Common use of Sole Remedy Clause in Contracts

Sole Remedy. The Company acknowledges and agrees that the sole cash asset of each of Parent and Sub is cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Sub unless the Closing occurs, and that the Company shall not have any right to cause any monies to be contributed to Parent or Sub by any current, former or prospective equity holder, officer, member, manager, director, agent, employee, Affiliate or assignee of any of the Guarantors. The Company further agrees that it has no remedy, recourse or right of recovery against, or contribution from, any Guarantor or any of the Guarantors’ former, current or future stockholders, holders of any equity, partnership or limited liability company interest, officer, member, manager, director, employees, agents or Affiliates, or any Affiliate or assignee of any of the foregoing, (other than any Affiliate that has executed a limited guaranty in favor of the Company, to the extent of such Affiliate’s obligations under such guaranty) (collectively, “Guarantor Affiliates”), through Parent or Sub or otherwise, whether by or through attempted piercing of the corporate veil or similar action, by or through a claim by or on behalf of Parent or Sub against any Guarantor or any Guarantor Affiliate, or otherwise, except for its rights under this Limited Guaranty provided, however, that in the event any Guarantor (i) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or a substantial portion of its properties and other assets to any Person such that the sum of all the Guarantors’ remaining net assets plus uncalled capital is less than the Maximum Amount, then, and in each such case, the Company may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statue, regulation or other applicable law, against such continuing or surviving entity or such Person (in either case, a “Successor Entity”), as the case may be, but only to the extent of the unpaid liability of the Guarantors hereunder up to the Maximum Amount. Recourse against the Guarantors under this Limited Guaranty shall be the sole and exclusive remedy of the Company and all of its Affiliates against any Guarantor or any Guarantor Affiliate (other than against Parent or Sub for non-monetary damages) in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby. The Company hereby covenants and agrees that it shall not institute, and shall cause its respective Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby, against any Guarantor or any Guarantor Affiliate (other than against Parent or Sub for non-monetary damages) except for claims against any Guarantor under this Limited Guaranty. Nothing set forth in this Limited Guaranty shall affect or be construed to affect any liability of Parent or Sub to the Company or shall confer or give or shall be construed to confer or give to any Person other than the Company (including any Person acting in a representative capacity) any rights or remedies against any Person other than the Guarantors as expressly set forth herein.

Sole Remedy. (a) The Company Guaranteed Party acknowledges and agrees that that: (i) the sole cash asset of each of Parent and Sub is cash in a de minimis amount amount, and that no additional funds are expected to be contributed to Parent unless and until the Acceptance Time or Sub unless the Closing occurs, and that Effective Time; (ii) the Company Guarantors shall not have any right obligation or liability to cause any monies to be contributed to Parent Person relating to, arising out of or Sub by any currentin connection with the Merger Agreement, former this Limited Guarantee or prospective equity holderthe Equity Commitment Letter, officeror the transactions contemplated thereby or hereby, member, manager, director, agent, employee, Affiliate other than as expressly set forth herein or assignee of any of in the Guarantors. The Company further agrees that Equity Commitment Letter; and (iii) it has no remedy, recourse or and shall have no right of recovery against, or contribution from, any Guarantor against the Guarantors or any of the Guarantors’ former, current or future stockholders, holders of any equity, partnership or limited liability company interest, officer, member, manager, director, employees, agents or Affiliates, or any Affiliate or assignee of any of the foregoing, Guarantor’s Related Persons (other than any Affiliate that has executed a limited guaranty in favor of the Company, to the extent of such Affiliate’s obligations under such guaranty) (collectively, “Guarantor Affiliates”as defined below), through any Guarantor, Parent or Sub or otherwise, whether by or through attempted piercing of the corporate veil corporate, limited liability company or similar actionlimited partnership veil, by or through a claim by or on behalf of Parent or Sub against any Guarantor the Guarantors or any Guarantor AffiliateRelated Person of any Guarantor, or otherwise, except for its rights against the Guarantors under this Limited Guaranty provided, however, that in the event any Guarantor (i) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or a substantial portion of its properties and other assets to any Person such that the sum of all the Guarantors’ remaining net assets plus uncalled capital is less than the Maximum Amount, then, and in each such case, the Company may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statue, regulation or other applicable law, against such continuing or surviving entity or such Person (in either case, a “Successor Entity”), as the case may be, but only Guarantee pursuant to the extent of the unpaid liability of the Guarantors hereunder up terms and subject to the Maximum Amount. conditions hereof and Retained Claims (as defined below). (b) Recourse against the Guarantors under this Limited Guaranty Guarantee shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of the Company Guaranteed Party and all of its Affiliates (as defined in the Merger Agreement) against the Guarantors and any Guarantor or any Guarantor Affiliate (other than against Parent or Sub for non-monetary damages) of Guarantor’s Related Persons in respect of any liabilities breaches, losses or obligations arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby. The Company hereby covenants and agrees that it shall not institute, and shall cause its respective Affiliates not to institute, any proceeding or bring any other claim damages arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby, against including in respect of any Guarantor oral representations made or any Guarantor Affiliate alleged to be made in connection therewith (other than any (a) remedies available pursuant to the terms and subject to the conditions of the Equity Commitment Letter and the Confidentiality Agreement, and (b) remedies available against Parent or Merger Sub for non-monetary damages) except for claims against any Guarantor under this Limited Guaranty. Nothing set forth in this Limited Guaranty shall affect or be construed to affect any liability of Parent or Sub pursuant to the Company or Merger Agreement under the terms and subject to the conditions thereof (clauses (a) and (b), collectively, the “Retained Claims”). The Guaranteed Party hereby covenants and agrees that it shall confer or give or shall be construed to confer or give to any Person other than the Company (including any Person acting in a representative capacity) any rights or remedies against any Person other than the Guarantors as expressly set forth herein.not institute, and shall

Sole Remedy. a. The Company acknowledges and agrees that that, as of the sole cash asset of each of date hereof, neither Parent nor ▇▇▇▇▇▇ Sub has any assets, other than their respective rights under the Merger Agreement, the Equity Commitment Letter and Sub is cash in a de minimis amount the agreements contemplated thereby. The Company acknowledges and that agrees that, except as specifically contemplated by the Equity Commitment Letter and the Debt Commitment Letter, no additional significant funds are expected to be contributed to Parent or Merger Sub unless the Closing occurs, and that that, except for rights against Parent and Merger Sub to the extent expressly provided in the Equity Commitment Letter and Section 10.7 of the Merger Agreement and subject to all of the terms, conditions and limitations herein and therein, the Company shall not have any right to cause any monies assets to be contributed to Parent or Merger Sub by the Guarantor, any current, former Guarantor Affiliate (as defined below) or prospective equity holder, officer, member, manager, director, agent, employee, Affiliate any other Person. b. The Guarantor shall not have any obligation or assignee of liability to any of the GuarantorsPerson under this Limited Guarantee other than as expressly set forth herein. The Company further agrees that it has no remedy, recourse or right of recovery against, or contribution from, and no personal liability shall attach to, (i) any Guarantor former, current or future, director, officer, employee, agent or Affiliates of any of the Guarantors’ Guarantor, Topco, Parent or Merger Sub, (ii) any lender or prospective lender, lead arranger, arranger, or lending agent or representative of or to Topco, Parent or Merger Sub, (iii) any former, current or future, holder of any securities or any equity interests of any kind of the Guarantor, Topco, Parent or Merger Sub (whether such holder is a limited or general partner, member, stockholder or otherwise), or (iv) any former, current or future stockholdersassignee of the Guarantor, holders of Topco, Parent or Merger Sub or any equityformer, partnership current or limited liability company interestfuture director, officer, memberemployee, agent, general or limited partner, manager, directormember, employeesstockholder, agents or AffiliatesAffiliate, or any Affiliate controlling person or assignee of any of the foregoingforegoing (those Persons described in the foregoing clauses (i), (ii), (iii) and (iv), together with any other than Non-Recourse Parent Party (as defined in the Equity Commitment Letter), but excluding Topco, Parent, Merger Sub, the Guarantor or any Affiliate of their respective subsidiaries or any assignee permitted in accordance with the Merger Agreement or the Equity Commitment Letter or any such Persons that has executed a limited guaranty in favor of the Company, are party to the extent of such Affiliate’s obligations under such guaranty) Rollover Agreements or the Voting Agreement (collectivelybut solely in their capacity as such), being referred to herein collectively as “Guarantor Affiliates”), through the Guarantor, Parent or Merger Sub or otherwise, whether by or through attempted piercing of the corporate veil or similar action, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable law, by or through a claim by or on behalf of the Guarantor, Topco, Parent or Merger Sub against any Guarantor or the Guarantor, any Guarantor Affiliate, Topco, Parent or otherwiseMerger Sub or otherwise in respect of any liabilities or obligations relating to, except arising out of or in connection with, this Limited Guarantee, except, in each case, for (w) its rights against the Guarantor under this Limited Guaranty providedGuarantee, however(x) its third party beneficiary rights under the Equity Commitment Letter, that (y) its rights against the committed parties under the Rollover Agreements or Voting Agreement and (z) its rights against Parent or Merger Sub under, and in accordance with, the terms and conditions of the Merger Agreement; provided that, in the event any that the Guarantor (i) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or a substantial portion of its properties and other assets to any Person such that the sum of all the Guarantors’ Guarantor’s remaining net assets plus uncalled capital is less than the Maximum AmountParent Cap (less amounts paid under this Limited Guarantee prior to such event), then, and in each such case, the Company may seek shall be entitled to recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statue, regulation or other applicable law, against such continuing or surviving entity or such Person (in either case, a “Successor Entity”), as the case may be, but only to the extent of the unpaid liability of the Guarantors Guarantor hereunder up to the Maximum Amountamount of the Guaranteed Obligations for which the Guarantor is liable, as determined in accordance with this Limited Guarantee. Recourse Except for Permitted Claims (as defined below), recourse against the Guarantors Guarantor and any Successor Entity to the Guarantor under this Limited Guaranty Guarantee shall be the sole and exclusive remedy of the Company and all of its Affiliates and Subsidiaries against any the Guarantor or and any Guarantor Affiliate (other than against Parent or Sub for non-monetary damages) in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby. , and such recourse shall be subject to the limitations described herein and therein. c. The Company hereby covenants and agrees that it shall not institute, and shall cause its respective controlled Affiliates (which, for the avoidance of doubt, shall not include any Affiliated Stockholders or Specified Persons) not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement or Agreement, this Limited Guarantee, the Equity Commitment Letter or, in each case, the transactions contemplated hereby or thereby, against any the Guarantor or any Guarantor Affiliate except for (other than i) claims against the Guarantor and any Successor Entity to the Guarantor under and in accordance with this Limited Guarantee (collectively, “Guarantee Claims”), (ii) claims by the Company against Parent or Merger Sub for non-monetary damagesunder and in accordance with the Merger Agreement (“Merger Agreement Claims”), and (iii) except for claims against Topco, Parent ▇. ▇▇▇▇▇ and any Guarantor Successor Entity under and in accordance with the Equity Commitment Letter (“Equity Funding Claims”), (iv) claims against the parties to the Confidentiality Agreement, subject to the terms of the Confidentiality Agreement and (v) claims to enforce the terms of the Rollover Agreement and the Voting Agreement, as applicable, in accordance with the terms of the Rollover Agreement and the Voting Agreement, as applicable ((i)-(v) together, the “Permitted Claims”). d. For all purposes of this Limited Guaranty. Nothing set forth Guarantee, a Person shall be deemed to have pursued a claim against another Person if such first Person brings a legal action against such Person, adds such other Person to an existing legal action, suit or proceeding, or otherwise asserts in this Limited Guaranty shall affect or be construed to affect writing a legal claim of any liability of Parent or Sub nature relating to the Company or shall confer or give or shall be construed to confer or give to any Merger Agreement and the other agreements contemplated hereby against such Person other than such actions as are expressly contemplated and permitted in the Company Merger Agreement and the other agreements contemplated hereby (including any Person acting in a representative capacity) any rights or remedies against any Person other than the Guarantors as expressly set forth hereinPermitted Claims).

Sole Remedy. (a) The Company acknowledges and agrees that the sole cash asset of each separate legal entity existence of Parent and Merger Sub is cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Sub unless the Closing occurs, and that the Company shall not have any right to cause any monies to be contributed to Parent or Sub by any current, former or prospective equity holder, officer, member, manager, director, agent, employee, Affiliate or assignee of any apart from each of the Guarantors. The Company further agrees and acknowledges that it no Person other than the Guarantors has no any obligations hereunder and that, notwithstanding that the Guarantors may be limited partnerships, the Company does not have any remedy, recourse or right of recovery against, or contribution from, (i) any Guarantor or any of the Guarantors’ former, current or future stockholdersdirect or indirect general or limited partner, holders stockholder, holder of any equity, partnership or limited liability company interest, officer, member, manager, director, employeesemployee, agents agent, attorney, controlling Person, assignee or Affiliatesaffiliate of any Guarantor, (ii) Parent or Merger Sub, (iii) any Affiliate lender or prospective lender, lead arranger, arranger, agent or representative of or to Parent or Merger Sub or (iv) any former, current or future direct or indirect general or limited partner, stockholder, holder of any equity, partnership or limited liability company interest, officer, member, manager, director, employee, agent, attorney, controlling Person, assignee or affiliate of any of the foregoing, foregoing (other than Parent, Merger Sub and any Affiliate that has executed a limited guaranty in favor of the Company, to the extent of such Affiliate’s obligations under such guarantyGuarantors) (collectively, those Persons and entities described in the foregoing clauses (i) through (iv) being referred to herein collectively as “Guarantor Affiliates”), through Parent or any Guarantor, Parent, Merger Sub or otherwise, whether by or through attempted piercing of the corporate veil or similar action, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, by or through a claim by or on behalf of any Guarantor, Parent or Merger Sub against any Guarantor or any Guarantor Affiliate, or otherwise, except for its rights under this Limited Guaranty the Retained Claims (as defined below); provided, however, that in the event any Guarantor (ix) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (iiy) transfers or conveys all or a substantial portion of its properties and other assets to any Person such that the sum of all the Guarantors’ of such Guarantor’s remaining net assets plus uncalled capital commitment is less than such Guarantor’s Pro Rata Percentage (as defined below) of the Maximum AmountParent Termination Fee, then, and in each such case, the Company may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statuestatute, regulation or other applicable lawLaw, against such continuing or surviving entity or such Person (in either case, a “Successor Entity”), as the case may be, but only to the extent of the unpaid liability of the Guarantors hereunder up to the Maximum Amount. Recourse against applicable Pro Rata Percentage of the Guarantors under Guaranteed Obligations for which such Guarantor is liable, as determined in accordance with this Limited Guarantee. As used herein, unless otherwise specified, the term Guarantor shall include such Guarantor’s Successor Entity. (b) The Company hereby covenants and agrees that it shall not institute, and shall cause each of its Subsidiaries, Affiliates, the other Company Related Parties and their respective Representatives not to institute, directly or indirectly, any Action or bring any claim arising under, or in connection with, this Limited Guarantee, the Offer, the Merger Agreement, the Equity Commitment Letter, the Debt Commitment Letter or the transactions contemplated hereby or thereby, against any Guarantor or any Guarantor Affiliate except for (i) claims by the Company against any Guarantor under, in accordance with and subject to all limitations of this Limited Guarantee (the “Retained Guaranty Claims”), (ii) claims by the Company against Parent under and in accordance with and subject to all limitations set forth in the Merger Agreement (the “Retained Merger Agreement Claims”), (iii) with respect to the Mutual Nondisclosure Agreement, dated January 28, 2024, between the Company and ▇▇▇▇▇▇▇ Capital Management, LLC (“▇▇▇▇▇▇▇”, and such Mutual Nondisclosure Agreement, the “NDA”), claims by the Company against ▇▇▇▇▇▇▇ under and in accordance with the NDA (the “Retained NDA Claims”) or (iv) to the extent (but only to the extent) the Company is expressly entitled to enforce the Equity Commitment Letter in accordance with Section 7 of the Equity Commitment Letter and Section 11.8 of the Merger Agreement, and subject to all of the terms, conditions and limitations herein and therein, claims by the Company against Parent seeking to cause Parent to enforce the Equity Commitment Letter in accordance with its terms (the “Retained Equity Commitment Claims” and together with the Retained Guaranty Claims, the Retained Merger Agreement Claims and the Retained NDA Claims, the “Retained Claims”). (c) Recourse (i) against each Guarantor, as applicable, solely with respect to the Retained Guaranty Claims, (ii) against Parent with respect to the Retained Merger Agreement Claims, (iii) against ▇▇▇▇▇▇▇ solely with respect to the Retained NDA Claims and (iv) against Parent and the Investors (as defined in the Equity Commitment Letter) with respect to the Retained Equity Commitment Claims, shall be the sole and exclusive remedy of the Company and all of its Affiliates against any Guarantor or any Guarantor Affiliate (other than against Parent or Sub for non-monetary damages) in respect of any liabilities or obligations arising under, or in connection with, the Offer, the Merger Agreement Agreement, this Limited Guarantee, the Equity Commitment Letter and the NDA or the transactions contemplated thereby. The Company hereby covenants thereby and agrees that it shall not institutehereby, and such recourse shall cause its respective Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby, against any Guarantor or any Guarantor Affiliate (other than against Parent or Sub for non-monetary damages) except for claims against any Guarantor under this Limited Guaranty. Nothing set forth in this Limited Guaranty shall affect or be construed to affect any liability of Parent or Sub subject to the Company or shall confer or give or shall be construed to confer or give to any Person other than the Company (including any Person acting in a representative capacity) any rights or remedies against any Person other than the Guarantors as expressly set forth hereinlimitations described herein and therein.

