCo shall, on a joint and several basis, indemnify and hold harmless the La Quinta Entities, the La Quinta Subsidiaries and their respective Representatives for and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with the arrangement of the Investors may requireDebt Financing and any information utilized in connection therewith (other than historical information relating to the La Quinta Entities or the La Quinta Subsidiaries which is provided by the La Quinta Entities). Notwithstanding anything to the contrary, the condition set forth in Section 8.2(b) of this Agreement, as it applies to the La Quinta Entities’ obligations under this Section 7.10(b), shall be deemed satisfied unless the Debt Financing (or any alternative financing) has not been obtained primarily as a condition to such Required Financing, that the Purchased Assets result of the Company be subject to liens, pledges, encumbrances La Quinta Entities’ willful and Security Interests in favor material breach of one or more of such Investors (collectively, the “Investor Collateral”its obligations under this Section 7.10(b). The terms and conditions of the Required Financing and Security Interests granted on Investor Collateral shall be reasonably acceptable to the Stockholders, as indicated in writing, such acceptance to not be unreasonably withheld. (c) The All non-public or otherwise confidential information regarding the La Quinta Entities obtained by Parent has delivered or its Representatives pursuant to the Stockholders from White Oak Global Advisors, LLC paragraph (“White Oak”b) a term sheet for up to $35,000,000 of senior debt financing (the “Financing Letter”). On or before January 7, 2016, the Parent shall deliver to the Stockholders drafts of a definitive loan and security agreement prepared by White Oak and such other evidence of equity financing for Parent demonstrating the availability of the Required Financing, all in such form and with such terms and conditions as are reasonably acceptable to the source of such Required Financing, the Parent and the Stockholders. The Stockholders may terminate this Agreement and the Transaction contemplated hereby in the event the Parent has not delivered a reasonably acceptable evidence of the Required Financing by January 7, 2016. All parties understand that there currently exists an Existing Stockholders Agreement between ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ that imposes certain rights and obligations as between them, so that if either Stockholder elects to terminate this Agreement, both Stockholders above shall be deemed to have terminated this kept confidential in accordance with the Confidentiality Agreement. (d) True and complete copies of all commitments, term sheets or other definitive loan and investment documents to be entered into between the Parent and any one or more Investor in connection with a proposed Required Financing shall be promptly furnished to the Stockholders and their legal and financial advisors.

Required Financing. (a) Promptly following Parent has delivered to the Paired Entities a true, correct and complete copy, including all exhibits and schedules thereto, of the fully executed equity financing commitment letters, dated as of the date hereof (each, an “Equity Commitment Letter”), between Parent and each of execution the other parties thereto (each an “Equity Investor”) pursuant to which each Equity Investor has committed, subject only to the terms and conditions therein, to invest in Parent the amounts set forth in the applicable Equity Commitment Letter (the aggregate amounts committed by the Equity Investors to be invested in Parent pursuant to the Equity Commitment Letters, the “Equity Financing”) for the purpose of financing the transactions contemplated by this Agreement. (b) Assuming the amount of funds to be provided pursuant to the Equity Financing is funded in accordance with the terms thereof, the accuracy of the representations and warranties set forth in this Agreement and the performance in all material respects by the Paired Entities of their respective obligations under this Agreement, at the Closing, Parent will have sufficient cash on hand to consummate the transactions contemplated by this Agreement and satisfy all of its obligations under this Agreement, including the payment of the Merger Consideration, any fees and expenses of or payable by Parent, MergerCo 1, MergerCo 2, the Company Surviving Corporation or the Hospitality Surviving Corporation, any payments in respect of equity and other compensation obligations required to be made in connection with the Mergers, and any repayment or refinancing of any outstanding Indebtedness of Parent, the Company and their respective Subsidiaries required in connection therewith. In no event shall the receipt or availability of any funds or financing (including, for the avoidance of doubt, the Debt Financing) by Parent, MergerCo 1, MergerCo 2, or any of their respective affiliates or any other financing or other transactions be a condition to any of Parent’s, MergerCo 1’s or MergerCo 2’s obligations under this Agreement. (c) Each Equity Commitment Letter (i) is in full force and effect and represents the legal, valid, binding and enforceable obligations of the parties thereto, enforceable against them in accordance with and subject to