Sole Remedy. The Company acknowledges Except in the case of fraud or any material and agrees willful breach (meaning an action or omission that at the sole cash asset of each of Parent time taken or made is both deliberate and Sub is cash in a de minimis amount and that no additional funds are expected known to be contributed a material breach by the applicable Party): (i) Parent’s right to Parent or Sub unless the Closing occurs, and that receive the Company shall not have any right to cause any monies to be contributed to Parent or Sub by any current, former or prospective equity holder, officer, member, manager, director, agent, employee, Affiliate or assignee of any of the Guarantors. The Company further agrees that it has no remedy, recourse or right of recovery against, or contribution from, any Guarantor or any of the Guarantors’ former, current or future stockholders, holders of any equity, partnership or limited liability company interest, officer, member, manager, director, employees, agents or Affiliates, or any Affiliate or assignee of any of the foregoing, (other than any Affiliate that has executed a limited guaranty in favor of the Company, Termination Fee to the extent of such Affiliateowed pursuant to Section 8.3(b) and Parent’s obligations under such guaranty) (collectively, “Guarantor Affiliates”), through Parent or Sub or otherwise, whether by or through attempted piercing of the corporate veil or similar action, by or through a claim by or on behalf of Parent or Sub against any Guarantor or any Guarantor Affiliate, or otherwise, except for its rights under this Limited Guaranty provided, however, that in the event any Guarantor (i) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or a substantial portion of its properties and other assets right to any Person such that the sum of all the Guarantors’ remaining net assets plus uncalled capital is less than the Maximum Amount, then, and in each such case, the Company may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statue, regulation or other applicable law, against such continuing or surviving entity or such Person (in either case, a “Successor Entity”), as the case may be, but only specific performance pursuant to the extent of the unpaid liability of the Guarantors hereunder up to the Maximum Amount. Recourse against the Guarantors under this Limited Guaranty Section 9.8 shall be the sole and exclusive remedy remedies of Parent and Merger Sub and each of their respective Affiliates against (A) the Company, its Subsidiaries and each of their respective Affiliates; and (B) the former, current and future holders of any equity, controlling Persons, directors, officers, employees, agents, attorneys, Affiliates, members, managers, general or limited partners, stockholders and assignees of each of the Company, its Subsidiaries and each of their respective Affiliates (collectively, the “Company Related Parties”) in respect of this Agreement, any agreement executed in connection herewith and the transactions contemplated hereby and thereby, and upon payment of such amount (to the extent owed), none of the Company Related Parties shall have any further liability or obligation to Parent or Merger Sub relating to or arising out of this Agreement, any agreement executed in connection herewith or the transactions contemplated hereby and all thereby (except that the Parties (or their Affiliates) shall remain obligated with respect to, and Parent and Merger Sub and their respective Subsidiaries may be entitled to remedies with respect to, the Confidentiality Agreement and Section 8.3(a), as applicable); and (ii) the Company’s right to receive the Parent Termination Fee to the extent owed pursuant to Section 8.3(c) and Company’s right to specific performance pursuant to Section 9.8 shall be the sole and exclusive remedies of Company and each of its Affiliates against (A) Parent, Merger Sub, their respective Subsidiaries and each of their respective Affiliates; and (B) the former, current and future holders of any Guarantor equity, controlling Persons, directors, officers, employees, agents, attorneys, Affiliates, members, managers, general or any Guarantor Affiliate limited partners, stockholders and assignees of each of the Parent, Merger Sub, their respective Subsidiaries and each of their respective Affiliates (other than against collectively, the “Parent or Sub for non-monetary damagesRelated Parties”) in respect of this Agreement, any liabilities or obligations arising under, or agreement executed in connection withherewith and the transactions contemplated hereby and thereby, and upon payment of such amount (to the Merger Agreement extent owed), none of the Parent Related Parties shall have any further liability or obligation to the Company relating to or arising out of this Agreement, any agreement executed in connection herewith or the transactions contemplated thereby. The Company hereby covenants and agrees thereby (except that it the Parties (or their Affiliates) shall not instituteremain obligated with respect to, and shall cause the Company and its respective Affiliates not Subsidiaries may be entitled to institute, any proceeding or bring any other claim arising under, or in connection withremedies with respect to, the Merger Confidentiality Agreement or the transactions contemplated therebyand Section 8.3(a), against any Guarantor or any Guarantor Affiliate (other than against Parent or Sub for non-monetary damages) except for claims against any Guarantor under this Limited Guaranty. Nothing set forth in this Limited Guaranty shall affect or be construed to affect any liability of Parent or Sub to the Company or shall confer or give or shall be construed to confer or give to any Person other than the Company (including any Person acting in a representative capacity) any rights or remedies against any Person other than the Guarantors as expressly set forth hereinapplicable).

Sole Remedy. (a) The Company Guaranteed Party acknowledges and agrees agrees, on behalf of itself and its Related Persons, that: (i) notwithstanding anything that may be expressed or implied in this Limited Guarantee, the sole cash asset of each of Parent and Sub is cash Merger Agreement, the Equity Commitment Letter, any other Transaction Document or any other document or instrument delivered in a de minimis amount and that no additional funds are expected to be contributed to Parent connection herewith or Sub unless therewith, the Closing occurs, and that the Company Guarantors shall not have any right obligation or liability to cause any monies to be contributed to Parent person relating to, arising out of or Sub by any currentin connection with, former or prospective equity holderthis Limited Guarantee, officerthe Merger Agreement, member, manager, director, agent, employee, Affiliate or assignee of any the Equity Financing Commitment of the Guarantors. The Company further agrees , dated as of the date hereof (as may be amended, restated, supplemented or otherwise modified, the “Equity Commitment Letter”), any other Transaction Document or any other document or instrument delivered in connection herewith or therewith or the transactions contemplated hereby or thereby (or the termination or abandonment thereof), other than as expressly set forth herein or therein, and that it no person other than the Guarantors shall have any liability or obligation hereunder; and (ii) notwithstanding that each Guarantor is a partnership, limited partnership or limited liability company, the Guaranteed Party has no and shall have no right of remedy, recourse or right of recovery against(whether at Law or equity or in tort, or contribution from, any Guarantor or any of the Guarantors’ former, current or future stockholders, holders of any equity, partnership or limited liability company interest, officer, member, manager, director, employees, agents or Affiliates, or any Affiliate or assignee of any of the foregoing, (other than any Affiliate that has executed a limited guaranty in favor of the Company, to the extent of such Affiliate’s obligations under such guaranty) (collectively, “Guarantor Affiliates”), through Parent or Sub contract or otherwise, whether by or through attempted piercing of the corporate veil or similar action, by or through a claim by or on behalf of Parent or Sub against any Guarantor or any Guarantor Affiliate, or otherwise, except for its rights under this Limited Guaranty provided, however, that in the event any Guarantor (i) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or a substantial portion of its properties and other assets to any Person such that the sum of all the Guarantors’ remaining net assets plus uncalled capital is less than the Maximum Amount, then, and in each such case, the Company may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statue, regulation or other applicable law, against such continuing or surviving entity or such Person (in either case, a “Successor Entity”), as the case may be, but only to the extent of the unpaid liability of the Guarantors hereunder up to the Maximum Amount. Recourse against the Guarantors under this Limited Guaranty shall be the sole and exclusive remedy of the Company and all of its Affiliates against any Guarantor or any Guarantor Affiliate Guarantor’s Related Persons (other than against Parent or Sub for non-monetary damagesany Related Person of such Persons), and no personal liability or obligation whatsoever shall attach to any Guarantor’s Related Persons (or any Related Person of such persons) in respect of (including, without limitation, any liabilities or obligations arising under, or in connection with, this Limited Guarantee, the Merger Agreement Agreement, the Equity Commitment Letter, any other Transaction Document or any other document or instrument delivered in connection herewith or therewith or the transactions contemplated therebyhereby or thereby (or the termination or abandonment thereof), or in respect of any oral representations made or alleged to be made in connection therewith or herewith, including in the event Parent or Merger Sub breaches (whether willfully, intentionally, unintentionally or otherwise) its obligations under this Limited Guarantee, the Merger Agreement, the Equity Commitment Letter, any other Transaction Document or any other document or instrument delivered in connection herewith or therewith or otherwise, whether or not any such breach is caused by the Guarantors breach (whether willfully, intentionally, unintentionally or otherwise) of their obligations under this Limited Guarantee), in each case, whether by or through any Guarantor, Parent, Merger Sub or any other person, whether by or through attempted piercing of the corporate, limited liability company or limited partnership veil or similar action, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, by or through a claim (whether at Law or equity or in tort, contract or otherwise) by or on behalf of Parent or Merger Sub against the Guarantors or any Related Person of any Guarantor (or any Related Person of such persons), or otherwise, except for (and, in each case, solely to the extent of) (1) its rights against Parent and Merger Sub solely to the extent expressly provided under the Merger Agreement and solely pursuant to the terms and subject to the conditions thereof and (2) its rights against the Guarantors solely to the extent expressly provided under this Limited Guarantee and solely pursuant to the terms and subject to the conditions hereof, and in no event shall the Guaranteed Party or any of its Related Persons (or any Related Person of such persons) seek any damages of any kind or any other recovery, judgment, or remedies of any kind (including multiple, consequential, indirect, special, statutory, exemplary or punitive damages) in excess of the Maximum Aggregate Amount against the Guarantors or any Related Person of any Guarantor (or any Related Person of such persons) pursuant to the terms and subject to the conditions hereof (or, with respect to each Guarantor, more than the lesser of (x) such Guarantor’s Maximum Guarantor Amount, if any and (y) such Guarantor’s Pro Rata Percentage of the Maximum Aggregate Amount). (b) The recourse against the Guarantors under this Limited Guarantee shall be the sole and exclusive remedy (whether at Law, in equity, in contract, in tort or otherwise) of the Guaranteed Party and all of its Related Persons against the Guarantors and any Guarantor’s Related Persons (and any Related Person of such Related Persons), and none of the Guarantors nor any Guarantor’s Related Persons (nor any Related Person of such persons) will have any obligation or liability to any person, in each case, in respect of any breaches, losses, damages, liabilities or obligations arising under, or in connection with, this Limited Guarantee, the Merger Agreement, the Equity Commitment Letter, any other Transaction Document or any other document or instrument delivered in connection herewith or therewith or the transactions contemplated hereby or thereby (or the termination or abandonment thereof), including in respect of any oral representations made or alleged to be made in connection herewith or therewith. The Company Guaranteed Party hereby unconditionally and irrevocably covenants and agrees that it shall not institute, directly or indirectly, and shall cause its respective Affiliates Related Persons (and any Related Person of such persons) not to institute, directly or indirectly, any proceeding or bring any other claim (whether at Law, in equity, in contract, in tort or otherwise) arising under, or in connection with, this Limited Guarantee, the Merger Agreement Agreement, the Equity Commitment Letter, any other Transaction Document or any other document or instrument delivered in connection herewith or therewith or the transactions contemplated therebyhereby or thereby (or the termination or abandonment thereof), or in respect of any oral representations made or alleged to be made in connection herewith or therewith, against any Guarantor or any Guarantor Affiliate Related Person (other than or any Related Person of such persons), except for (x) claims of the Guaranteed Party against the Guarantors solely pursuant to the terms and subject to the conditions of this Limited Guarantee and (y) claims of the Guaranteed Party against Parent or and Merger Sub for non-monetary damages) except for claims against any Guarantor under this Limited Guarantysolely pursuant to the terms and subject to the conditions of the Merger Agreement. Nothing set forth As used in this Limited Guaranty Guarantee, the term “Related Person” shall affect or be construed to affect any liability of Parent or Sub to the Company or shall confer or give or shall be construed to confer or give mean, with respect to any Person other than person, any former, current or future direct or indirect equity holder, controlling person, general or limited partner, officer, director, employee, investment professional, manager, equity holder, member, agent, affiliate, assignee, Representative or financing source of any of the Company (including any Person acting foregoing; provided, that the definition of “Related Person” shall exclude the undersigned in a representative capacity) any rights or remedies against any Person other than respect of its express obligations hereunder and Parent and Merger Sub in respect of their respective express obligations under the Guarantors as expressly set forth hereinMerger Agreement.

Sole Remedy. The Company acknowledges and agrees that the sole cash asset of each of Parent and Sub Merger Subsidiary is cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Sub Merger Subsidiary unless the Closing occurs. Notwithstanding anything that may be expressed or implied in this Limited Guarantee, and that the Company shall not have any right to cause any monies to be contributed to Parent or Sub by any current, former or prospective equity holder, officer, member, manager, director, agent, employee, Affiliate or assignee of any of the Guarantors. The Company further agrees that it has no remedy, recourse or Person will have any right of recovery against, or contribution fromand no personal liability will attach (for any reason) to, any Guarantor or any of the Guarantors’ Guarantor’s, Parent’s or Merger Subsidiary’s former, current or future stockholders, holders of any equityAffiliates, partnership or limited liability company interestcontrolling persons, officermembers, member, manager, directormanagers, employees, agents agents, officers or directors or any former, current or future stockholders, Affiliates, general or any Affiliate limited partners, controlling persons, members, managers, employees, agents, officers or assignee of any directors of the foregoingforegoing (collectively (but not including Parent and Merger Subsidiary), (other than any Affiliate that has executed a limited guaranty in favor of the Company, to the extent of such Affiliate’s obligations under such guaranty) (collectively, “Guarantor AffiliatesNon-Recourse Parties”), through Parent or Sub and Merger Subsidiary or otherwise, whether by or through attempted piercing of the corporate veil or similar actionveil, whether by or through a claim (whether in tort, contract or otherwise) by or on behalf of Parent or Sub Merger Subsidiary against the Non-Recourse Parties, whether in respect of any Guarantor oral representations made or any Guarantor Affiliatealleged to be made in connection herewith, or otherwiseotherwise (including any claim to enforce the Equity Commitment Letter), except for its rights under this Limited Guaranty providedGuarantee, however, that in under the event any Guarantor (i) consolidates with or merges with any other Person Merger Agreement and is not under the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or a substantial portion of its properties Confidentiality Agreement. Notwithstanding anything to the contrary contained herein and other assets than with respect to any Person such that a claim brought under the sum of all the Guarantors’ remaining net assets plus uncalled capital is less than the Maximum AmountConfidentiality Agreement, then, and in each such case, the Company may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statue, regulation or other applicable law, against such continuing or surviving entity or such Person (in either case, a “Successor Entity”), as the case may be, but only to the extent of the unpaid liability of the Guarantors hereunder up to the Maximum Amount. Recourse recourse against the Guarantors Guarantor under this Limited Guaranty Guarantee shall be the sole and exclusive remedy of the Company and all of its their respective Affiliates against the Guarantor and any Guarantor or any Guarantor Affiliate (other than against Parent or Sub for non-monetary damages) of its respective Affiliates in respect of any liabilities or obligations arising under, or in connection with, or in respect of, the Merger Agreement Agreement, the Equity Commitment Letter, this Limited Guarantee or the transactions contemplated thereby. The Company hereby covenants and agrees that it shall not institute, and shall cause its respective Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby, against any Guarantor or any Guarantor Affiliate (other than against Parent or Sub for non-monetary damages) except for claims against any Guarantor under this Limited Guaranty. Nothing set forth in this Limited Guaranty shall affect fraud or be construed to affect any liability of Parent or Sub to the Company or shall confer or give or shall be construed to confer or give to any Person other than the Company (including any Person acting in a representative capacity) any rights or remedies against any Person other than the Guarantors as expressly set forth hereinwillful misconduct.

Sole Remedy. (a) The Company acknowledges and agrees that that, as of the sole cash asset of each of date hereof, neither Parent nor Sub has any assets, other than their respective rights under the Merger Agreement and Sub is cash in a de minimis amount the agreements contemplated thereby. Except as specifically contemplated by this Limited Guarantee or the Equity Commitment Letter, the Company acknowledges and agrees that no additional funds are expected to be contributed to Parent or Sub unless the Offer Closing or Merger Closing occurs, and that that, except for rights against Parent and Sub to the extent expressly provided in the fourth paragraph of the Equity Commitment Letter and Section 11.10(b) of the Merger Agreement and subject to all of the terms, conditions and limitations herein and therein, the Company shall not have any right to cause any monies assets to be contributed to Parent or Sub by the Guarantor, any currentGuarantor Affiliate (as defined below) or any other Person. (b) Without limiting any obligations of Parent or Sub under the Merger Agreement or Guarantor under the Equity Commitment Letter, former or prospective equity holder, officer, member, manager, director, agent, employee, Affiliate or assignee of any of the Guarantors. The Company further agrees that it the Guarantor shall not have any obligation or liability to any Person relating to, arising out of or in connection with this Limited Guarantee other than as expressly set forth herein and that the Company has no remedy, recourse or right of recovery against, or contribution from, and no personal liability shall attach to, (i) any Guarantor former, current or any future, direct or indirect director, officer, employee or agent of the Guarantors’ Guarantor, Parent, Sub or the NDA Party, (ii) any former, current or future, direct or indirect Affiliate of the Guarantor, Parent, Sub or the NDA Party (other than the Guarantor, Parent, Sub and the NDA Party, but only for Guarantee Claims, Merger Agreement Claims, Equity Commitment Claims and Confidentiality Agreement Claims (each as defined below)), (iii) any lender or prospective lender, lead arranger, arranger, agent or representative of or to the Guarantor, Parent, Sub or the NDA Party, (iv) any former, current or future, direct or indirect holder of any Equity Interests or securities of the Guarantor, Parent, Sub or the NDA Party (whether such holder is a limited or general partner, member, stockholder or otherwise) (other than the Guarantor, Parent, Sub and the NDA Party, but only for Guarantee Claims, Merger Agreement Claims, Equity Commitment Claims and Confidentiality Agreement Claims), or (v) any former, current or future stockholdersassignee of the Guarantor, holders of Parent, Sub or the NDA Party or any equityformer, partnership current or limited liability company interestfuture director, officer, memberemployee, agent, general or limited partner, manager, directormember, employeesstockholder, agents or AffiliatesAffiliate, or any Affiliate controlling person, representative or assignee of any of the foregoing, foregoing (other than any Affiliate that has executed a limited guaranty in favor of the CompanyGuarantor, to Parent, Sub and the extent of such Affiliate’s obligations under such guarantyNDA Party, but only for Guarantee Claims, Merger Agreement Claims, Equity Commitment Claims and Confidentiality Agreement Claims) (collectivelythose Persons described in the foregoing clauses (i), (ii), (iii) and (iv), together, with any other Non-Recourse Parent Party (as defined in the Equity Commitment Letter), being referred to herein collectively as “Guarantor Affiliates”), through Parent the Guarantor, Parent, Sub or Sub the NDA Party or otherwise, whether by or through attempted piercing of the corporate veil or similar action, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, by or through a claim by or on behalf of the Guarantor, Parent, Sub or the NDA Party against the Guarantor, any Guarantor Affiliates, the NDA Party, Parent or Sub against or otherwise in respect of any Guarantor liabilities or any Guarantor Affiliateobligations relating to, arising out of or otherwisein connection with, except this Limited Guarantee, except, in each case, for (w) its rights against the Guarantor under this Limited Guaranty providedGuarantee, however(x) its third party beneficiary rights under the Equity Commitment Letter, (y) its rights and remedies against the NDA Party under the Confidentiality Agreement and (z) its rights against Parent or Sub under, and in accordance with, the terms and conditions of the Merger Agreement; provided that in the event any the Guarantor (i) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or a substantial portion of its properties and other assets to any Person such that the sum of all the Guarantors’ Guarantor’s remaining net assets plus its uncalled capital is less than the Maximum AmountLiability Cap (less amounts paid under this Limited Guarantee prior to such event), then, and in each such case, the Company may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statue, regulation or other applicable lawLaw, against such continuing or surviving entity or such Person (in either case, a “Successor Entity”), as the case may be, but only to the extent of the unpaid liability of the Guarantors Guarantor hereunder up to the Maximum Amountamount of the Guaranteed Obligations for which the Guarantor is liable, as determined in accordance with this Limited Guarantee. Recourse Except for Guarantee Claims, Merger Agreement Claims, Equity Commitment Claims and Confidentiality Agreement Claims (each as defined below), recourse against the Guarantors Guarantor and any Successor Entity under this Limited Guaranty Guarantee shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of the Company and all of its Affiliates and Subsidiaries against any the Guarantor or and any Guarantor Affiliate (other than against Parent or Sub for non-monetary damages) in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby. , and such recourse shall be subject to the limitations described herein and therein. (c) The Company hereby covenants and agrees that it shall not institute, and shall cause its respective Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement or Agreement, this Limited Guarantee, the Equity Commitment Letter or, in each case, the transactions contemplated thereby, against any the Guarantor or any Guarantor Affiliate except for (other than i) claims by the Company against the Guarantor and any Successor Entity under and in accordance with this Limited Guarantee (“Guarantee Claims”), (ii) claims by the Company against Parent or Sub for non-monetary damagesunder and in accordance with the Merger Agreement (“Merger Agreement Claims”), (iii) except for claims by the Company against the NDA Party under and in accordance with the Confidentiality Agreement (“Confidentiality Agreement Claims”) and (iv) to the extent (but only to the extent) the Company is expressly entitled under the Merger Agreement to cause Parent to enforce the Equity Commitment Letter in accordance with the terms thereof, claims by the Company against Parent seeking to cause Parent to enforce the Equity Commitment Letter in accordance with its terms and subject to the limitations in the Merger Agreement (“Equity Commitment Claims”), and the Company hereby, on behalf of itself and its Affiliates (and to the extent permitted by Law, its Representatives), hereby releases the Guarantor and each Guarantor Affiliate from and with respect to any Guarantor under and all claims, known or unknown, now existing or hereafter arising, under, or in connection with, the Merger Agreement, this Limited Guaranty. Nothing set forth Guarantee, the Equity Commitment Letter or, in this Limited Guaranty shall affect each case, the transactions contemplated thereby or be construed to affect any otherwise relating thereto, whether by or through attempted piercing of the corporate (or limited liability company or partnership) veil, by or through a claim by or on behalf of the Guarantor, Parent or Sub or any other Person against the Guarantor or any Guarantor Affiliate, or otherwise under any theory of law or equity, in each case, except for Guarantee Claims, Merger Agreement Claims, Confidentiality Agreement Claims or Equity Commitment Claims. (d) For all purposes of this Limited Guarantee, a Person shall be deemed to have pursued a claim against another Person if such first Person brings a legal action against such Person, adds such other Person to an existing legal proceeding, or otherwise asserts in writing a legal claim of any nature relating to the Company or shall confer or give or shall be construed to confer or give to any Merger Agreement and the other agreements contemplated hereby against such Person other than such actions as are expressly contemplated and permitted in the Company (including any Person acting in a representative capacity) any rights or remedies against any Person Merger Agreement and the other than the Guarantors as expressly set forth hereinagreements contemplated hereby.

Sole Remedy. The (i) Parent’s receipt of the Company acknowledges Termination Fee, to the extent owed pursuant to Section 8.3(b), any liability pursuant to Section 8.2(b), and agrees that Parent’s right to specific performance pursuant to Section 9.8, as applicable, will be the sole cash asset and exclusive remedies of Parent, Ultimate Parent and Merger Sub and each of the Parent Related Parties against (A) the Company, its Subsidiaries and Sub is cash in a de minimis amount each of their respective Affiliates; and that no additional funds are expected to be contributed to Parent or Sub unless (B) the Closing occurs, and that the Company shall not have any right to cause any monies to be contributed to Parent or Sub by any current, former or prospective equity holder, officer, member, manager, director, agent, employee, Affiliate or assignee of any of the Guarantors. The Company further agrees that it has no remedy, recourse or right of recovery against, or contribution from, any Guarantor or any of the Guarantors’ former, current or and future stockholders, holders of any equity, partnership or limited liability company interestcontrolling Persons, officerdirectors, member, manager, directorofficers, employees, agents or agents, attorneys, Affiliates, members, managers, general or any Affiliate or assignee limited partners, stockholders, heirs and assignees of any of the foregoing, (other than any Affiliate that has executed a limited guaranty in favor each of the Company, its Subsidiaries and each of their respective Affiliates (collectively, the “Company Related Parties”) in respect of or relating to this Agreement, any agreement executed in connection herewith and the transactions contemplated hereby and thereby, and upon payment of the Company Termination Fee to the extent of such Affiliate’s obligations under such guaranty) (collectivelypayable, “Guarantor Affiliates”together with any fees, costs, expenses and interest payable pursuant to Section 8.3(f), through none of the Company Related Parties will have any further liability or obligation to Parent or Merger Sub or otherwiseany Parent Related Parties relating to or arising out of this Agreement, whether by any agreement executed in connection herewith or through attempted piercing of the corporate veil transactions contemplated hereby and thereby (except that the Parties (or their Affiliates) will remain obligated with respect to, and Parent and Merger Sub and its Subsidiaries may be entitled to remedies with respect to, the Confidentiality Agreement and any applicable clean team or similar actionarrangement, by or through a claim by or on behalf and Section 8.3(a), as applicable). The Company Related Parties are intended third party beneficiaries of Parent or Sub against any Guarantor or any Guarantor Affiliate, or otherwise, except for its rights under this Limited Guaranty provided, however, that in the event any Guarantor (i) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or Section 8.3(e)(i). (ii) transfers or conveys all or a substantial portion The Company’s receipt of its properties and other assets to any Person such that the sum of all the Guarantors’ remaining net assets plus uncalled capital is less than the Maximum AmountParent Termination Fee, then, and in each such case, the Company may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statue, regulation or other applicable law, against such continuing or surviving entity or such Person (in either case, a “Successor Entity”), as the case may be, but only to the extent of owed pursuant to Section 8.3(c), any liability pursuant to Section 8.2(b), and the unpaid liability of the Guarantors hereunder up Company’s right to the Maximum Amount. Recourse against the Guarantors under this Limited Guaranty shall specific performance pursuant to Section 9.8, as applicable, will be the sole and exclusive remedy remedies of the Company and all each of the Company Related Parties against (A) Ultimate Parent, Parent, its Subsidiaries (including Merger Sub) and each of their respective Affiliates; and (B) the former, current and future holders of any equity, controlling Persons, directors, officers, employees, agents, attorneys, Affiliates, members, managers, general or limited partners, stockholders, heirs and assignees of each of Parent, its Subsidiaries and each of their respective Affiliates against any Guarantor or any Guarantor Affiliate (other than against collectively, the “Parent or Sub for non-monetary damagesRelated Parties”) in respect of or relating to this Agreement, any liabilities or obligations arising under, or agreement executed in connection withherewith and the transactions contemplated hereby and thereby, and upon payment of the Merger Agreement Parent Termination Fee to the extent payable, together with any fees, costs, expenses and interest payable pursuant to Section 8.3(f), none of the Parent Related Parties will have any further liability or obligation to the Company or the Company Related Parties relating to or arising out of this Agreement, any agreement executed in connection herewith or the transactions contemplated therebyhereby and thereby (except that the Parties (or their Affiliates) will remain obligated with respect to, and the Company and its Subsidiaries may be entitled to remedies with respect to, the Confidentiality Agreement and any applicable clean team or similar arrangement, and Section 8.3(a), as applicable). The Company hereby covenants and agrees that it shall not institute, and shall cause its respective Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby, against any Guarantor or any Guarantor Affiliate (other than against Parent or Sub for non-monetary damages) except for claims against any Guarantor under Related Parties are intended third party beneficiaries of this Limited Guaranty. Nothing set forth in this Limited Guaranty shall affect or be construed to affect any liability of Parent or Sub to the Company or shall confer or give or shall be construed to confer or give to any Person other than the Company (including any Person acting in a representative capacity) any rights or remedies against any Person other than the Guarantors as expressly set forth hereinSection 8.3(e)(ii).

Sole Remedy. (a) The Company acknowledges and agrees that the sole cash asset of each of Parent and Merger Sub is cash do not have any assets, other than (in a de minimis amount the case of Parent) its rights under the Merger Agreement and that the Equity Commitment Letter, and that, without limiting the provisions of the Equity Commitment Letter or the Merger Agreement, no additional funds are expected to be contributed to Parent or Sub unless the Closing occurs, and that, except to the extent expressly provided in the Equity Commitment Letter and Section 9.10(b) of the Merger Agreement and subject to all of the terms, conditions and limitations herein and therein, the Company shall not have any right to cause any assets to be contributed to Parent or Merger Sub by any Guarantor, any Guarantor Affiliate (as defined below) or any other Person. For the avoidance of doubt, the Company further acknowledges and agrees that the Company shall not have any right to cause any monies assets to be contributed to Parent or Merger Sub by any currentGuarantor, former or prospective equity holder, officer, member, manager, director, agent, employee, any Guarantor Affiliate or assignee any other Person with respect to any award of damages, nor shall any Guarantor or any Guarantor Affiliate have any liability or obligation in respect thereof, regardless of whether the Reverse Termination Fee may be payable pursuant to Section 8.3(a) of the Guarantors. Merger Agreement. (b) The Company further agrees and acknowledges that it no Person other than the Guarantors has no any obligations under this Limited Guarantee and that, notwithstanding that the Guarantors may be limited partnerships, none of the Company, any member of the Company Group or any of the Company Related Parties, or any of their respective employees, agents, advisors, Representatives, successors or assigns, has any remedy, recourse or right of recovery against, against or contribution from, (i) any Guarantor or any of the Guarantors’ former, current or future general or limited partners, stockholders, holders of any equity, partnership or limited liability company interest, officerofficers, membermembers, managermanagers, directordirectors, employees, agents agents, attorneys, controlling persons, assignees, Representatives, Affiliates or Affiliatessuccessors of any Guarantor, or (ii) any Affiliate former, current or assignee future general or limited partners, stockholders, holders of any equity, partnership or limited liability company interest, officers, members, managers, directors, employees, agents, attorneys, controlling persons, assignees, Representatives, Affiliates or successors of any of the foregoing, foregoing (other than any Affiliate that has executed a limited guaranty those persons and entities described in favor of the Company, foregoing clauses being referred to the extent of such Affiliate’s obligations under such guaranty) (collectively, herein collectively as “Guarantor Affiliates”), through any Guarantor, Parent or Sub or otherwise, whether by or through attempted piercing of the corporate veil or similar action, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, by or through a claim by or on behalf of any Guarantor or Parent or Sub against any Guarantor or any Guarantor Affiliate, or otherwise, except for its rights under this Limited Guaranty providedexcept, however, that in the event any Guarantor case of each of clauses (i) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or a substantial portion of its properties and other assets to any Person such that immediately above, for the sum of all the Guarantors’ remaining net assets plus uncalled capital is less than the Maximum Amount, then, and in each such case, the Company may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statue, regulation or other applicable law, against such continuing or surviving entity or such Person Retained Claims (in either case, a “Successor Entity”), as the case may be, but only to the extent of the unpaid liability of the Guarantors hereunder up to the Maximum Amount. Recourse defined below) solely against the Guarantors under this Limited Guaranty shall be the sole and exclusive remedy of the Company and all of its Affiliates against any Guarantor or any Guarantor Affiliate specifically identified with respect to such Retained Claim in the definition thereof. (other than against Parent or Sub for non-monetary damagesc) in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby. The Company hereby covenants and agrees that it none of the Company, any member of the Company Group or any of the Company Related Parties shall not institute, and the Company shall cause its not direct or provide consent to any member of the Company Group, the Company Related Parties, or any of their respective Affiliates not agents, equity holders or Representatives to institute, any proceeding or bring any other claim arising under, or in connection with, this Limited Guarantee, the Merger Agreement Agreement, the other Transaction Documents or the transactions contemplated hereby or thereby, against any Guarantor or any Guarantor Affiliate (other than Parent) except for Retained Claims (as defined below) solely against the Guarantor Affiliate specifically identified with respect to such Retained Claim in the definition thereof. As used herein, “Retained Claims” means: (i) claims by the Company brought in a Chosen Court against any Guarantor under, in accordance with and upon the terms and subject to the conditions of this Limited Guarantee (the “Retained Guarantee Claims”), (ii) claims by the Company brought in a Chosen Court against Parent or Merger Sub for non-monetary damagesunder, in accordance with and upon the terms and subject to the conditions of the Merger Agreement (the “Retained Merger Agreement Claims”) except for or against the applicable person party to the Support Agreement under, in accordance with and upon the terms and subject to the conditions of the Support Agreement (the “Retained Support Agreement Claims”), (iii) claims by the Company brought in a Chosen Court against any Guarantor under this Limited Guaranty. Nothing set forth Investor (as defined in this Limited Guaranty shall affect or be construed the Equity Commitment Letter) to affect any liability of Parent or Sub enforce the Equity Commitment Letter as a third party beneficiary thereof to the Company or shall confer or give or shall be construed extent specified therein and subject to confer or give to any Person other than the conditions thereof and (iv) claims by the Company (including any Person acting brought in a representative capacity) any rights or remedies Chosen Court against any Person other than the Guarantors as expressly set forth hereinapplicable persons party to the Confidentiality Agreements under, in accordance with and upon the terms and subject to the conditions of the Confidentiality Agreements (the “Retained Confidentiality Agreement Claims”).

Sole Remedy. (a) The Company hereby acknowledges and agrees that none of the sole cash asset Acquisition Companies has any assets as of each of Parent and Sub is cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Sub unless the Closing occursdate hereof, and that the Company shall not have any right to cause any monies to be contributed to Parent any of the Acquisition Companies by the Guarantor or Sub by any current, former or prospective equity holderstockholder, officer, member, managergeneral or limited partner, director, agent, employee, Affiliate or assignee of the Guarantor. (b) The Company hereby agrees that no Person other than the Guarantor shall have any obligation or liability arising out of, in connection with or relating to this Guaranty and that neither the Company nor any other Person shall have any remedy, recourse or right of recovery against any current, former or prospective stockholder, member, general or limited partner, officer, director, agent, employee, Affiliate or assignee of the Guarantor, or against any current, former or prospective stockholder, member, general or limited partner, officer, director, agent, employee, Affiliate or assignee of any of the Guarantors. The Company further agrees that it has no remedy, recourse or right of recovery against, or contribution from, any Guarantor or any of the Guarantors’ former, current or future stockholders, holders of any equity, partnership or limited liability company interest, officer, member, manager, director, employees, agents or Affiliates, or any Affiliate or assignee of any of the foregoing, (other than any Affiliate that has executed a limited guaranty in favor of whether through the Company, to the extent of such Affiliate’s obligations under such guaranty) (collectively, “Guarantor Affiliates”), through Parent or Sub or otherwise, whether by or through attempted piercing of the corporate veil or similar actionveil, by or through a claim by or on behalf of Parent Any of the Acquisition Companies against the Guarantor or Sub against any Guarantor current, former or prospective stockholder, member, general or limited partner, officer, director, agent, employee, Affiliate or assignee of the Guarantor, any of the Acquisition Companies or any Guarantor Affiliateof their respective Affiliates, or otherwise, except for its rights . (c) Recourse by the Company against the Guarantor under this Limited Guaranty provided, however, that in the event any Guarantor (i) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or a substantial portion of its properties and other assets to any Person such that the sum of all the Guarantors’ remaining net assets plus uncalled capital is less than the Maximum Amount, then, and in each such case, the Company may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statue, regulation or other applicable law, against such continuing or surviving entity or such Person (in either case, a “Successor Entity”), as the case may be, but only to the extent of the unpaid liability of the Guarantors hereunder up to the Maximum Amount. Recourse against the Guarantors under this Limited Guaranty shall be the sole and exclusive remedy of the Company and all against the Guarantor or any of its Affiliates against any Guarantor or any Guarantor Affiliate (other than against Parent or Sub for non-monetary damagesthe Acquisition Companies) in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby. The Company hereby covenants and agrees that it shall not institute, and shall cause its respective Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby, against any the Guarantor or any Guarantor Affiliate of its Affiliates (other than against Parent or Sub for non-monetary damages) the Acquisition Companies), except for claims by the Company against any the Guarantor under this Limited Guaranty. Nothing set forth in this Limited Guaranty shall affect or be construed to affect any liability of Parent or Sub any of the Acquisition Companies to the Company or shall confer or give give, or shall be construed to confer or give give, to any Person other than the Company (including any Person acting in a representative capacity) any rights or remedies against any Person other than in respect of or relating to any obligation or liability of the Guarantors as expressly set forth hereinGuarantor arising out of, in connection with or relating to this Guaranty.