its terms and conditions, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity and (ii) has not been (and will not be prior to the Closing or valid termination of this Agreement) withdrawn, terminated or rescinded or otherwise amended, supplemented or modified (or is contemplated to be amended, supplemented or modified) in any respect. No event has occurred which, with or without notice, lapse of time or both, could constitute a default or breach by Parent under any term, or a failure of any condition, of the Equity Commitment Letters or otherwise result in any portion of the Equity Financing contemplated thereby to be unavailable on the date on which the Closing should occur pursuant to Section 1.3. Assuming the accuracy of the representations and warranties set forth in this Agreement, the performance in all material respects by the Paired Entities of their obligations under this Agreement and the satisfaction of the conditions to Closing set forth in Section 8.1 and Section 8.2, Parent does not have any reason to believe that it or any Equity Investor would be unable to satisfy on a timely basis any term or condition of either Equity Commitment Letter required to be satisfied by Parent or the relevant Equity Investor, as applicable. Parent has fully paid any and all commitment or other fees which are due and payable on or prior to the date hereof pursuant to the terms of the Equity Commitment Letters. There are no conditions precedent or other contingencies related to the investing of the full amount of the Equity Financing, other than as expressly set forth in the Equity Commitment Letters. (d) Notwithstanding anything in this Agreement to the contrary, each of Parent, MergerCo 1 and MergerCo 2 understands and acknowledges that under the terms of this Agreement, the Parent shall undertake obligations of Parent, MergerCo 1 and shall use its Reasonable Best Efforts MergerCo 2 to obtain from one or more reputable institutional investors, hedge funds, family offices or other lenders (collectively, consummate the “Investors”) any combination of secured or unsecured debt or equity financing aggregating not less than Thirty-Five Million ($35,000,000) Dollars to enable the Buyer to pay the Base Purchase Price, other financial obligations owed pursuant to the DiscCo Merger Agreement, and all transaction expenses transactions contemplated by this Agreement are not in any way contingent upon or otherwise subject to the consummation of any financing arrangements, Parent’s MergerCo 1’s or MergerCo 2’s obtaining of any financing or the availability, grant, provision or extension of any financing to Parent, MergerCo 1 and the other Transaction Documents (the “Required Financing”)MergerCo 2. (be) The final terms None of Parent, Parent, MergerCo 1 and conditions MergerCo 2, or any of the Required Financing shall be reasonably acceptable their respective affiliates has entered into any Contract prohibiting or seeking to the Board of Directors of Parent and reasonably acceptable to the Stockholders. The Parties acknowledge that all or certain of the Investors may require, as a condition to such Required Financing, that the Purchased Assets of the Company be subject to liens, pledges, encumbrances and Security Interests in favor of one or more of such Investors (collectively, the “Investor Collateral”). The terms and conditions of the Required Financing and Security Interests granted on Investor Collateral shall be reasonably acceptable to the Stockholders, as indicated in writing, such acceptance to not be unreasonably withheld. (c) The Parent has delivered to the Stockholders from White Oak Global Advisors, LLC (“White Oak”) a term sheet for up to $35,000,000 of senior debt financing (the “Financing Letter”). On or before January 7, 2016, the Parent shall deliver to the Stockholders drafts of a definitive loan and security agreement prepared by White Oak and such other evidence of equity financing for Parent demonstrating the availability of the Required Financing, all in such form and with such terms and conditions as are reasonably acceptable to the source of such Required Financing, the Parent and the Stockholders. The Stockholders may terminate this Agreement and the Transaction contemplated hereby in the event the Parent has not delivered a reasonably acceptable evidence of the Required Financing by January 7, 2016. All parties understand that there currently exists an Existing Stockholders Agreement between ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ that imposes certain rights and obligations as between them, so that if either Stockholder elects to terminate this Agreement, both Stockholders shall be deemed to have terminated this Agreement. (d) True and complete copies of all commitments, term sheets prohibit any bank or other definitive loan and investment documents potential provider of financing from providing or seeking to be entered into between the Parent and provide financing to any one or more Investor person in connection with a proposed Required Financing shall be promptly furnished transaction relating to the Stockholders and their legal and financial advisorsPaired Entities or any of the Paired Entities Subsidiaries (including in connection with the making of any Acquisition Proposal) in connection with the transactions contemplated hereby.