Sole Remedy. (a) The Company acknowledges and agrees that the sole cash asset of each of Parent and Sub is cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Sub unless the Closing occurs, and that the Company Guarantor shall not have any right obligation or liability to cause any monies to be contributed to Parent Person relating to, arising out of or Sub by any current, former or prospective equity holder, officer, member, manager, director, agent, employee, Affiliate or assignee of any of the Guarantorsin connection with this Limited Guarantee other than as expressly set forth herein. The Company further agrees that it has no remedy, recourse or right of recovery against, or contribution fromand no personal liability shall attach to, any Guarantor former, current or any future, direct or indirect director, officer, employee, agent or affiliates of the Guarantors’ Guarantor, Parent or Merger Sub, any former, current or future, direct or indirect holder of any equity interests or securities of the Guarantor, Parent or Merger Sub (whether such holder is a limited or general partner, member, stockholder or otherwise), any former, current or future stockholdersassignee of the Guarantor, holders of Parent or Merger Sub or any equityformer, partnership current or limited liability company interestfuture director, officer, memberemployee, agent, general or limited partner, manager, directormember, employeesstockholder, agents or Affiliatesaffiliate, or any Affiliate controlling person, representative or assignee of any of the foregoing, (other than any Affiliate that has executed a limited guaranty in favor of the Company, to the extent of such Affiliate’s obligations under such guaranty) (collectively, “Guarantor Affiliates”), through Parent or Merger Sub or otherwise, whether by or through attempted piercing of the corporate veil or similar actionveil, by or through a claim by or on behalf of Parent or Merger Sub against the stockholders or affiliates of the Guarantor, Parent or Merger Sub or otherwise in respect of any Guarantor liabilities or any Guarantor Affiliateobligations relating to, arising out of or otherwisein connection with, the Merger Agreement and the transactions contemplated thereby, except for the Company’s rights against the Guarantor, its successors or permitted assigns under, or in connection with, this Limited Guarantee, the Confidentiality Agreement or the transactions contemplated hereby or thereby, the Company’s third party beneficiary rights under this Limited Guaranty providedthe Carveout Transaction Agreement and the transactions contemplated thereby, howeverand against Parent or Merger Sub or their respective successors and assigns under, that or in connection with, the Confidentiality Agreement or the Merger Agreement or the transactions contemplated thereby. In the event any the Guarantor (i) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or a substantial portion of its properties and other assets to any Person such that the sum of all the Guarantors’ Guarantor’s remaining net assets plus uncalled capital is less than the Maximum AmountAmount (less amounts paid under this Limited Guarantee prior to such event), then, and in each such case, the Company may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statue, regulation or other applicable lawLaw, against such continuing or surviving entity or such Person (in either case, a “Successor Entity”), as the case may be, but only to the extent of the unpaid liability of the Guarantors hereunder up to the Maximum Amount. Recourse against the Guarantors under this Limited Guaranty shall be the sole and exclusive remedy of the Company and all of its Affiliates against any such Guarantor or any Guarantor Affiliate hereunder. (other than against Parent or Sub for non-monetary damagesb) in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby. The Company hereby covenants and agrees that it shall not institute, and shall cause its respective Affiliates affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement, this Limited Guarantee, the Carveout Transaction Agreement or or, in each case, the transactions contemplated thereby, against any the Guarantor or any Guarantor Affiliate of its affiliates except for (other than i) claims by the Company against the Guarantor, its successors or permitted assigns (including any Successor Entity) under and in accordance with this Limited Guarantee, (ii) claims by the Company against Parent or Merger Sub for non-monetary damagesor their respective successors or assigns under and in accordance with the Merger Agreement or the Confidentiality Agreement and (iii) to the extent (but only to the extent) the Company is expressly entitled under the Carveout Transaction Agreement or the Merger Agreement to enforce or cause Parent to enforce the Carveout Transaction Agreement in accordance with the terms thereof, claims by the Company against the Guarantor seeking to enforce the Carveout Transaction Agreement or against Parent seeking to cause Parent to enforce the Carveout Transaction Agreement in accordance with its terms, and the Company hereby, on behalf of itself and its affiliates, waives any and all claims arising under, or in connection with, the Merger Agreement, this Limited Guarantee, the Carveout Transaction Agreement or, in each case, the transactions contemplated thereby against the Guarantor or any of its affiliates and releases such Persons from such claims, in each case, except for claims against any Guarantor under this Limited Guarantyexpressly described in the preceding clauses (i), (ii) and (iii). Nothing set forth in this Limited Guaranty Guarantee shall affect or be construed to affect any liability of Parent or Merger Sub to the Company or shall confer or give or shall be construed to confer or give to any Person other than the Company (including any Person acting in a representative capacity) any rights or remedies against any Person other than the Guarantors as expressly set forth hereinCompany.

Sole Remedy. The Company Guaranteed Party acknowledges and agrees that the sole cash asset of each of the Parent and Sub is cash in a de minimis amount and that no additional funds are expected to be contributed to the Parent or Sub unless the Closing occurs. The Guaranteed Party further agrees that it has no right of recovery against the Guarantor; any former, and that the Company shall not have any right to cause any monies to be contributed to Parent current or Sub by any currentfuture, former direct or prospective equity holderindirect director, officer, employee, agent, representative, advisor or affiliate of the Guarantor; any former, current or future, direct or indirect holder of any debt or equity interests or other securities of the Guarantor (whether such holder is a limited or general partner, member, stockholder or otherwise); any former, current or future assignee of the Guarantor; or any former, current or future director, officer, employee, agent, representative, advisor, affiliate, general or limited partner, manager, directormember, agent, employee, Affiliate stockholder or assignee of any of the Guarantors. The Company further agrees that it has no remedyforegoing (each such person or entity, recourse or right of recovery against, or contribution from, any Guarantor or any of a “Related Person”) through the Guarantors’ former, current or future stockholders, holders of any equity, partnership or limited liability company interest, officer, member, manager, director, employees, agents or Affiliates, or any Affiliate or assignee of any of the foregoing, (other than any Affiliate that has executed a limited guaranty in favor of the Company, to the extent of such Affiliate’s obligations under such guaranty) (collectively, “Guarantor Affiliates”), through Parent or Sub or otherwise, whether by or through attempted piercing of the corporate veil corporate, limited liability company or similar actionlimited partnership veil, by or through a claim by or on behalf of the Parent or Sub against any the Guarantor or any Guarantor AffiliateRelated Person, or otherwise, except for its rights against the Guarantor under this Limited Guaranty Guaranty; provided, however, that in the event any the Guarantor (ia) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (iib) transfers or conveys all or a substantial portion of its properties and other assets to any Person such that the sum of all the Guarantors’ remaining net assets plus uncalled capital is less than the Maximum AmountPerson, then, and in each such case, the Company Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statue, regulation or other applicable lawLaw, against such continuing or surviving entity or such Person (in either case, a “Successor Entity”)Person, as the case may be, but only to the extent of the unpaid liability of the Guarantors hereunder up to the Maximum AmountGuarantor hereunder. Recourse against the Guarantors Guarantor under this Limited Guaranty shall be the sole and exclusive remedy of the Company Guaranteed Party and all of its Affiliates affiliates against the Guarantor and any Guarantor or any Guarantor Affiliate Related Person (other than against the Parent or Sub for non-monetary damagesMerger Sub) in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby. The Company Guaranteed Party hereby covenants and agrees that it shall not institute, and shall cause its respective Affiliates affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby, against any the Guarantor or any Guarantor Affiliate (other than against Parent or Sub for non-monetary damages) Related Person except for claims of the Guaranteed Party against any the Guarantor (or its assigns) under this Limited Guaranty. Nothing set forth in this Limited Guaranty shall affect or be construed to affect any liability of Parent or Sub to the Company or shall confer or give or shall be construed to confer or give to any Person other than the Company (including any Person acting in a representative capacity) any rights or remedies against any Person other than the Guarantors as expressly set forth herein.

Sole Remedy. (a) The Company acknowledges and agrees that that, as of the sole cash asset of each of date hereof, neither Parent nor Sub has any assets, other than their respective rights under the Merger Agreement and Sub is cash in a de minimis amount the agreements contemplated thereby. Except as specifically contemplated by this Limited Guarantee or the Equity Financing Commitment Letter, the Company acknowledges and agrees that no additional funds are expected to be contributed to Parent or Sub unless the Offer Closing or Merger Closing occurs, and that that, except for rights against Parent and Sub to the extent expressly provided in the fourth paragraph of the Equity Financing Commitment Letter and Section 11.10(b) of the Merger Agreement and subject to all of the terms, conditions and limitations herein and therein, the Company shall not have any right to cause any monies assets to be contributed to Parent or Sub by the Guarantor, any currentGuarantor Affiliate (as defined below) or any other Person. (b) The Guarantor shall not have any obligation or liability to any Person relating to, former arising out of or prospective equity holder, officer, member, manager, director, agent, employee, Affiliate or assignee of any of the Guarantorsin connection with this Limited Guarantee other than as expressly set forth herein. The Company further agrees that it has no remedy, recourse or right of recovery against, or contribution from, and no personal liability shall attach to, (i) any Guarantor former, current or any future, direct or indirect director, officer, employee, agent or Affiliates of the Guarantors’ Guarantor, Parent or Sub, (ii) any lender or prospective lender, lead arranger, arranger, agent or representative of or to Parent or Sub, (iii) any former, current or future, direct or indirect holder of any Equity Interests or securities of the Guarantor, Parent or Sub (whether such holder is a limited or general partner, member, stockholder or otherwise), or (iv) any former, current or future stockholdersassignee of the Guarantor, holders of Parent or Sub or any equityformer, partnership current or limited liability company interestfuture director, officer, memberemployee, agent, general or limited partner, manager, directormember, employeesstockholder, agents or AffiliatesAffiliate, or any Affiliate controlling person, representative or assignee of any of the foregoingforegoing (those Persons described in the foregoing clauses (i), (ii), (iii) and (iv), together, with any other than any Affiliate that has executed a limited guaranty in favor of the CompanyNon-Recourse Parent Party, being referred to the extent of such Affiliate’s obligations under such guaranty) (collectively, herein collectively as “Guarantor Affiliates”), through Guarantor, Parent or Sub or otherwise, whether by or through attempted piercing of the corporate veil or similar action, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, by or through a claim by or on behalf of Guarantor, Parent or Sub against the Guarantor, any Guarantor Affiliates, the NDA Party, Parent or Sub or otherwise in respect of any Guarantor Affiliateliabilities or obligations relating to, arising out of or otherwisein connection with, except this Limited Guarantee, except, in each case, for (w) its rights against the Guarantor under this Limited Guaranty providedGuarantee, however(x) its third party beneficiary rights under the Equity Financing Commitment Letter, (y) its rights and remedies against the NDA Party under the Confidentiality Agreement and (z) its rights against Parent or Sub under, and in accordance with, the terms and conditions of the Merger Agreement; provided that in the event any the Guarantor (i) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or a substantial portion of its properties and other assets to any Person such that the sum of all the Guarantors’ Guarantor’s remaining net assets plus uncalled capital is less than the Maximum AmountLiability Cap (less amounts paid under this Limited Guarantee prior to such event), then, and in each such case, the Company may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statue, regulation or other applicable lawLaw, against such continuing or surviving entity or such Person (in either case, a “Successor Entity”), as the case may be, but only to the extent of the unpaid liability of the Guarantors Guarantor hereunder up to the Maximum Amountamount of the Guaranteed Obligations for which the Guarantor is liable, as determined in accordance with this Limited Guarantee. Recourse Except for Guarantee Claims, Merger Agreement Claims, Equity Commitment Claims and Confidentiality Agreement Claims (each as defined below), recourse against the Guarantors Guarantor and any Successor Entity under this Limited Guaranty Guarantee shall be the sole and exclusive remedy of the Company and all of its Affiliates and Subsidiaries against any the Guarantor or and any Guarantor Affiliate (other than against Parent or Sub for non-monetary damages) in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby. , and such recourse shall be subject to the limitations described herein and therein. (c) The Company hereby covenants and agrees that it shall not institute, and shall cause its respective Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement or Agreement, this Limited Guarantee, the Equity Financing Commitment Letter or, in each case, the transactions contemplated thereby, against any the Guarantor or any Guarantor Affiliate except for (other than i) claims by the Company against the Guarantor and any Successor Entity under and in accordance with this Limited Guarantee (“Guarantee Claims”), (ii) claims by the Company against Parent or Sub for non-monetary damagesunder and in accordance with the Merger Agreement (“Merger Agreement Claims”), (iii) except for claims by the Company against the NDA Party under and in accordance with the Confidentiality Agreement (“Confidentiality Agreement Claims”) and (iv) to the extent (but only to the extent) the Company is expressly entitled under the Merger Agreement to cause Parent to enforce the Equity Financing Commitment Letter in accordance with the terms thereof, claims by the Company against Parent seeking to cause Parent to enforce the Equity Financing Commitment Letter in accordance with its terms and subject to the limitations in the Merger Agreement (“Equity Commitment Claims”), and the Company hereby, on behalf of itself and its Affiliates (and to the extent permitted by Law, its Representatives), hereby releases the Guarantor and each Guarantor Affiliate from and with respect to any Guarantor under and all claims, known or unknown, now existing or hereafter arising, under, or in connection with, the Merger Agreement, this Limited Guaranty. Nothing set forth Guarantee, the Equity Financing Commitment Letter or, in this Limited Guaranty shall affect each case, the transactions contemplated thereby or be construed to affect any liability of Parent or Sub to the Company or shall confer or give or shall be construed to confer or give to any Person other than the Company (including any Person acting in a representative capacity) any rights or remedies against any Person other than the Guarantors as expressly set forth herein.otherwise relating