Required Financing. (a) Promptly following The Buyer hereby agrees to use its best efforts to arrange the date of execution of this Agreementfinancing contemplated by the CSFB Commitment Letters and to satisfy the conditions set forth in the CSFB Commitment Letters on an expeditious basis. These best efforts will include taking all actions required to satisfy the conditions under the CSFB Commitment Letters but will not include the Buyer being required to accept any commercially unreasonable terms. As provided in the CSFB Commitment Letters, the Parent Buyer will not unreasonably withhold its consent to any request by CSFB and BMO to change the amount, pricing, terms and structure of the Senior Facilities. The Buyer will enforce all of its rights under the CSFB Commitment Letters and will not waive or amend any provision of the CSFB Commitment Letters without the Sellers' prior written consent (which shall undertake and not be unreasonably withheld or delayed), except that the Sellers' consent shall use its Reasonable Best Efforts not be required in connection with any waiver or amendment that will not adversely impact the ability of the Buyer to obtain from one or more reputable institutional investors, hedge funds, family offices or other lenders (collectively, the “Investors”) any combination of secured or unsecured debt or equity financing aggregating not less than Thirty-Five Million ($35,000,000) Dollars to enable funding on a timely basis sufficient for the Buyer to pay the Base Final Purchase PricePrice and perform its other obligations under this Agreement. The Buyer shall keep the Sellers informed of the status of its financing arrangements, other financial obligations owed pursuant including providing written notification to the DiscCo Merger AgreementSellers as promptly as reasonably possible (but in any event within forty-eight (48) hours) with respect to (i) any indication that CSFB may be unable to provide the financing as contemplated by the CSFB Commitment Letters, including without limitation, any indication from CSFB that there has occurred a Capital Market Event (as defined in Section 10.4) or Financing Failure (as defined in paragraph (c) below), (ii) any inability of the Buyer to satisfy any of the conditions set forth in the CSFB Commitment Letters, and all transaction expenses (iii) any adverse developments relating to the financing contemplated by this Agreement the CSFB Commitment Letters. The Buyer shall provide reasonably prompt (and in any event within forty-eight (48) hours) written notice to the other Transaction Documents Sellers if CSFB or BMO has indicated to the Buyer that CSFB or BMO lender will be unable to provide the financing contemplated by the CSFB Commitment Letters (the “Required Financing”a "Buyer Financing --------------- Notice").. ------ (b) The final In the event a Capital Market Event has occurred, the Buyer will use its best efforts to complete the financing contemplated by the CSFB Commitment Letters as soon as possible after such Capital Market Event and prior to June 30, 2000. These best efforts will include increasing the pricing on the loans and changing the other terms and conditions structure, including a reduction in the total amount of financing to be provided, of the Required Financing shall Senior Facilities to be reasonably acceptable provided pursuant to the Board CSFB Commitment Letters as provided in the eighth paragraph of Directors of Parent and reasonably acceptable the CSFB Commitment Letter relating to the Stockholders. The Parties acknowledge that all or certain secured facility and the eighth paragraph of the Investors may requireCSFB Commitment Letter relating to the unsecured facility. However, as a condition these best efforts will not include the Buyer being required to such Required Financing, that accept any commercially unreasonable terms. At the Purchased Assets of the Company be subject to liens, pledges, encumbrances and Security Interests in favor of one or more of such Investors (collectivelySellers' request, the “Investor Collateral”). The terms Buyer will discuss, and conditions if requested meet to discuss, with the Sellers the status of any negotiations between CSFB, BMO and the Required Financing and Security Interests granted on Investor Collateral shall be reasonably acceptable Buyer regarding any proposed changes required to the StockholdersSenior Facilities to complete the financing contemplated by the CSFB Commitment Letters, as indicated in writing, and will use commercially reasonable efforts to provide the Sellers with direct access to CSFB and BMO to discuss such acceptance to not be unreasonably withheldnegotiations and proposed changes. (c) The Parent In the event that the CSFB Commitment Letters are terminated or CSFB and BMO otherwise do not provide financing under the CSFB Commitment Letters, other than as a result of a Capital Market Event (a "Financing Failure"), then if this Agreement has delivered not been terminated, the Buyer --------- ------- will use its best efforts to obtain as promptly as practicable alternative debt and/or equity financing sufficient to pay the Final Purchase Price and to fund the reasonable working capital needs of the Purchased Business after the Closing. These best efforts will include taking advantage of all financial resources available to the Stockholders from White Oak Global Advisors, LLC (“White Oak”) a term sheet for up Buyer but will not include the Buyer being required to $35,000,000 of senior debt financing (the “Financing Letter”). On or before January 7, 2016, the Parent shall deliver to the Stockholders drafts of a definitive loan and security agreement prepared by White Oak and such other evidence of equity financing for Parent demonstrating the availability of the Required Financing, all in such form and with such terms and conditions as are reasonably acceptable to the source of such Required Financing, the Parent and the Stockholdersaccept any commercially unreasonable terms. The Stockholders may terminate this Agreement Buyer will keep the Sellers informed concerning the progress of its financing efforts and will meet with the Transaction contemplated hereby in the event the Parent has not delivered a Sellers as reasonably acceptable evidence of the Required Financing by January 7, 2016. All parties understand that there currently exists an Existing Stockholders Agreement between ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ that imposes certain rights and obligations as between them, so that if either Stockholder elects requested to terminate this Agreement, both Stockholders shall be deemed to have terminated this Agreementdiscuss these efforts. (d) True The Sellers agree to cooperate with the Buyer as reasonably requested to facilitate the pursuit by the Buyer of its financing. This cooperation includes: permitting the Buyer to make information about the Purchased Business available on a confidential basis to its financing sources; making certain members of senior management available to participate in Buyer's presentations to its prospective lenders and complete copies investors; providing the Buyer with unaudited consolidated balance sheets of all commitmentsthe RECI Companies at March 31, term sheets or 2000 and March 31, 1999 and the consolidated statements of operations and cash flows of the RECI Companies for the three-month periods ended on such dates and other definitive loan and investment financial information regarding the RECI Companies for use in disclosure documents to be entered into between the Parent and any one or more Investor utilized in connection with the Buyer's financing efforts as reasonably requested by the Buyer; and using their commercially reasonable efforts to cause their outside auditors to deliver a proposed Required Financing shall comfort letter relating to financial information regarding the RECI Companies included in any such disclosure document. Any out-of-pocket expenses incurred by the Seller or their Subsidiaries in connection with the foregoing will be promptly furnished to reimbursed by the Stockholders and their legal and financial advisorsBuyer.

Required Financing. (a) Promptly following the date of execution of this Agreement, the Parent Purchaser shall undertake and shall use its Reasonable Best Efforts to obtain from one or more reputable institutional investors, hedge funds, family offices or other lenders (collectively, the “Investors”) any combination of secured or unsecured debt or equity financing aggregating not less than Thirty-Five Million ($35,000,000) Dollars to enable the Buyer Purchaser to pay the Base Purchase Price, other financial obligations owed pursuant to the DiscCo Merger Agreement, and all transaction expenses contemplated by this Agreement and the other Transaction Documents (the “Required Financing”). (b) The final terms and conditions of the Required Financing shall be reasonably acceptable to the Board of Directors of Parent Purchaser and reasonably acceptable to the Stockholders. The Parties acknowledge that all or certain of the Investors may require, as a condition to such Required Financing, that the Purchased Assets assets and/or the Subject Shares of the Company be subject to liens, pledges, encumbrances and Security Interests in favor of one or more of such Investors (collectively, the “Investor Collateral”). The terms and conditions of the Required Financing and Security Interests granted on Investor Collateral shall be reasonably acceptable to the Stockholders, as indicated in writing, such acceptance to not be unreasonably withheld. (c) The Parent has delivered On or before October 15, 2015, Purchaser shall deliver to the Stockholders from White Oak Global AdvisorsStockholders, LLC (“White Oak”) a term sheet for up to $35,000,000 of senior debt or commitment letter from one or more financially credible financing sources (the “Financing Letter”). On or before January 7, 2016, the Parent shall deliver to the Stockholders drafts of a definitive loan and security agreement prepared by White Oak and such other evidence of equity financing for Parent demonstrating the availability of the Required Financing, all in such form and with such terms and conditions as are reasonably acceptable to the source of such Required Financing, the Parent Purchaser and the Stockholders. The Stockholders may terminate this Agreement and the Transaction contemplated hereby in the event the Parent Purchaser has not delivered a reasonably acceptable evidence of the Required Financing Letter by January 7October 15, 20162015. All parties understand that there currently exists an Existing Stockholders Agreement between ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ that imposes certain rights and obligations as between them, so that if either Stockholder elects to terminate this Agreement, both Stockholders shall be deemed to have terminated this Agreement. (d) True and complete copies of all commitments, term sheets or other definitive loan and investment documents to be entered into between the Parent Purchaser and any one or more Investor in connection with a proposed Required Financing shall be promptly furnished to the Stockholders and their legal and financial advisors.