Sole Remedy. (a) The Company acknowledges and agrees that that, as of the sole cash asset of each of date hereof, neither Parent nor Merger Sub has any assets, other than their respective rights under the Merger Agreement, the Equity Commitment Letter and Sub is cash in a de minimis amount the agreements contemplated thereby. The Company acknowledges and that agrees that, except as specifically contemplated by the Equity Commitment Letter, and the Buddy’s Contribution Agreement, no additional significant funds are expected to be contributed to Parent or Merger Sub unless the Closing occurs, and that that, except for rights against Parent and Merger Sub to the extent expressly provided in the Equity Commitment Letter, Section 9.08 of the Merger Agreement, the Buddy’s Contribution Agreement and subject to all of the terms, conditions and limitations herein and therein, the Company shall not have any right to cause any monies assets to be contributed to Parent or Merger Sub by any current, former or prospective equity holder, officer, member, manager, director, agent, employee, Affiliate or assignee of any of the Guarantors, any Guarantor Affiliate (as defined below) or any other Person. (b) Each Guarantor shall not have any obligation or liability to any Person under this Limited Guarantee other than as expressly set forth herein. The Company further agrees that it has no remedy, recourse or right of recovery against, or contribution from, and no personal liability shall attach to, (i) any Guarantor former, current or future, direct or indirect director, officer, employee, agent or Affiliates of any of the Guarantors’ BR Guarantor, the VRTO Guarantor (including in its capacity as the Buddy’s Equityholder), Parent or Merger Sub, (ii) any lender or prospective lender, lead arranger, arranger, or lending agent or representative of or to Parent or Merger Sub, (iii) any former, current or future, holder of any securities or any equity interests of any kind of the BR Guarantor, the VRTO Guarantor (including in its capacity as the Buddy’s Equityholder), Parent or Merger Sub (whether such holder is a limited or general partner, member, stockholder or otherwise), or (iv) any former, current or future stockholdersassignee of the BR Guarantor, holders of the VRTO Guarantor (including in its capacity as the Buddy’s Equityholder), Parent or Merger Sub or any equityformer, partnership current or limited liability company interestfuture director, officer, memberemployee, agent, general or limited partner, manager, directormember, employeesstockholder, agents or AffiliatesAffiliate, or any Affiliate controlling person or assignee of any of the foregoingforegoing (those Persons described in the foregoing clauses (i), (ii), (iii) and (iv), together with any other than any Affiliate that has executed a limited guaranty Non-Recourse Parent Party (as defined in favor of the CompanyEquity Commitment Letter) but excluding Parent, Merger Sub and the Guarantors, being referred to the extent of such Affiliate’s obligations under such guaranty) (collectively, herein collectively as “Guarantor Affiliates”), through the Guarantors, Parent or Merger Sub or otherwise, whether by or through attempted piercing of the corporate veil or similar action, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable law, by or through a claim by or on behalf of either Guarantor, Parent or Merger Sub against any Guarantor or either Guarantor, any Guarantor Affiliate, Parent or otherwiseMerger Sub or otherwise in respect of any liabilities or obligations relating to, except arising out of or in connection with, this Limited Guarantee, except, in each case, for (x) its rights against the Guarantors under this Limited Guaranty providedGuarantee, however(y) its third party beneficiary rights under the Equity Commitment Letter and Buddy’s Contribution Agreement and (z) its rights against Parent or Merger Sub under, that and in accordance with, the terms and conditions of the Merger Agreement; provided that, in the event any that either Guarantor (i) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or a substantial portion of its properties and other assets to any Person such that the sum of all the Guarantors’ remaining net assets plus uncalled capital is less than the Maximum AmountParent Cap (less amounts paid under this Limited Guarantee prior to such event), then, and in each such case, the Company may seek shall be entitled to recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statue, regulation or other applicable law, against such continuing or surviving entity or such Person (in either case, a “Successor Entity”), as the case may be, but only to the extent of the unpaid liability of the Guarantors such Guarantor hereunder up to the Maximum Amountamount of the Guaranteed Obligations for which such Guarantor is liable, as determined in accordance with this Limited Guarantee. Recourse Except for Guarantee Claims, Merger Agreement Claims and Equity Funding Claims (each as defined below), recourse against the Guarantors and any Successor Entity to either of the Guarantors under this Limited Guaranty Guarantee shall be the sole and exclusive remedy of the Company and all of its Affiliates and Subsidiaries against any Guarantor or the Guarantors and any Guarantor Affiliate (other than against Parent or Sub for non-monetary damages) in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby, and such recourse shall be subject to the limitations described herein and therein. Each Guarantor acknowledges and agrees that under no circumstance shall either Guarantor be deemed to be a Non-Recourse Parent Party hereunder. (c) The Company hereby covenants and agrees that it shall not institute, and shall cause its respective Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement, this Limited Guarantee, the Equity Commitment Letter, the Buddy’s Contribution Agreement or or, in each case, the transactions contemplated hereby or thereby, against any either Guarantor or any Guarantor Affiliate except for (other than i) claims by the Company against the Guarantors and any Successor Entity to either of the Guarantors under and in accordance with this Limited Guarantee (collectively, “Guarantee Claims”), (ii) claims by the Company against Parent or Merger Sub for non-monetary damagesunder and in accordance with the Merger Agreement (“Merger Agreement Claims”), and (iii) except for claims by the Company against Vintage, B. ▇▇▇▇▇ and any Successor Entity under and in accordance with the Equity Commitment Letter, or claims against the Buddy’s Equityholder and any Guarantor Successor Entity under and in accordance with the Buddy’s Contribution Agreement (“Equity Funding Claims”). (d) For all purposes of this Limited Guaranty. Nothing set forth Guarantee, a Person shall be deemed to have pursued a claim against another Person if such first Person brings a legal action against such Person, adds such other Person to an existing legal action, suit or proceeding, or otherwise asserts in this Limited Guaranty shall affect or be construed to affect writing a legal claim of any liability of Parent or Sub nature relating to the Company or shall confer or give or shall be construed to confer or give to any Merger Agreement and the other agreements contemplated hereby against such Person other than such actions as are expressly contemplated and permitted in the Company Merger Agreement and the other agreements contemplated hereby (including any Person acting in a representative capacity) any rights or remedies against any Person other than the Guarantors as expressly set forth hereinGuarantee Claims, the Merger Agreement Claims and the Equity Funding Claims).

Sole Remedy. (a) The Company acknowledges and agrees that that, as of the sole cash asset of each of date hereof, neither Parent nor Merger Sub has any assets, other than their respective rights under the Merger Agreement and Sub is cash in a de minimis amount the agreements contemplated thereby. Except as specifically contemplated by this Limited Guarantee or the Equity Commitment Letter, the Company acknowledges and agrees that no additional funds are expected to be contributed to Parent or Merger Sub unless the Closing Acceptance Time occurs, and that that, except for rights against Parent and Merger Sub to the extent expressly provided in the Equity Commitment Letter and Section 8.7 of the Merger Agreement and subject to all of the terms, conditions and limitations herein and therein, the Company shall not have any right to cause any monies assets to be contributed to Parent or Merger Sub by any currentGuarantor, former any Guarantor Affiliate (as defined below) or prospective equity holder, officer, member, manager, director, agent, employee, Affiliate any other Person. (b) No Guarantor shall have any obligation or assignee of liability to any of the GuarantorsPerson under this Limited Guarantee other than as expressly set forth herein. The Company further agrees that it has no remedy, recourse or right of recovery against, or contribution from, and no personal liability shall attach to, (i) any Guarantor former, current or future, direct or indirect director, officer, employee, agent or Affiliates of any Guarantor, Parent or Merger Sub, (ii) any lender or prospective lender, lead arranger, arranger, agent or representative of or to Parent or Merger Sub, (iii) any former, current or future, direct or indirect holder of any securities or any equity interests of the Guarantors’ any kind of any Guarantor, Parent or Merger Sub (whether such holder is a limited or general partner, member, stockholder or otherwise), or (iv) any former, current or future stockholders, holders assignee of any equityGuarantor, partnership Parent or limited liability company interestMerger Sub or any former, current or future director, officer, memberemployee, agent, general or limited partner, manager, directormember, employeesstockholder, agents or AffiliatesAffiliate, or any Affiliate controlling person, representative or assignee of any of the foregoingforegoing (those Persons described in the foregoing clauses (i), (ii), (iii) and (iv), together, with any other than any Affiliate that has executed a limited guaranty in favor of Non-Recourse Parent Party, but excluding Parent, Merger Sub and the CompanyGuarantors, being referred to the extent of such Affiliate’s obligations under such guaranty) (collectively, herein collectively as “Guarantor Affiliates”), through any Guarantor, Parent or Merger Sub or otherwise, whether by or through attempted piercing of the corporate veil or similar action, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable law, by or through a claim by or on behalf of any Guarantor, Parent or Merger Sub against any Guarantor or Guarantor, any Guarantor AffiliateAffiliates, Parent or otherwiseMerger Sub or otherwise in respect of any liabilities or obligations relating to, except arising out of or in connection with, this Limited Guarantee, except, in each case, for (x) its rights against each Guarantor under this Limited Guaranty providedGuarantee, however(y) its third party beneficiary rights under the Equity Commitment Letter and (z) its rights against Parent or Merger Sub under, that and in accordance with, the terms and conditions of the Merger Agreement and the Confidentiality Agreement; provided that, in the event any Guarantor (i) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or a substantial portion of its properties and other assets to any Person such that the sum of all the Guarantors’ such Guarantor’s remaining net assets plus uncalled capital is less than its Pro Rata Share of the Maximum AmountParent Liability Limitation (less amounts paid under this Limited Guarantee prior to such event), then, and in each such case, the Company may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statue, regulation or other applicable law, against such continuing or surviving entity or such Person (in either case, a “Successor Entity”), as the case may be, but only to the extent of the unpaid liability of the Guarantors such Guarantor hereunder up to the Maximum Amountamount of its Pro Rata Share of the Guaranteed Obligations for which such Guarantor is liable, as determined in accordance with this Limited Guarantee. Recourse Except for Guarantee Claims, Merger Agreement Claims and Equity Commitment Claims (each as defined below), recourse against the Guarantors and any Successor Entity under this Limited Guaranty Guarantee shall be the sole and exclusive remedy of the Company and all of its Affiliates and Subsidiaries against any Guarantor or the Guarantors and any Guarantor Affiliate (other than against Parent or Sub for non-monetary damages) in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby. , and such recourse shall be subject to the limitations described herein and therein. (c) The Company hereby covenants and agrees that it shall not institute, and shall cause its respective Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement or Agreement, this Limited Guarantee, the Equity Commitment Letter or, in each case, the transactions contemplated hereby or thereby, against any Guarantor or any Guarantor Affiliate except for (other than i) claims by the Company against a Guarantor or any Successor Entity thereof under and in accordance with this Limited Guarantee (“Guarantee Claims”), (ii) claims by the Company against Parent or Merger Sub for non-monetary damagesunder and in accordance with the Merger Agreement and/or the Confidentiality Agreement (“Merger Agreement Claims”) and (iii) claims by the Company against Parent or Guarantor under and in accordance with the Equity Commitment Letter (“Equity Commitment Claims”), and the Company hereby, on behalf of itself and its Affiliates (and to the extent permitted by law, its Representatives), hereby releases each Guarantor and each Guarantor Affiliate from and with respect to any and all claims, known or unknown now existing or hereafter arising under any theory of law or equity, in each case, except for claims against any Guarantor under Guarantee Claims, Merger Agreement Claims or Equity Commitment Claims. (d) For all purposes of this Limited Guaranty. Nothing set forth Guarantee, a Person shall be deemed to have pursued a claim against another Person if such first Person brings a legal action against such Person, adds such other Person to an existing legal proceeding, or otherwise asserts in this Limited Guaranty shall affect or be construed to affect writing a legal claim of any liability of Parent or Sub nature relating to the Company or shall confer or give or shall be construed to confer or give to any Merger Agreement and the other agreements contemplated hereby against such Person other than such actions as are expressly contemplated and permitted in the Company (including any Person acting in a representative capacity) any rights or remedies against any Person Merger Agreement and the other than the Guarantors as expressly set forth hereinagreements contemplated hereby.

Sole Remedy. The Company acknowledges and agrees that (i) If this Agreement is validly terminated pursuant to Section 8.1, the sole cash asset of each of Parent and Sub is cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Sub unless the Closing occurs, and that the Company shall not have any right to cause any monies to be contributed to Parent or Sub by any current, former or prospective equity holder, officer, member, manager, director, agent, employee, Affiliate or assignee of any Company’s receipt of the Guarantors. The Company further agrees that it has no remedy, recourse or right of recovery against, or contribution from, any Guarantor or any of the Guarantors’ former, current or future stockholders, holders of any equity, partnership or limited liability company interest, officer, member, manager, director, employees, agents or Affiliates, or any Affiliate or assignee of any of the foregoing, (other than any Affiliate that has executed a limited guaranty in favor of the Company, Parent Termination Fee to the extent of such Affiliate’s obligations under such guarantyowed pursuant to Section 8.3(c) (collectivelyincluding the Company’s right to enforce the Guarantee, “Guarantor Affiliates”subject to the terms and conditions thereof, with respect thereto and receive the Parent Termination Fee from Guarantor), through Parent or Sub or otherwisetogether with any costs, expenses and interest payable pursuant to Section 8.3(e) and the Reimbursement Obligations will be the sole and exclusive remedies (whether by or through attempted piercing of the corporate veil and whether in law, in equity, in contract, in tort or similar actionotherwise) of the Company or any Company Related Party against (A) Parent or Merger Sub; and (B) the former, by current and future directors, managers, officers, employees, agents, attorneys, auditors, financial auditors or through a claim by other authorized representatives, Affiliates, Financing Sources, direct or on behalf indirect holders of any equity, controlling persons, members, managers, general or limited partners, shareholders and successors and assignees of each of Parent and ▇▇▇▇▇▇ Sub and any of the foregoing’s respective former, current and future directors, managers, officers, employees, agents, attorneys, or Sub against other authorized representatives, Affiliates, Financing Sources, direct or indirect holders of any Guarantor equity, controlling persons, members, managers, general or limited partners, shareholders and successors and assignees (collectively, the “Parent Related Parties”); relating to or arising out of this Agreement, any agreement executed in connection herewith (including the Commitment Letters and the Guarantee) or the transactions contemplated hereby or thereby (and the abandonment or termination of the transactions contemplated hereby or thereby) or any Guarantor Affiliatebreach (whether such breach was a Willful and Material Breach or otherwise) of this Agreement or any agreement executed in connection herewith (including the Commitment Letters and the Guarantee) or any representations, warranties, covenants or agreements contained herein or therein (or any oral representation made or alleged to be made in connection herewith or therewith), and upon payment of the Parent Termination Fee, together with any costs, expenses and interest payable pursuant to Section 8.3(e) and any Reimbursement Obligations, none of Parent, Merger Sub, the Parent Related Parties or Financing Sources will have any further liability or obligation of any nature whatsoever to the Company or any of the former, current and future directors, managers, officers, employees, agents, attorneys, or otherwiseother authorized representatives, except for its rights under this Limited Guaranty providedAffiliates, howeverfinancing sources, that in the event any Guarantor (i) consolidates with direct or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or a substantial portion of its properties and other assets to any Person such that the sum of all the Guarantors’ remaining net assets plus uncalled capital is less than the Maximum Amount, then, and in each such case, the Company may seek recourse, whether by the enforcement indirect holders of any judgment equity, controlling persons, members, managers, general or assessment or by any legal or equitable proceeding or by virtue of any statuelimited partners, regulation or other applicable law, against such continuing or surviving entity or such Person (in either case, a “Successor Entity”), as the case may be, but only to the extent of the unpaid liability of the Guarantors hereunder up to the Maximum Amount. Recourse against the Guarantors under this Limited Guaranty shall be the sole shareholders and exclusive remedy successors and assignees of the Company and all any of its Affiliates against any Guarantor the foregoing’s respective former, current and future directors, managers, officers, employees, agents, attorneys, auditors, or any Guarantor Affiliate (other than against Parent authorized representatives, Affiliates, financing sources, direct or Sub for non-monetary damages) in respect indirect holders of any liabilities equity, controlling persons, members, managers, general or obligations limited partners, shareholders and successors and assignees (collectively, the “Company Related Parties”) relating to or arising underout of this Agreement, or any agreement executed in connection with, herewith (including the Merger Agreement Commitment Letters and the Guarantee) or the transactions contemplated hereby or thereby (and the abandonment or termination of the transactions contemplated hereby or thereby. The Company hereby ) or any breach (whether such breach was a Willful and Material Breach or otherwise) of this Agreement or the Commitment Letters or the Guarantee or any representations, warranties, covenants and agrees that it shall not instituteor agreements contained herein or therein (or any oral representation made or alleged to be made in connection herewith or therewith), and neither the Company nor any Company Related Party shall cause its respective Affiliates not seek to instituterecover any damages or seek any other remedy (whether by or through attempted piercing of the corporate veil and whether in law, in equity, in contract, in tort or otherwise) against any Parent, Merger Sub or any other Parent Related Party for any and all liabilities, losses, damages, obligations, costs or expenses suffered or incurred by the Company or any Company Related Party in connection with this Agreement, any proceeding or bring any other claim arising under, or agreement executed in connection with, herewith (including the Merger Agreement Commitment Letters and the Guarantee) or the transactions contemplated hereby or thereby (and the abandonment or termination of the transactions contemplated hereby or thereby) or any breach (whether such breach was a Willful and Material Breach or otherwise) of this Agreement or any agreement executed in connection herewith (including the Commitment Letters and the Guarantee) or any representations, warranties, covenants or agreements contained herein or therein (or any oral representations made or alleged to be made in connection herewith or therewith). Notwithstanding anything to the contrary in this Agreement, in no event shall the Company or any Company Related Party be entitled to monetary damages (whether such damages are sought at law, in equity, in contract, in tort or otherwise), individually or in the aggregate, in excess of an amount equal to the Parent Termination Fee, together with any costs, expenses and interest payable pursuant to Section 8.3(e) and any Reimbursement Obligations, for any and all liabilities, losses, damages, obligations, costs or expenses suffered or incurred by the Company or any Company Related Party in connection with this Agreement, any agreement executed in connection herewith (including the Commitment Letters and the Guarantee) and the transactions contemplated hereby or thereby (and the abandonment or termination of the transactions contemplated hereby or thereby) or any breach (whether such breach was a Willful and Material Breach or otherwise) of this Agreement or any agreement executed in connection herewith (including the Commitment Letters and the Guarantee) or any representations, warranties, covenants or agreements contained herein or therein (or any oral representations made or alleged to be made in connection herewith or therewith); provided, that in no event will the Company or any Company Related Party be entitled to payment of money damages prior to the termination of this Agreement. Furthermore, in no event shall the Company or any Company Related Party seek money damages from Parent, Merger Sub or any Parent Related Party other than Parent under the terms, and subject to the limitations, of this Agreement, or from the Guarantor under the terms, and subject to the limitations, of the Guarantee. Notwithstanding anything to the contrary herein, nothing in this Section 8.3(f)(i) will limit the obligations of Parent (or, with respect to the Confidentiality Agreement, its applicable Affiliate party to the Confidentiality Agreement) with respect to, and the Company and its Subsidiaries may be entitled to remedies with respect to, the Confidentiality Agreement, the Reimbursement Obligations and any costs, expenses and interest payable pursuant Section 8.3(e), and the Guarantor will remain obligated with respect to, and the Company and its Subsidiaries may be entitled to remedies under the terms, and subject to the limitations, of the Guarantee. (ii) If this Agreement is validly terminated pursuant to Section 8.1, upon the payment by the Company of the Company Termination Fee as and when required by Section 8.3(b), together with any costs, expenses and interest payable pursuant to Section 8.3(e), none of the Company or the Company Related Parties will have any further liability or obligation to Parent, Merger Sub or any Parent Related Parties relating to or arising out of this Agreement, any agreement executed in connection herewith or the transactions contemplated hereby or thereby (and the abandonment or termination of the transactions contemplated hereby or thereby) or any breach (whether such breach was a Willful and Material Breach or otherwise) of this Agreement or any agreement executed in connection herewith or any representations, warranties, covenants or agreements contained herein or therein (or any oral representation made or alleged to be made in connection herewith or therewith), and upon payment of the Company Termination Fee, together with any costs, expenses and interest payable pursuant to Section 8.3(e), none of the Company the Company Related Parties will have any further liability or obligation of any nature whatsoever to the Parent, Merger Sub or the Parent Related Parties relating to or arising out of this Agreement, any agreement executed in connection herewith or the transactions contemplated hereby or thereby (and the abandonment or termination of the transactions contemplated hereby or thereby) or any breach (whether such breach was a Willful and Material Breach or otherwise) of this Agreement or any representations, warranties, covenants or agreements contained herein or therein (or any oral representation made or alleged to be made in connection herewith or therewith), and neither the Parent, Merger Sub nor any Parent Related Party shall seek to recover any damages or seek any other remedy (whether by or through attempted piercing of the corporate veil and whether in law, in equity, in contract, in tort or otherwise) against any Guarantor the Company or any Guarantor Affiliate other Company Related Party for any and all liabilities, losses, damages, obligations, costs or expenses suffered or incurred by the Parent, Merger Sub or any Parent Related Party in connection with this Agreement, any agreement executed in connection herewith or the transactions contemplated hereby (other than against Parent and the abandonment or Sub for non-monetary damagestermination of the transactions contemplated hereby) except for claims against or any Guarantor under breach (whether such breach was a Willful and Material Breach or otherwise) of this Limited GuarantyAgreement or any agreement executed in connection herewith or any representations, warranties, covenants or agreements contained herein or therein (or any oral representations made or alleged to be made in connection herewith or therewith). Nothing set forth Notwithstanding anything to the contrary in this Limited Guaranty Agreement, in no event shall affect Parent, Merger Sub or any Parent Related Party be construed entitled to affect any liability monetary damages (whether such damages are sought at law, in equity, in contract, in tort or otherwise), individually or in the aggregate, in excess of Parent or Sub an amount equal to the Company Termination Fee together with any costs, expenses and interest payable pursuant to Section 8.3(e) for any and all liabilities, losses, damages, obligations, costs or shall confer expenses suffered or give incurred by Parent, Merger Sub or shall any Parent Related Party in connection with this Agreement, any agreement executed in connection herewith and the transactions contemplated hereby or thereby (and the abandonment or termination of the transactions contemplated hereby or thereby) or any breach (whether such breach was a Willful and Material Breach or otherwise) of this Agreement or any agreement executed in connection herewith or any representations, warranties, covenants or agreements contained herein or therein (or any oral representations made or alleged to be construed made in connection herewith or therewith); provided, that in no event will Parent, Merger Sub or any Parent Related Party be entitled to confer or give payment of money damages prior to any Person other than the Company (including any Person acting in a representative capacity) any rights or remedies against any Person other than the Guarantors as expressly set forth hereintermination of this Agreement.