Required Financing. If at any time after the date hereof, the Company’s aggregate available cash and cash equivalents (as set forth on the financial statements of the Company identified in Section 2.1 hereof) are less than: (a) Promptly following the date $5 million but in excess of execution of this Agreement$2 million, the Parent shall undertake and shall Company agrees that it will use its Reasonable Best Efforts reasonable best efforts to obtain from one or more reputable institutional investors, hedge funds, family offices or other lenders (collectively, the “Investors”x) any combination seek to raise additional debt and/or equity capital of secured or unsecured debt or equity financing aggregating not less than Thirty-Five Million $6 million or ($35,000,000y) Dollars seek offers from bona fide third party purchasers to enable acquire the Buyer to pay the Base Purchase PriceCompany (whether by merger, other financial obligations owed pursuant to the DiscCo Merger Agreementstock sale, and all transaction expenses contemplated by this Agreement and the other Transaction Documents (the “Required Financing”asset sale or otherwise).; and (b) The final $2 million, the Company and each Investor and each Founder agrees (solely in its capacity as a shareholder of the Company) that Investors and their affiliates (other than MPM and its affiliates or their respective transferees) holding a majority of the outstanding shares of Series C Preferred Stock shall have the right to compel a Required Financing. For the purposes of this section a “Required Financing” shall mean an equity financing of the Company on terms and conditions (including, without limitation, pricing, dividends, liquidation preference, conversion price, anti-dilution rights and special voting rights) proposed by Investors and their affiliates (other than MPM and its affiliates or their respective transferees) holding a majority of the outstanding shares of Series C Preferred Stock. Notwithstanding anything to the contrary (including, without limitation, Section 2.4 hereof), in the event that Investors and their affiliates (other than MPM and its affiliates or their respective transferees) holding a majority of the outstanding shares of Series C Preferred Stock compel a Required Financing, each holder of Preferred Stock and each holder of Common Stock shall have the right to participate in such Required Financing on a pro rata, as converted basis (the “Participation Right”). In furtherance of the foregoing, for the purposes of Article III, Section (B)(4)(m)(i) of the Restated Articles, each holder of Preferred Stock agrees that the Participation Right shall be reasonably acceptable deemed to be included in the Board right of Directors of Parent first offer set forth in Section 2.4 hereof. In addition, each Investor and reasonably acceptable to the Stockholders. The Parties acknowledge that all or certain each Founder (solely in its capacity as a shareholder of the Investors may require, as a condition Company) agrees that it shall take all actions reasonably necessary to consummate such Required Financing, that the Purchased Assets of the Company be subject including, without limitation, consenting to liens, pledges, encumbrances and Security Interests or voting in favor of one or more of such Investors (collectively, the “Investor Collateral”). The terms and conditions of the Required Financing and Security Interests granted on Investor Collateral shall be reasonably acceptable any amendment to the Stockholders, as indicated Restated Articles required in writing, such acceptance order to not be unreasonably withheld. (c) The Parent has delivered to the Stockholders from White Oak Global Advisors, LLC (“White Oak”) a term sheet for up to $35,000,000 of senior debt financing (the “Financing Letter”). On or before January 7, 2016, the Parent shall deliver to the Stockholders drafts of a definitive loan and security agreement prepared by White Oak and such other evidence of equity financing for Parent demonstrating the availability of the Required Financing, all in such form and with such terms and conditions as are reasonably acceptable to the source of consummate such Required Financing, the Parent and the Stockholders. The Stockholders may terminate this Agreement and the Transaction contemplated hereby This provision shall in the event the Parent has not delivered no way be interpreted to create a reasonably acceptable evidence of the requirement that any Investor or Founder participate in any such Required Financing by January 7, 2016. All parties understand that there currently exists an Existing Stockholders Agreement between ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ that imposes certain rights and obligations as between them, so that if either Stockholder elects to terminate this Agreement, both Stockholders shall be deemed to have terminated this AgreementFinancing. (d) True and complete copies of all commitments, term sheets or other definitive loan and investment documents to be entered into between the Parent and any one or more Investor in connection with a proposed Required Financing shall be promptly furnished to the Stockholders and their legal and financial advisors.

Required Financing. (a) Promptly following Each of Parent and Merger Sub hereby agrees to use its reasonable best efforts to arrange the date financing in respect of the Merger provided for in the Current Commitment Letter on the terms set forth therein, including, without limitation, using its reasonable best efforts (i) to satisfy the terms, conditions, representations and warranties set forth in the Current Commitment Letter, (ii) enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Current Commitment Letter and (iii) enforcing its rights under the Current Commitment Letter and any such definitive agreements. Parent shall provide Target as promptly (but in any event within two Business Days of the execution thereof) as possible true, complete and correct copies of any Current Commitment Letters and any amendments thereto and any such definitive agreements. Parent and Merger Sub shall keep Target generally informed of the status of their financing arrangements for the Merger, including providing written notification to Target (to the extent that the Target does not already have actual knowledge thereof) as promptly as possible (but in any event within two Business Days of the occurrence of the applicable event described in clauses (a), (b) and (c) of this Agreementsentence) with respect to (a) the receipt by Parent or Merger Sub of written notice from the financing parties contemplated by the Current Commitment Letter (or the definitive agreements with respect thereto), or any of such parties, that such parties may be unable provide the financing as contemplated by the Current Commitment Letter (or such definitive agreements), (b) the inability of Parent or Merger Sub, to the extent Parent or Merger Sub then have actual knowledge thereof, to satisfy any of the conditions of the financing parties set forth in the Current Commitment Letter (or such definitive agreements), or (c) any material adverse developments, of which Parent or Merger Sub then have actual knowledge, relating to the financing contemplated by the Current Commitment Letter (or such definitive agreements). Within two Business Days of the occurrence thereof, Parent shall undertake provide written notice to Target if (x) any financing party contemplated by the Current Commitment Letter (or the definitive agreements with respect thereto), or any of such parties, has notified Parent or Merger Sub in writing that such parties shall be unable provide the financing as contemplated by the Current Commitment Letter (or such definitive agreements) or (y) any event has occurred, of which Parent or Merger Sub then have actual knowledge, which is reasonably likely to prevent or delay Parent or Merger Sub from obtaining the financing contemplated by the Current Commitment Letter (or the definitive agreements with respect thereto) with respect to the Merger. In the event Parent and Merger Sub are unable to arrange any portion of the financing contemplated by the Current Commitment Letter (or the definitive agreements with respect thereto) in the manner or from the sources contemplated therein, Parent and Merger Sub shall use its Reasonable Best Efforts their reasonable best efforts to obtain arrange any such portion from one or more reputable institutional investors, hedge funds, family offices or other lenders (collectively, alternative sources on terms and on conditions that are substantially at least as favorable to Parent and Merger Sub as the “Investors”) any combination terms and conditions of secured or unsecured debt or equity the portion of the financing aggregating not less than Thirty-Five Million ($35,000,000) Dollars that Parent and Merger Sub were unable to enable the Buyer to pay the Base Purchase Price, other financial obligations owed pursuant to the DiscCo Merger Agreement, and all transaction expenses contemplated by this Agreement and the other Transaction Documents (the “Required Financing”)arrange. (b) The final terms Target shall, and conditions of the Required Financing shall cause its Subsidiaries to, provide such cooperation as may be reasonably acceptable to the Board of Directors of requested by Parent and reasonably acceptable to the Stockholders. The Parties acknowledge that all or certain of the Investors may require, as a condition to such Required Financing, that the Purchased Assets of the Company be subject to liens, pledges, encumbrances and Security Interests in favor of one or more of such Investors (collectively, the “Investor Collateral”). The terms and conditions of the Required Financing and Security Interests granted on Investor Collateral shall be reasonably acceptable to the Stockholders, as indicated in writing, such acceptance to not be unreasonably withheld. (c) The Parent has delivered to the Stockholders from White Oak Global Advisors, LLC (“White Oak”) a term sheet for up to $35,000,000 of senior debt financing (the “Financing Letter”). On or before January 7, 2016, the Parent shall deliver to the Stockholders drafts of a definitive loan and security agreement prepared by White Oak and such other evidence of equity financing for Parent demonstrating the availability of the Required Financing, all in such form and with such terms and conditions as are reasonably acceptable to the source of such Required Financing, the Parent and the Stockholders. The Stockholders may terminate this Agreement and the Transaction contemplated hereby in the event the Parent has not delivered a reasonably acceptable evidence of the Required Financing by January 7, 2016. All parties understand that there currently exists an Existing Stockholders Agreement between ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ that imposes certain rights and obligations as between them, so that if either Stockholder elects to terminate this Agreement, both Stockholders shall be deemed to have terminated this Agreement. (d) True and complete copies of all commitments, term sheets or other definitive loan and investment documents to be entered into between the Parent and any one or more Investor in connection with a proposed Required Financing the financing contemplated by the Current Commitment Letter, including (i) upon reasonable advance notice by Parent, participation in meetings, drafting sessions, due diligence sessions, management presentation sessions, “road shows” and sessions with rating agencies and (ii) using commercially reasonable efforts to prepare business projections and financial statements for inclusion in offering memoranda, private placement memoranda, prospectuses and similar documents; provided that, in each case, all out-of-pocket costs incurred by Target in connection therewith shall be promptly furnished to the Stockholders and their legal and financial advisorsreimbursed by Parent.