Sole Remedy. (a) The Company acknowledges and agrees that neither Parent nor Merger Sub has any assets, other than their respective rights under the sole cash asset of each of Parent Merger Agreement, and Sub is cash in a de minimis amount that, except as and that on the terms and conditions contemplated by this Guarantee or the Equity Commitment Letter, no additional funds are expected to be contributed to Parent or Merger Sub unless the Closing occurs, and that that, except for rights against Parent and Merger Sub set forth in the Equity Commitment Letter and Section 8.7 of the Merger Agreement, the Company shall not have any right to cause any monies assets to be contributed to Parent or Merger Sub by any currentGuarantor, former any Guarantor Affiliate (as hereinafter below) or prospective equity holderany other Person. (b) Without limiting any obligations of Parent or Merger Sub under the Merger Agreement or either Guarantor under the Equity Commitment Letter, officer, member, manager, director, agent, employee, Affiliate or assignee of any of the Guarantors. The Company further agrees and acknowledges that it no Person other than the Guarantors has any obligations hereunder and that, notwithstanding that Guarantors may be limited partnerships, the Company has no remedy, recourse or right of recovery against, or contribution from, (i) any Guarantor or any of the Guarantors’ former, current or future general or limited partners, stockholders, holders of any equity, partnership or limited liability company interest, officer, member, manager, director, employees, agents agents, controlling persons, assignee or AffiliatesAffiliates of any Guarantor (other than Parent and Merger Sub), (ii) any lender or prospective lender, lead arranger, arranger, agent or representative of or to Parent or Merger Sub or (iii) any Affiliate former, current or future general or limited partners, stockholders, holders of any equity, partnership or limited liability company interest, officer, member, manager, director, employees, agents, attorneys, controlling persons, assignee or Affiliates (other than the Guarantors, Parent or Merger Sub) of any of the foregoingforegoing (those persons and entities described in the foregoing clauses (i), (other than any Affiliate that has executed a limited guaranty in favor of the Company, ii) and (iii) being referred to the extent of such Affiliate’s obligations under such guaranty) (collectively, herein collectively as “Guarantor Affiliates”), through any Guarantor, Parent or Merger Sub or otherwise, whether by or through attempted piercing of the corporate veil or similar action, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable law, by or through a claim by or on behalf of any Guarantor, Parent or Merger Sub against any Guarantor or any Guarantor Affiliate, or otherwise, except for its rights against the Guarantors under this Limited Guaranty Guarantee, its third party beneficiary rights under the Equity Commitment Letter and its rights against Parent and Merger Sub under the Merger Agreement; provided, however, that in the event any Guarantor (i) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger merger, or (ii) transfers or conveys all or a substantial portion of its properties and other assets to any Person such that the sum of all the Guarantors’ of such Guarantor’s remaining net assets plus uncalled capital commitment is less than the Maximum AmountLiability Cap, then, and in each such case, the Company may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statue, regulation or other applicable law, against such continuing or surviving entity or such Person (in either case, a “Successor Entity”), as the case may be, but only to the extent of the unpaid liability of the Guarantors hereunder up to the Maximum Amountportion of the Guaranteed Obligations for which such Guarantor is liable, as determined in accordance with this Limited Guarantee. As used herein, unless otherwise specified, the term Guarantor shall include such Guarantor’s Successor Entity. (c) The Company hereby covenants and agrees that it shall not institute, and shall cause each of its Affiliates and their respective representatives not to institute, directly or indirectly, any Action or bring any other claim arising under, or in connection with, this Limited Guarantee, the Merger Agreement, the Equity Commitment Letter, the Rollover Letter, the Debt Commitment Letter(s) or the transactions contemplated thereby, against any Guarantor or any Guarantor Affiliate except for (i) claims by the Company against any Guarantor under and in accordance with this Limited Guarantee (the “Retained Guarantee Claims”), (ii) claims by the Company against Parent or Merger Sub under and in accordance with the Merger Agreement (the “Retained Merger Agreement Claims”), (iii) with respect to the amended and restated agreement, dated March 15, 2011 between the Company and Providence Equity Partners L.L.C. (the “NDA”), claims by the Company against Providence Equity Partners L.L.C. under and in accordance with the NDA (the “Retained NDA Claims”) and (iv) claims by the Company against Parent to cause Parent to enforce the Equity Commitment Letter in accordance with its terms and subject to the limitations in the Merger Agreement (the “Retained Equity Commitment Claims” and together with the Retained NDA Claims, the Retained Guarantee Claims and the Retained Merger Agreement Claims, the “Retained Claims”). (d) Recourse against each Guarantor, as applicable, solely with respect to the Guarantors under this Limited Guaranty Retained Guarantee Claims, against Parent or Merger Sub solely with respect to the Retained Merger Agreement Claims (and in the case of Parent, the Retained Equity Commitment Claims) and against Providence Equity Partners L.L.C. solely with respect to the Retained NDA Claims shall be the sole and exclusive remedy of the Company and all of its Affiliates against any Guarantor or any Guarantor Affiliate (other than against Parent or Sub for non-monetary damages) in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby. The Company hereby covenants and agrees that it shall not instituteAgreement, and shall cause its respective Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby, against any Guarantor or any Guarantor Affiliate (other than against Parent or Sub for non-monetary damages) except for claims against any Guarantor under this Limited Guaranty. Nothing set forth in this Limited Guaranty and such recourse shall affect or be construed to affect any liability of Parent or Sub subject to the Company or shall confer or give or shall be construed to confer or give to any Person other than the Company (including any Person acting in a representative capacity) any rights or remedies against any Person other than the Guarantors as expressly set forth hereinlimitations described herein and therein.

Sole Remedy. The Company acknowledges and agrees Notwithstanding anything that the sole cash asset of each of Parent and Sub is cash may be expressed or implied in a de minimis amount and that no additional funds are expected to be contributed to Parent or Sub unless the Closing occursthis Limited Guarantee, and that the Company shall not agrees that, except for its rights against D1 Master Fund under this Limited Guarantee (subject to the terms, conditions and limitations set forth herein) and the other Retained Claims, no Person will have any right to cause any monies to be contributed to Parent or Sub by any current, former or prospective equity holder, officer, member, manager, director, agent, employee, Affiliate or assignee of any of the Guarantors. The Company further agrees that it has no remedy, recourse or right of recovery against, and no personal liability will attach (for any reason) to, D1 Master Fund’s, Parent’s or contribution from, any Guarantor or any of the Guarantors’ Merger Sub’s former, current or future stockholdersequityholders, holders of any equityAffiliates, partnership general or limited liability company interestpartners, officerfinancing sources, membercontrolling persons, managermembers, directormanagers, employees, agents agents, representatives, officers or directors or any former, current or future equityholders’ Affiliates, general or any Affiliate limited partners, controlling persons, members, managers, employees, agents, representatives, officers or assignee of any directors of the foregoing, foregoing (other than any Affiliate that has executed a limited guaranty in favor of collectively (but excluding the Company, Guarantors (including D1 Master Fund) under the Limited Guarantees (subject to the extent of such Affiliate’s obligations under such guaranty) (collectivelyterms, conditions and limitations set forth therein), Parent and Merger Sub), the “Guarantor AffiliatesNon-Recourse Parties”), through Parent or Parent, Merger Sub or otherwise, whether by or through attempted piercing of the corporate veil or similar actionveil, whether by or through a claim (whether in tort, contract or otherwise) by or on behalf of Parent or Merger Sub against the Non-Recourse Parties, whether in respect of any Guarantor written or any Guarantor Affiliateoral representations made or alleged to be made in connection herewith, or otherwise; provided that, except for its rights under this Limited Guaranty providedif, howeverafter the date hereof, that in the event any Guarantor D1 Master Fund (i) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or a substantial portion of its properties and other assets to any Person such that the sum of all the Guarantors’ D1 Master Fund’s remaining net assets plus uncalled capital is less than the Maximum AmountCap (less amounts paid under this Limited Guarantee prior to such event), then, and in each such case, the Company may seek shall be entitled to recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statue, regulation or other applicable lawLaw, against such continuing or surviving entity or such Person (in either case, a “Successor Entity”), as the case may be, but only to the extent of the unpaid liability of the Guarantors D1 Master Fund hereunder up to the Maximum Amountamount of the Guaranteed Obligation for which D1 Master Fund is liable, as determined in accordance with this Limited Guarantee. Recourse Notwithstanding anything to the contrary contained herein, recourse against the Guarantors D1 Master Fund under this Limited Guaranty Guarantee (subject to the terms, conditions and limitations set forth herein) and the other Retained Claims shall be the sole and exclusive remedy remedies of the Company and its Subsidiaries and all of its their respective Affiliates against D1 Master Fund and any Guarantor or any Guarantor Affiliate of its respective Affiliates (other than against Parent or Sub for non-monetary damagesMerger Sub) in respect of any liabilities or obligations arising under, or in connection with, or in respect of the Merger Agreement Agreement, this Limited Guarantee or the transactions contemplated hereby or thereby. The ; provided that, if the Closing occurs and all payments required to be made at the Closing by or on behalf of Parent are made in accordance with the terms of the Agreement, none of the Company hereby covenants and agrees that it shall not institute, and shall cause or any of its Subsidiaries or any of their respective Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby, against any Guarantor or any Guarantor Affiliate (other than against Parent or Sub for non-monetary damages) except for claims against any Guarantor may recover under this Limited Guaranty. Nothing set forth in this Limited Guaranty shall affect or be construed to affect any liability of Parent or Sub to the Company or shall confer or give or shall be construed to confer or give to any Person other than the Company (including any Person acting in a representative capacity) any rights or remedies against any Person other than the Guarantors as expressly set forth hereinGuarantee.

Sole Remedy. (a) The Company Guaranteed Party acknowledges and agrees that agrees, on behalf of itself and its Specified Related Persons, that: (i) the sole cash asset of each of Parent and Sub is cash in a de minimis amount amount, and that no additional funds are expected to be contributed to Parent or Sub unless and until the Closing occursoccurs in accordance with the terms and conditions of the Merger Agreement, and that that, without limiting the Company rights of the Guaranteed Party under this Limited Guarantee, and subject to all of the terms, conditions and limitations herein and therein, the Guaranteed Party shall not have any right to cause any monies assets to be contributed to Parent or Sub by any currentthe Guarantors, former or prospective equity holder, officer, member, manager, director, agent, employee, Affiliate or assignee of any of the Guarantors. The Company further agrees Guarantor’s Related Persons or any other Person, except any such rights pursuant to the Retained Claims; (ii) notwithstanding anything that it may be expressed or implied in this Limited Guarantee, the Merger Agreement, the Equity Commitment Letter or any other agreement, document or instrument delivered in connection herewith or therewith or the transactions contemplated hereby or thereby, the Guarantors shall not have any obligation or liability to any Person relating to, arising out of or in connection with, this Limited Guarantee, the Merger Agreement, the Equity Commitment Letter or any other agreement, document or instrument delivered in connection herewith or therewith or the transactions contemplated hereby or thereby (or the termination or abandonment thereof), other than as expressly set forth herein or therein, and that no Person other than the Guarantors shall have any liability or obligation hereunder, in each case in this clause (ii) except pursuant to the Retained Claims; and (iii) notwithstanding that each Guarantor is a limited partnership, the Guaranteed Party has no and shall have no right of remedy, recourse or right of recovery against(whether at law or equity or in tort, or contribution from, any Guarantor or any of the Guarantors’ former, current or future stockholders, holders of any equity, partnership or limited liability company interest, officer, member, manager, director, employees, agents or Affiliates, or any Affiliate or assignee of any of the foregoing, (other than any Affiliate that has executed a limited guaranty in favor of the Company, to the extent of such Affiliate’s obligations under such guaranty) (collectively, “Guarantor Affiliates”), through Parent or Sub contract or otherwise, whether by or through attempted piercing of the corporate veil or similar action, by or through a claim by or on behalf of Parent or Sub against any Guarantor or any Guarantor Affiliate, or otherwise, except for its rights under this Limited Guaranty provided, however, that in the event any Guarantor (i) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or a substantial portion of its properties and other assets to any Person such that the sum of all the Guarantors’ remaining net assets plus uncalled capital is less than the Maximum Amount, then, and in each such case, the Company may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statue, regulation or other applicable law, against such continuing or surviving entity or such Person (in either case, a “Successor Entity”), as the case may be, but only to the extent of the unpaid liability of the Guarantors hereunder up to the Maximum Amount. Recourse against the Guarantors under this Limited Guaranty shall be the sole and exclusive remedy of the Company and all of its Affiliates against any Guarantor or any Guarantor Affiliate Guarantor’s Related Persons (other than against Parent or Sub for non-monetary damagesany Related Person of such Persons), and no personal liability or obligation whatsoever shall attach to any of Guarantor’s Related Persons (or any Related Person of such Persons) in respect of (including, without limitation, any liabilities or obligations arising under, or in connection with, this Limited Guarantee, the Merger Agreement, the Equity Commitment Letter or any other agreement, document or instrument delivered in connection herewith or therewith or the transactions contemplated hereby or thereby (or the termination or abandonment thereof) or otherwise, or in respect of any oral representations made or alleged to be made in connection therewith or herewith, including in the event Parent or Merger Sub breaches (whether willfully, intentionally, unintentionally or otherwise) its obligations under the Merger Agreement or the transactions contemplated thereby. The Company hereby covenants and agrees that it shall not institute, and shall cause its respective Affiliates not to institute, any proceeding or bring any other claim arising underagreement, document or instrument delivered in connection withherewith or therewith or otherwise, whether or not any such breach is caused by the Merger Agreement Guarantors breach (whether willfully, intentionally, unintentionally or the transactions contemplated thereby, against any Guarantor or any Guarantor Affiliate (other than against Parent or Sub for non-monetary damagesotherwise) except for claims against any Guarantor of their obligations under this Limited Guaranty. Nothing set forth Guarantee or the Equity Commitment Letter), in this Limited Guaranty shall affect each case, whether by or be construed to affect through any Guarantor, Parent, Merger Sub or any other Person, whether by or through attempted piercing of the corporate, limited liability company or limited partnership veil or similar action, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or Applicable Law, by or through a claim (whether at law or equity or in tort, contract or otherwise) by or on behalf of Parent or Merger Sub against the Guarantors or any Related Person of any Guarantor (or any Related Person of such Persons), or otherwise, in each case in this clause (iii) except pursuant to the Company Retained Claims, and in no event shall the Guaranteed Party or shall confer any of its Specified Related Persons (or give any Related Person of such Persons) seek any damages of any kind or shall be construed to confer any other recovery, judgment, or give to remedies of any Person other than the Company kind (including any multiple, consequential, indirect, special, statutory, exemplary or punitive damages) in excess of the Maximum Aggregate Amount against the Guarantors or any Related Person acting in a representative capacityof any Guarantor (or any Related Person of such Persons) any rights or remedies against any Person other pursuant to the terms and subject to the conditions hereof (or, with respect to each Guarantor, more than the lesser of (x) such Guarantor’s Maximum Guarantor Amount, if any and (y) such Guarantor’s Pro Rata Percentage of the Maximum Aggregate Amount) (as such amount may be reduced pursuant to Section 2(c) above). (b) Except for the Retained Claims, the recourse against the Guarantors as expressly set forth herein.under this Limited Guarantee shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of the Guaranteed Party and all of its Specified Related Persons against the Guarantors and