Required Financing. Each of Parent and MergerCo hereby agrees to use its reasonable best efforts to arrange the financing in respect of the Transactions and to satisfy the conditions set forth in the Financing Letters. Parent and MergerCo shall keep the Company informed of the status of their financing arrangements for the Transactions, including providing written notification to the Company as promptly as possible (abut in any event within forty-eight (48) Promptly following hours) with respect to (i) any indication that either of the date Lenders may be unable to provide the financing as contemplated by the Financing Letters, including without limitation, any indication from either of execution the Lenders that there has occurred a material disruption or material adverse change in the banking, financial or capital markets generally or in the market for senior credit facilities or for new issuances of this Agreementhigh yield securities which has caused or could cause such Lender to withdraw its commitment to provide financing as contemplated by the Financing Letters, (ii) the ability of Parent or MergerCo to satisfy any of the conditions set forth in the Financing Letters, and (iii) any adverse developments relating to the financing contemplated by the Financing Letters. Parent shall undertake provide written notice to the Company within twenty-four (24) hours if either of the Lenders has indicated to Parent or MergerCo that such Lender will be unable to provide the financing contemplated by the applicable Financing Letter (a "PARENT FINANCING NOTICE"). In the event Parent and MergerCo are unable to arrange any portion of such financing in the manner or from the sources contemplated by the Financing Letters, Parent and MergerCo shall arrange (or, in the event that such inability to arrange financing arises under the circumstances contemplated by Section 8.2(f) hereof, use its reasonable best efforts to arrange) any such portion from alternative sources on substantially the same terms and with substantially the same conditions as the portion of the financing that Parent and MergerCo were unable to arrange. The Company shall use its Reasonable Best Efforts reasonable best efforts to obtain from one or more reputable institutional investors, hedge funds, family offices or other lenders (collectively, the “Investors”) any combination of secured or unsecured debt or equity financing aggregating not less than Thirty-Five Million ($35,000,000) Dollars to enable the Buyer to pay the Base Purchase Price, other financial obligations owed pursuant to the DiscCo Merger Agreement, and all transaction expenses contemplated by this Agreement and the other Transaction Documents (the “Required Financing”). (b) The final terms and conditions of the Required Financing shall be reasonably acceptable to the Board of Directors of assist Parent and reasonably acceptable to the Stockholders. The Parties acknowledge that all or certain of the Investors may requireMergerCo in obtaining their financing; provided, as a condition to such Required Financinghowever, that the Purchased Assets obligation of the Company be subject to liens, pledges, encumbrances and Security Interests in favor of one or more of such Investors (collectively, the “Investor Collateral”). The terms and conditions of the Required Financing and Security Interests granted on Investor Collateral shall be reasonably acceptable to the Stockholders, as indicated in writing, such acceptance to not be unreasonably withheld. (c) The Parent has delivered to the Stockholders from White Oak Global Advisors, LLC (“White Oak”) a term sheet for up to $35,000,000 of senior debt financing (the “Financing Letter”). On or before January 7, 2016, the Parent shall deliver to the Stockholders drafts of a definitive loan and security agreement prepared by White Oak and such other evidence of equity financing for Parent demonstrating the availability of the Required Financing, all in such form and with such terms and conditions as are reasonably acceptable to the source of such Required Financing, the Parent and the Stockholders. The Stockholders may terminate this Agreement and the Transaction contemplated hereby in the event the Parent has not delivered a reasonably acceptable evidence of the Required Financing by January 7, 2016. All parties understand that there currently exists an Existing Stockholders Agreement between ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ that imposes certain rights and obligations as between them, so that if either Stockholder elects to terminate this Agreement, both Stockholders shall be deemed to have terminated this Agreement. (d) True and complete copies of all commitments, term sheets or other definitive loan and investment documents to be entered into between the Parent and any one or more Investor use its reasonable best efforts in connection with a proposed Required Financing the foregoing shall be promptly furnished only apply to reasonable and customary activities in this regard and shall not include any obligation to obtain any extraordinary waivers, consents or approvals to loan agreements, leases or other contracts or to agree to an adverse modification of the Stockholders and their legal and financial advisorsterms of any of such documents, to prepay or incur additional obligations to any other parties or to incur or become liable for any other costs or expenses.