Sole Remedy. (a) The Company Guaranteed Party acknowledges and agrees that that: (i) the sole cash asset of each of Parent and Sub is cash in a de minimis amount amount, and that no additional funds are expected to be contributed to Parent or Sub unless and until the Closing occursoccurs in accordance with the terms and conditions of the Merger Agreement, and that that, without limiting the Company rights of the Guaranteed Party under this Limited Guarantee, and subject to all of the terms, conditions and limitations herein and therein, the Guaranteed Party shall not have any right to cause any monies assets to be contributed to Parent or Merger Sub by any currentthe Guarantor, former or prospective equity holder, officer, member, manager, director, agent, employee, Affiliate or assignee of any of the Guarantors. The Company further agrees Guarantor’s Related Persons (as defined below) or any other Person; (ii) notwithstanding anything that it may be expressed or implied in this Limited Guarantee, the Merger Agreement or any other document or instrument delivered in connection herewith or therewith, the Guarantor shall not have any obligation or liability to any Person relating to, arising out of or in connection with the Merger Agreement or this Limited Guarantee, or the transactions contemplated hereby or thereby, other than as expressly set forth herein, and that, no Person other than the Guarantor shall have any liability or obligation hereunder; and (iii) the Guaranteed Party has no and shall have no right of remedy, recourse or right of recovery against(whether at law or equity or in tort, contract or contribution from, any otherwise) against the Guarantor or any of the Guarantors’ former, current or future stockholders, holders of any equity, partnership or limited liability company interest, officer, member, manager, director, employees, agents or Affiliates, Guarantor’s Related Persons (or any Affiliate Related Person of such Persons), and no personal liability or assignee of any of the foregoing, (other than any Affiliate that has executed a limited guaranty in favor of the Company, obligation whatsoever shall attach to the extent Guarantor’s Related Persons (or any Related Person of such Affiliate’s obligations under such guarantyPersons) (collectivelyincluding, “Guarantor Affiliates”)without limitation, through Parent or Sub or otherwise, whether by or through attempted piercing of the corporate veil or similar action, by or through a claim by or on behalf of Parent or Sub against any Guarantor or any Guarantor Affiliate, or otherwise, except for its rights under this Limited Guaranty provided, however, that in the event any Guarantor (i) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or a substantial portion of its properties and other assets to any Person such that the sum of all the Guarantors’ remaining net assets plus uncalled capital is less than the Maximum Amount, then, and in each such case, the Company may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statue, regulation or other applicable law, against such continuing or surviving entity or such Person (in either case, a “Successor Entity”), as the case may be, but only to the extent of the unpaid liability of the Guarantors hereunder up to the Maximum Amount. Recourse against the Guarantors under this Limited Guaranty shall be the sole and exclusive remedy of the Company and all of its Affiliates against any Guarantor or any Guarantor Affiliate (other than against Parent or Sub for non-monetary damages) in respect of any liabilities or obligations arising under, or in connection with, this Limited Guarantee or the transactions contemplated hereby or thereby, or in respect of any oral representations made or alleged to be made in connection therewith or herewith, including in the event Parent or Merger Sub breaches its obligations under the Merger Agreement, whether or not any such breach is caused by the Guarantor’s breach of its obligations under this Limited Guarantee), in each case, whether by or through the Guarantor, Parent, Merger Sub or any other Person, whether by or through attempted piercing of the corporate, limited liability company or limited partnership veil or similar action, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable law, by or through a claim (whether at law or equity or in tort, contract or otherwise) by or on behalf of Parent or Merger Sub against the Guarantor or any Related Person of the Guarantor (or any Related Person of such Persons), or otherwise, except for its rights against the Guarantor under this Limited Guarantee pursuant to the terms and subject to the conditions hereof, and in no event shall the Guaranteed Party or any of its Related Persons seek any damages of any kind or any other recovery, judgment, or remedies of any kind (including consequential, indirect or punitive damages) in excess of the Maximum Guarantor Amount against the Guarantor pursuant to the terms and subject to the conditions hereof. (b) The recourse against the Guarantor under this Limited Guarantee shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of the Guaranteed Party and all of its Related Persons against the Guarantor and the Guarantor’s Related Persons (and any Related Person of such Related Persons), and neither the Guarantor nor any of the Guarantor’s Related Persons (nor any Related Person of such Persons) will have any obligation or liability to any Person, in each case, in respect of any breaches, losses, damages, liabilities or obligations arising under, or in connection with, this Limited Guarantee, the Merger Agreement or the transactions contemplated hereby or thereby, including in respect of any oral representations made or alleged to be made in connection herewith or therewith. The Company Guaranteed Party hereby unconditionally and irrevocably covenants and agrees that it shall not institute, directly or indirectly, and shall cause its respective Affiliates Related Persons (and any Related Person of such Persons) not to institute, directly or indirectly, any proceeding or bring any other claim (whether at law, in equity, in contract, in tort or otherwise) arising under, or in connection with, the Merger Agreement or this Limited Guarantee or the transactions contemplated hereby or thereby, or in respect of any oral representations made or alleged to be made in connection herewith or therewith, against any the Guarantor or any Guarantor Affiliate of the Guarantor’s Related Persons (other than against Parent or Sub for non-monetary damages) any Related Person of such Persons), except for claims of the Guaranteed Party against any the Guarantor under pursuant to the terms and subject to the conditions of this Limited GuarantyGuarantee. Nothing set forth As used in this Limited Guaranty Guarantee, the term “Related Person” shall affect mean, with respect to any Person, any former, current or be construed to affect future direct or indirect equity holder, controlling Person, general or limited partner, officer, director, employee, investment professional, manager, stockholder, member, agent, Affiliate, Representatives or financing source of any liability of the foregoing; provided, that the definition of “Related Person” shall exclude the undersigned and its successors and assigns in respect of its express obligations hereunder and Parent or Merger Sub to and their respective successors and assigns in respect of its express obligations under the Company or shall confer or give or shall be construed to confer or give to any Person other than the Company (including any Person acting in a representative capacity) any rights or remedies against any Person other than the Guarantors as expressly set forth hereinMerger Agreement.

Sole Remedy. The Company Guaranteed Party acknowledges and agrees that the sole cash asset of each of Parent and Sub is cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Sub unless the Offer Closing occurs. The Guaranteed Party further agrees that it has no right of recovery against: the Guarantor; any former, and that the Company shall not have any right to cause any monies to be contributed to Parent current or Sub by any currentfuture, former direct or prospective equity holderindirect director, officer, employee, agent, representative, advisor or affiliate of the Guarantor; any former, current or future, direct or indirect holder of any equity interests or securities of the Guarantor (whether such holder is a limited or general partner, member, stockholder or otherwise); any former, current or future assignee of the Guarantor; or any former, current or future director, officer, employee, agent, representative, advisor, affiliate, general or limited partner, manager, directormember, agent, employee, Affiliate stockholder or assignee of any of the Guarantors. The Company further agrees that it has no remedyforegoing (each such person or entity, recourse or right of recovery against, or contribution from, any Guarantor or any of the Guarantors’ former, current or future stockholders, holders of any equity, partnership or limited liability company interest, officer, member, manager, director, employees, agents or Affiliates, or any Affiliate or assignee of any of the foregoing, (other than any Affiliate that has executed a limited guaranty in favor of the Company, to the extent of such Affiliate’s obligations under such guaranty“Related Person”) (collectively, “Guarantor Affiliates”), through Parent or Sub or otherwise, whether by or through attempted piercing of the corporate veil corporate, limited liability company or similar actionlimited partnership veil, by or through a claim by or on behalf of Parent or Sub against any the Guarantor or any Guarantor AffiliateRelated Person, or otherwise, except for the following (“Related Claims”) (i) its rights against the Guarantor under this Limited Guaranty providedGuaranty, however, that in the event any Guarantor (i) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers claims in respect of the Confidentiality Agreement or conveys all its rights as a third-party beneficiary under Paragraph 6 of the Equity Commitment Letter, (iii) claims by the Guaranteed Party against Parent or a substantial portion of its properties and other assets to any Person such that the sum of all the Guarantors’ remaining net assets plus uncalled capital is less than the Maximum Amount, then, Acquisition Sub under and in accordance with the Merger Agreement, or (iv) claims against Parent seeking to cause Parent to enforce the Equity Commitment Letter and (v) claims against Investor (as defined in the Equity Commitment Letter) directly seeking to cause Sponsor to fund under the Equity Commitment Letter, in each such case, in accordance with and to the Company may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statue, regulation or other applicable law, against such continuing or surviving entity or such Person extent (in either case, a “Successor Entity”), as the case may be, but only to the extent extent) permitted by Section 9.9 of the unpaid liability of the Guarantors hereunder up to the Maximum AmountMerger Agreement. Recourse against the Guarantors Guarantor under this Limited Guaranty shall be the sole and exclusive remedy of the Company Guaranteed Party and all of its Affiliates affiliates against the Guarantor and any Guarantor or any Guarantor Affiliate (other than against Parent or Sub for non-monetary damages) Related Person in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement or the transactions contemplated therebyTransactions, except for claims in respect of the Confidentiality Agreement or the Guaranteed Party’s rights as a third-party beneficiary under Paragraph 6 of the Equity Commitment Letter or any other Related Claims. The Company Guaranteed Party hereby covenants and agrees that it shall not institute, and shall cause its respective Affiliates affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement or the Transactions or the Equity Commitment Letter or the transactions contemplated thereby, against any the Guarantor or any Guarantor Affiliate Related Person (other than against Parent or Sub for non-monetary damagesAcquisition Sub) except for claims of the Guaranteed Party against any the Guarantor under this Limited Guaranty, claims in respect of the Confidentiality Agreement or claims pursuant to its rights as a third-party beneficiary under Paragraph 6 of the Equity Commitment Letter or any other Related Claims. Nothing set forth in this Limited Guaranty shall affect or be construed to affect any liability of Parent or Sub to the Company or shall confer or give or shall be construed to confer or give to any Person person other than the Company (including any Person acting in a representative capacity) Guaranteed Party any rights or remedies against under this Limited Guaranty and the Guarantor shall not have any Person obligation or liability to any person relating to, arising out of or in connection with this Limited Guaranty, the Merger Agreement, the Transactions, the Equity Commitment Letter or the transactions contemplated thereby other than the Guarantors as expressly set forth hereinherein or in the Equity Commitment Letter. The Guaranteed Party acknowledges that the Guarantor is agreeing to enter into this Limited Guaranty in reliance on the provisions set forth in this Section 3. This Section 3 shall survive any expiration or termination of this Limited Guaranty.

Sole Remedy. Section 3.01 The Company hereby acknowledges and agrees that Parent has no assets as of the sole cash asset of each of Parent and Sub is cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Sub unless the Closing occursdate hereof, and that the Company shall not have any right to cause any monies to be contributed to Parent or Sub by any current, former or prospective equity holderstockholder, officer, member, managerdirector, agent, employee, Affiliate or assignee of the Guarantors. Section 3.02 The Company hereby agrees that no Person other than the Guarantors shall have any obligation or liability arising out of, in connection with or relating to this Guaranty and that neither the Company nor any other Person shall have any remedy, recourse or right of recovery against any current, former or prospective stockholder, member, general or limited partner, officer, director, agent, employee, Affiliate or assignee of the Guarantor, or against any current, former or prospective stockholder, member, general or limited partner, officer, director, agent, employee, Affiliate or assignee of any of the Guarantors. The Company further agrees that it has no remedy, recourse or right of recovery against, or contribution from, any Guarantor or any of the Guarantors’ former, current or future stockholders, holders of any equity, partnership or limited liability company interest, officer, member, manager, director, employees, agents or Affiliates, or any Affiliate or assignee of any of the foregoing, (other than any Affiliate that has executed whether through a limited guaranty in favor of the Company, to the extent of such Affiliate’s obligations under such guaranty) (collectively, “Guarantor Affiliates”), through Parent or Sub or otherwise, whether by or through attempted piercing of the corporate veil or similar actionveil, by or through a claim by or on behalf of Parent against a Guarantor or Sub against any Guarantor current, former or prospective stockholder, member, general or limited partner, officer, director, agent, employee, Affiliate or assignee of a Guarantor, Parent or any Guarantor Affiliateof their respective Affiliates, or otherwise, except for its rights under this Limited Guaranty provided, however, that in the event any Guarantor (i) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or a substantial portion of its properties and other assets to any Person such that the sum of all the Guarantors’ remaining net assets plus uncalled capital is less than the Maximum Amount, then, and in each such case, . Section 3.03 Recourse by the Company may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statue, regulation or other applicable law, against such continuing or surviving entity or such Person (in either case, a “Successor Entity”), as the case may be, but only to the extent of the unpaid liability of the Guarantors hereunder up to the Maximum Amount. Recourse against the Guarantors under this Limited Guaranty shall be the sole and exclusive remedy of the Company and all of its Affiliates against any Guarantor the Guarantors or any Guarantor Affiliate of their Affiliates (other than against Parent or Sub for non-monetary damagesParent) in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby. The Company hereby covenants and agrees that it shall not institute, and shall cause its respective Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby, against any either Guarantor or any Guarantor Affiliate of its Affiliates (other than against Parent or Sub for non-monetary damages) Parent), except for claims by the Company against any Guarantor the Guarantors under this Limited Guaranty. Nothing set forth in this Limited Guaranty shall affect or be construed to affect any liability of Parent or Sub to the Company or shall confer or give give, or shall be construed to confer or give give, to any Person other than the Company (including any Person acting in a representative capacity) any rights or remedies against any Person other than in respect of or relating to any obligation or liability of the Guarantors as expressly set forth hereinarising out of, in connection with or relating to this Guaranty. Section 3.04 Notwithstanding any provision hereof or otherwise, including by applicable Law, no obligation or liability contained in, arising out of, in connection with or relating to this Guaranty shall be enforceable by way of specific performance.

Sole Remedy. (a) The Company hereby acknowledges and agrees that the sole cash asset of each of Parent and Merger Sub is cash in a de minimis amount and that have no additional funds are expected to be contributed to Parent or Sub unless assets as of the Closing occursdate hereof, and that the Company shall not have any right to cause 3 any monies to be contributed to Parent or Merger Sub by any current, former or prospective equity holderstockholder of Parent, Merger Sub or Guarantor or any of their respective Affiliates or any current, former or prospective officer, member, manager, director, agent, employee, Affiliate general or assignee of any limited partner, member or investor of the Guarantors. foregoing. (b) The Company further hereby agrees that it has that, except in the case of fraud by the Guarantor, no Person other than the Guarantor shall have any obligation or liability arising out of, in connection with or relating to this Guarantee and that, except in the case of fraud by the Guarantor, neither the Company nor any other Person shall have any remedy, recourse or right of recovery againsthereunder against any current, former or contribution fromprospective stockholder of Parent, any Merger Sub or Guarantor or any of the Guarantors’ formertheir respective Affiliates (other than Guarantor) or any current, current former or future stockholders, holders of any equity, partnership or limited liability company interest, prospective officer, member, manager, director, employeesemployee, agents general or Affiliateslimited partner, member or any Affiliate or assignee of any investor of the foregoing, foregoing (other than any Affiliate that has executed a limited guaranty in favor including of the Company, to the extent of such Affiliate’s obligations under such guaranty) (collectively, “Guarantor Affiliates”Guarantor), whether through Parent or Sub Guarantor or otherwise, whether by or through attempted piercing of the corporate veil or similar actionveil, by or through a claim by or on behalf of Parent or Merger Sub against Guarantor or against any current, former or prospective stockholder of Guarantor or any Guarantor Affiliateof its Affiliates or any current, former or prospective officer, director, employee, general or limited partner, member or investor of the foregoing or otherwise. (c) Except in the case of fraud by the Guarantor, except for its rights recourse by the Company against the Guarantor under this Limited Guaranty provided, however, that in the event any Guarantor (i) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or a substantial portion of its properties and other assets to any Person such that the sum of all the Guarantors’ remaining net assets plus uncalled capital is less than the Maximum Amount, then, and in each such case, the Company may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statue, regulation or other applicable law, against such continuing or surviving entity or such Person (in either case, a “Successor Entity”), as the case may be, but only to the extent of the unpaid liability of the Guarantors hereunder up to the Maximum Amount. Recourse against the Guarantors under this Limited Guaranty Guarantee shall be the sole and exclusive remedy of the Company and all against the Guarantor or any of its Affiliates against any Guarantor or any Guarantor Affiliate (other than against Parent or Sub for non-monetary damagesand Merger Sub) in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby. The Company hereby covenants and agrees that that, except in the case of fraud by the Guarantor, it shall not institute, and shall cause its respective Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement (including by reason of the Financing Commitment related to the Equity Financing) or the transactions contemplated thereby, against any the Guarantor or any Guarantor Affiliate of its Affiliates (other than against Parent or Sub for non-monetary damages) and Merger Sub), except for claims by the Company against any the Guarantor under this Limited GuarantyGuarantee. Nothing set forth in this Limited Guaranty Guarantee shall affect or be construed to affect any liability of Parent or Merger Sub to the Company or shall confer or give give, or shall be construed to confer or give give, to any Person other than the Company (including any Person acting in a representative capacity) any rights or remedies against any Person in respect of or relating to any obligation or liability of the Guarantor arising out of, in connection with or relating to this Guarantee. (d) Except in the case of fraud by the Guarantor, the Company acknowledges and agrees that neither Parent nor Merger Sub shall have any liability to the Company in respect of any claims for monetary damages that the Company may bring against Parent or Merger Sub pursuant to or in connection with the Merger Agreement or this Guarantee that are in an aggregate amount, together with all other than such claims that have been brought by the Guarantors Company against and paid by Parent and/or Merger Sub, all amounts paid by Parent pursuant to Section 7.2(e) of the Merger Agreement and all amounts paid pursuant to this Guarantee, in excess of the Maximum Amount, and that if the payment to the Company of any judgment for monetary damages, when taken together with any amounts paid by Parent pursuant to Section 7.2(e) of the Merger Agreement and any amounts paid pursuant to this Guarantee, would cause the Maximum Amount to be exceeded, such judgment shall be paid only in such portion as expressly set forth hereinwould not cause the Maximum Amount to be exceeded.