Required Financing. Attached as Exhibit C-1 hereto are copies of commitment letters from (a) Promptly following Credit Suisse Securities (USA) LLC and Credit Suisse (the date of execution of this Agreement“CS Commitment Letter”), (b) Olympus (the Parent shall undertake “Olympus Debt Commitment Letter”) and shall use its Reasonable Best Efforts to obtain from one or more reputable institutional investors(c) OCM Mezzanine Fund II, hedge fundsL.P.(the “OCM Commitment Letter” and, family offices or other lenders (together with the CS Commitment Letter and the Olympus Debt Commitment Letter, collectively, the “InvestorsDebt Commitment Letters”) any combination of secured or unsecured debt or equity financing aggregating not less than Thirty-Five Million ($35,000,000) Dollars to enable the Buyer to pay the Base Purchase Price), other financial obligations owed pursuant to which the DiscCo Merger Agreementlenders party thereto have agreed, subject to the terms and all conditions set forth therein, to provide the necessary debt financing to Parent and MergerCo for the consummation of the transaction expenses contemplated by this Agreement and the other Transaction Documents hereby (the “Required Debt Financing”). . Attached as Exhibit C-2 is a copy of the commitment letter from Olympus Growth Fund IV, L.P. (b) The final the “Equity Commitment Letter” and together with the Debt Commitment Letters, the “Financing Commitments”), pursuant to which Olympus Growth Fund IV, L.P. has agreed, subject to the terms and conditions of set forth therein, to provide the Required Financing shall be reasonably acceptable necessary equity financing to the Board of Directors of Parent and reasonably acceptable to MergerCo for the Stockholders. The Parties acknowledge that all or certain of transactions contemplated hereby (the Investors may require, as a condition to such Required “Equity Financing, that ” and together with the Purchased Assets of the Company be subject to liens, pledges, encumbrances and Security Interests in favor of one or more of such Investors (collectivelyDebt Financing, the “Investor CollateralFinancing”). The Financing Commitments are in full force and effect as of the Original Date. Assuming the Financing contemplated by the Financing Commitments is consummated in accordance with their terms (including, without limitation, the execution and delivery of definitive agreements with respect to all of the Facilities (as defined in the CS Commitment Letter) containing the terms and conditions set forth in the CS Commitment Letter), the aggregate proceeds to be disbursed to Parent and MergerCo at Closing pursuant to the agreements contemplated by the Financing Commitments (which, in the case of the Required Financing CS Commitment Letter, shall only include the proceeds from the Initial First Lien Term Advance (as defined therein)) will be sufficient for them to pay (v) the Merger Consideration pursuant to Section 2.1, (w) the Indebtedness set forth on Schedule 2.3, (x) the Accelerated Earnout Payments, (y) the Company Expenses, and Security Interests granted on Investor Collateral shall be reasonably acceptable (z) any related fees and expenses incurred by Parent and MergerCo in connection with the Merger or the financing thereof. Subject to the Stockholdersother provisions of this Section 5.4, the only funding of proceeds under the CS Commitment Letter required to be received by Parent and MergerCo at Closing to fund the Merger will be the Initial First Lien Term Advance (as indicated in writing, such acceptance to not be unreasonably withheld. (cdefined therein) The Parent has delivered and nothing herein shall imply that the conditions precedent to the Stockholders from White Oak Global Advisorsfunding of the Facilities (as defined in the CS Commitment Letter) under the CS Commitment Letter, LLC other than (“White Oak”1) a term sheet for up to $35,000,000 all of senior debt financing (the “Financing Letter”). On or before January 7, 2016, the Parent shall deliver conditions applicable to the Stockholders drafts of a definitive loan and security agreement prepared by White Oak and such other evidence of equity financing for Parent demonstrating the availability Initial First Lien Term Advance (including, without limitation, all of the Required Financing, conditions applicable to the First Lien Facilities to the extent applicable to the Initial First Lien Term Advance) and (2) the execution and delivery of definitive agreements with respect to all of the Facilities (as defined in such form and with such the CS Commitment Letter) containing the terms and conditions as are reasonably acceptable set forth in the CS Commitment Letter), need to be satisfied at or prior to the source of such Required Financing, the Parent and the Stockholders. The Stockholders may terminate this Agreement and the Transaction contemplated hereby in the event the Parent has not delivered a reasonably acceptable evidence Closing of the Required Financing by January 7, 2016. All parties understand that there currently exists an Existing Stockholders Agreement between ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ that imposes certain rights and obligations as between them, so that if either Stockholder elects to terminate this Agreement, both Stockholders shall be deemed to have terminated this AgreementMerger. (d) True and complete copies of all commitments, term sheets or other definitive loan and investment documents to be entered into between the Parent and any one or more Investor in connection with a proposed Required Financing shall be promptly furnished to the Stockholders and their legal and financial advisors.