Sole Remedy. The Company acknowledges and agrees that Notwithstanding anything to the sole cash asset contrary set forth in this Agreement, in the event of each of a Parent and Sub is cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Sub unless Termination Fee Triggering Termination, the Closing occurs, and that the Company shall not have any right to cause any monies to be contributed to Parent or Sub by any current, former or prospective equity holder, officer, member, manager, director, agent, employee, Affiliate or assignee of any Company’s receipt of the Guarantors. The Company further agrees that it has no remedy, recourse or right of recovery against, or contribution from, any Guarantor or any of the Guarantors’ former, current or future stockholders, holders of any equity, partnership or limited liability company interest, officer, member, manager, director, employees, agents or Affiliates, or any Affiliate or assignee of any of the foregoing, (other than any Affiliate that has executed a limited guaranty in favor of the Company, Parent Termination Fee to the extent of such Affiliate’s obligations under such guaranty) (collectively, “Guarantor Affiliates”owed pursuant to this Section 9.03(a), through other than in the case of Fraud or Willful Breach of this Agreement by Parent or Sub or otherwiseMerger Subs, whether by or through attempted piercing of the corporate veil or similar action, by or through a claim by or on behalf of Parent or Sub against any Guarantor or any Guarantor Affiliate, or otherwise, except for its rights under this Limited Guaranty provided, however, that in the event any Guarantor (i) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or a substantial portion of its properties and other assets to any Person such that the sum of all the Guarantors’ remaining net assets plus uncalled capital is less than the Maximum Amount, then, and in each such case, the Company may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statue, regulation or other applicable law, against such continuing or surviving entity or such Person (in either case, a “Successor Entity”), as the case may be, but only to the extent of the unpaid liability of the Guarantors hereunder up to the Maximum Amount. Recourse against the Guarantors under this Limited Guaranty shall will be the sole and exclusive remedy of the Company and all the other Acquired Companies and each of their respective Affiliates and Representatives against (A) Parent, its Subsidiaries and each of their respective Affiliates against any Guarantor or any Guarantor Affiliate and (other than against Parent or Sub for non-monetary damagesB) in respect the former, current and future holders of any liabilities equity, controlling persons, directors, officers, employees, agents, attorneys, Affiliates, members, managers, general or obligations arising underlimited partners, or in connection withstockholders and assignees of each of Parent, its Subsidiaries and each of their respective Affiliates (clauses (A) and (B) collectively, the Merger “Parent Related Parties”) for any loss or Damages based upon, arising out of or relating to this Agreement or the transactions contemplated thereby. The Company hereby covenants and agrees that it shall not institutenegotiation, and shall cause its respective Affiliates not to institute, any proceeding execution or bring any other claim arising under, or in connection with, the Merger Agreement performance hereof or the transactions contemplated thereby, against any Guarantor or any Guarantor Affiliate (other than against Parent or Sub for non-monetary damages) except for claims against any Guarantor under this Limited GuarantyTransactions. Nothing Notwithstanding anything to the contrary set forth in this Limited Guaranty shall affect Agreement, upon payment of such amount, other than in the case of Fraud or be construed to affect any liability Willful Breach of this Agreement by Parent or Sub to Merger Subs, none of the Company Parent Related Parties will have any further Liability or shall confer obligation, monetary or give or shall be construed to confer or give otherwise, to any Person of the Acquired Companies relating to or arising out of this Agreement or the Transactions and none of the Company, the other than the Company (Acquired Companies, and any of their respective Affiliates or Representatives shall seek to obtain any recovery, judgment or Damages of any kind, at law or in equity or otherwise, including any Person acting in a representative capacity) any rights consequential, indirect or remedies punitive damages, against any Person other than of the Guarantors as expressly set forth hereinParent Related Parties (except, for the avoidance of doubt, that the Parties (or their Affiliates) will remain obligated with respect to, and the Parties may be entitled to remedies with respect to, the Confidentiality Agreement).

Sole Remedy. The Company Guaranteed Party acknowledges and agrees that the sole cash asset of each of Parent and Sub is cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Sub unless the Offer Closing occurs. The Guaranteed Party further agrees that it has no right of recovery against: the Guarantor; any former, and that the Company shall not have any right to cause any monies to be contributed to Parent current or Sub by any currentfuture, former direct or prospective equity holderindirect director, officer, employee, agent, representative, advisor or affiliate of the Guarantor; any former, current or future, direct or indirect holder of any equity interests or securities of the Guarantor (whether such holder is a limited or general partner, member, stockholder or otherwise); any former, current or future assignee of the Guarantor; or any former, current or future director, officer, employee, agent, representative, advisor, affiliate, general or limited partner, manager, directormember, agent, employee, Affiliate stockholder or assignee of any of the Guarantors. The Company further agrees that it has no remedyforegoing (each such person or entity, recourse or right of recovery against, or contribution from, any Guarantor or any of the Guarantors’ former, current or future stockholders, holders of any equity, partnership or limited liability company interest, officer, member, manager, director, employees, agents or Affiliates, or any Affiliate or assignee of any of the foregoing, (other than any Affiliate that has executed a limited guaranty in favor of the Company, to the extent of such Affiliate’s obligations under such guaranty“Related Person”) (collectively, “Guarantor Affiliates”), through Parent or Sub or otherwise, whether by or through attempted piercing of the corporate veil corporate, limited liability company or similar actionlimited partnership veil, by or through a claim by or on behalf of Parent or Sub against any the Guarantor or any Guarantor AffiliateRelated Person, or otherwise, except for the following (“Related Claims”) (i) its rights against the Guarantor under this Limited Guaranty providedGuaranty, however, that in the event any Guarantor (i) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers claims in respect of the Confidentiality Agreement or conveys all its rights as a third-party beneficiary under Paragraph 6 of the Equity Commitment Letter, (iii) claims by the Guaranteed Party against Parent or a substantial portion of its properties and other assets to any Person such that the sum of all the Guarantors’ remaining net assets plus uncalled capital is less than the Maximum Amount, then, Acquisition Sub under and in accordance with the Merger Agreement, or (iv) claims against Parent seeking to cause Parent to enforce the Equity Commitment Letter and (v) claims against Investor (as defined in the Equity Commitment Letter) directly seeking to cause Sponsor to fund under the Equity Commitment Letter, in each such case, in accordance with and to the Company may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statue, regulation or other applicable law, against such continuing or surviving entity or such Person extent (in either case, a “Successor Entity”), as the case may be, but only to the extent extent) permitted by Section 9.9 of the unpaid liability of the Guarantors hereunder up to the Maximum AmountMerger Agreement. Recourse against the Guarantors Guarantor under this Limited Guaranty shall be the sole and exclusive remedy of the Company Guaranteed Party and all of its Affiliates affiliates against the Guarantor and any Guarantor or any Guarantor Affiliate (other than against Parent or Sub for non-monetary damages) Related Person in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement or the transactions contemplated therebyTransactions, except for claims in respect of the Confidentiality Agreement or the Guaranteed Party’s rights as a third-party beneficiary under Paragraph 6 of the Equity Commitment Letter or any other Related Claims. The Company Guaranteed Party hereby covenants and agrees that it shall not institute, and shall cause its respective Affiliates affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement or the Transactions or the Equity Commitment Letter or the transactions contemplated thereby, against any the Guarantor or any Guarantor Affiliate Related Person (other than against Parent or Sub for non-monetary damagesAcquisition Sub) except for claims of the Guaranteed Party against any the Guarantor under this Limited Guaranty, claims in respect of the Confidentiality Agreement or claims pursuant to its rights as a third-party beneficiary under Paragraph 6 of the Equity Commitment Letter or any other Related Claims. Nothing set forth in this Limited Guaranty shall affect or be construed to affect any liability of Parent or Sub to the Company or shall confer or give or shall be construed to confer or give to any Person person other than the Company (including any Person acting in a representative capacity) Guaranteed Party any rights or remedies against any Person other than the Guarantors as expressly set forth hereinunder this Limited Guaranty.

Sole Remedy. The Company acknowledges and agrees that (a) No Person other than the sole cash asset of each of Parent and Sub is cash in a de minimis amount and that no additional funds are expected Guarantor has any obligations under this Guaranty and, with respect to be contributed to Parent or Sub unless this Guaranty, the Closing occurs, and that the Company shall not have any right to cause any monies to be contributed to Parent or Sub by any current, former or prospective equity holder, officer, member, manager, director, agent, employee, Affiliate or assignee of any of the Guarantors. The Company further agrees that it Beneficiary has no remedy, recourse or right of recovery against, or contribution fromfrom any other Person, including (i) any Guarantor Subsidiary or any Affiliate of the Guarantors’ formerGuarantor, current or future stockholders, holders of (ii) any equity, partnership or limited liability company interest, officer, member, managerequityholder, director, employeesemployee, agents or Affiliatesagent, or any Affiliate controlling person or assignee of the Guarantor or of any Subsidiary or Affiliate of the foregoingGuarantor, or (other than iii) any Affiliate that has executed a limited guaranty in favor lender or prospective lender, lead arranger, arranger, agent, broker, underwriter or representative of the Company, or to the extent of such Affiliate’s obligations under such guaranty) Guarantor or Buyer (collectively, the “Guarantor AffiliatesBuyer Related Parties”), whether through Parent the Guarantor or Sub Buyer or otherwise, whether by or through attempted piercing of the corporate veil or similar action, by the enforcement of any assessment or by any legal or equitable claim, action lawsuit or proceeding, by virtue of any Law, by or through a claim by or on behalf of Parent the Guarantor or Sub Buyer against any the Guarantor or any Guarantor AffiliateBuyer Related Party, or otherwise, except for its rights against the Guarantor under this Limited Guaranty. (b) The Beneficiary hereby covenants and agrees that it shall not institute, directly or indirectly, any claim, action, lawsuit or proceeding arising under, or in connection with, this Guaranty, the Purchase Agreement or the Transactions, against the Guarantor or any Buyer Related Party except for claims by the Beneficiary (i) against the Guarantor under and in accordance with this Guaranty provided(the “Retained Guaranty Claims”), however(ii) against any other counterparty to the Confidentiality Agreement (the “Retained Confidentiality Claims”) or (iii) claims by the Beneficiary against Buyer under and in accordance with the Purchase Agreement or any other Transaction Agreement (the “Retained Purchase Agreement Claims” and together with the Retained Confidentiality Claims and the Retained Guaranty Claims, that the “Retained Claims”). (c) Recourse (i) against the Guarantor solely with respect to the Retained Guaranty Claims and the Retained Confidentiality Claims and (ii) against Buyer solely with respect to the Retained Purchase Agreement Claims shall be the sole and exclusive remedy of the Beneficiary against the Guarantor or any Buyer Related Party in respect of any liabilities or obligations arising under, or in connection with, the Purchase Agreement, the Transactions, or this Guaranty (including in respect on any representations made or alleged to be made in connection with this Guaranty), and such recourse shall be subject to the other limitations described herein and therein. (d) Notwithstanding the foregoing, in the event any the Guarantor (i) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or a substantial portion substantially all of its properties and other assets to any Person such that the sum of all the Guarantors’ remaining net assets plus uncalled capital is less than the Maximum AmountPerson, then, and in each such case, the Company Beneficiary may seek recourse, whether by recourse with respect to the enforcement of any judgment Retained Guaranty Claims or assessment the Retained Confidentiality Claims that would otherwise be available to the Beneficiary if such consolidation or by any legal merger or equitable proceeding transfer or by virtue of any statue, regulation or other applicable lawconveyance had not occurred, against such continuing or surviving entity or such Person (in either case, a “Successor Entity”)Person, as the case may be, but only to the extent of the unpaid liability of the Guarantors Guarantor hereunder up to the Maximum Amount. Recourse against the Guarantors under this Limited Guaranty shall be the sole and exclusive remedy amount of the Company and all of its Affiliates against any Guarantor or any Guarantor Affiliate (other than against Parent or Sub for non-monetary damages) Guaranteed Obligations, as determined in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby. The Company hereby covenants and agrees that it shall not institute, and shall cause its respective Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby, against any Guarantor or any Guarantor Affiliate (other than against Parent or Sub for non-monetary damages) except for claims against any Guarantor under accordance with this Limited Guaranty. Nothing set forth in this Limited Guaranty shall affect or be construed to affect any liability of Parent or Sub to the Company or shall confer or give or shall be construed to confer or give to any Person other than the Company (including any Person acting in a representative capacity) any rights or remedies against any Person other than the Guarantors as expressly set forth herein.

Sole Remedy. (a) The Company Guaranteed Party acknowledges and agrees that the sole cash asset agrees, on behalf of itself and on behalf of each of its respective Company Related Parties, that the assets of Parent and Merger Sub is are limited to cash in a de minimis amount and its rights under, and on the terms, and subject to the conditions, set forth in the Merger Agreement and the Equity Commitment Letter and that no additional funds are expected to be contributed to Parent or Merger Sub unless until the Closing occursOffer Acceptance Time occurs (or will occur immediately thereafter) pursuant to the Merger Agreement. The Guaranteed Party further acknowledges and agrees, on behalf of itself and the Company Related Parties, that no Person (other than the Guarantor on the terms, and subject to the conditions, set forth herein) has any obligations hereunder and that, notwithstanding that the Guarantor may be a limited partnership, limited liability company, exempt company or similar entity or anything to the contrary herein or in any other Transaction Document, the Guaranteed Party and the Company shall not Related Parties have any right to cause any monies to be contributed to Parent or Sub by any current, former or prospective equity holder, officer, member, manager, director, agent, employee, Affiliate or assignee of any of the Guarantors. The Company further agrees that it has no remedy, recourse or right of recovery under, or otherwise related to, this Guarantee, the Merger Agreement, the Equity Commitment Letter, the other Transaction Documents or the transactions contemplated hereby or thereby against, or contribution from, any Guarantor or any of the Guarantors’ former, current or future stockholders, holders of any equity, partnership or limited liability company interest, officer, member, manager, director, employees, agents or Affiliates, or any Affiliate or assignee of any of the foregoing, (other than any Affiliate that has executed a limited guaranty in favor of the Company, to the extent of such Affiliate’s obligations under such guaranty) (collectively, “Guarantor Affiliates”), through Parent the Guarantor or Parent, Merger Sub or otherwise, whether by or through attempted piercing of the corporate veil or similar action, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable law, by or through a claim (whether in tort, contract or otherwise) by or on behalf of Parent the Guarantor or Merger Sub against any the Guarantor or any Guarantor Affiliate, or otherwise, except for its rights under this Limited Guaranty provided, however, that in the event any Guarantor Retained Claims (ias hereinafter defined) consolidates against the party(ies) with or merges with any other Person and is not the continuing or surviving entity of respect to which such consolidation or merger or (ii) transfers or conveys all or a substantial portion of its properties and other assets to any Person such that the sum of all the Guarantors’ remaining net assets plus uncalled capital is less than the Maximum Amount, thenclaims are Retained Claims, and no personal liability shall attach to, in each such case, the Company may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statue, regulation or other applicable law, against such continuing or surviving entity or such Person (in either case, a “Successor Entity”), as the case may be, but only with respect to the extent of the unpaid liability of the Guarantors hereunder up to the Maximum Amount. Recourse against the Guarantors under this Limited Guaranty shall be the sole and exclusive remedy of the Company and all of its Affiliates against any Guarantor Guaranteed Obligations or any Guarantor Affiliate (other than against Parent or Sub for non-monetary damages) in respect of any liabilities or obligations arising under, or in connection withotherwise, the Merger Agreement or Guarantor Affiliates. (b) So long as this Guarantee is in effect, the transactions contemplated thereby. The Company Guaranteed Party hereby covenants and agrees that it shall not institute, and shall cause its respective Affiliates each of the Company Related Parties not to institute, directly or indirectly, any proceeding Action or bring any other claim under, in connection with or otherwise related to this Guarantee, the Merger Agreement, the Equity Commitment Letter, the other Transaction Documents or the transactions contemplated hereby or thereby against the Guarantor or any Guarantor Affiliate, except for the Retained Claims against the party(ies) with respect to which such claims are Retained Claims. (c) Recourse hereunder by the Guaranteed Party against the Guarantor under, and in accordance with the terms of, this Guarantee and recourse for the Retained Claims against the party(ies) with respect to which such claims are Retained Claims, in each case, subject to the Cap (as applicable), and any other conditions or other limitations described in the Merger Agreement, this Guarantee and the other Transaction Documents, shall be the sole and exclusive remedy of the Guaranteed Party and the Company Related Parties against Parent, Merger Sub and the Guarantor and any Guarantor Affiliate in respect of any claims, liabilities losses or obligations arising under, or in connection withotherwise relating to, this Guarantee, the Merger Agreement Agreement, the Equity Commitment Letter, the other Transaction Documents or the transactions contemplated therebyhereby or thereby and shall be without duplication from one to the other, against and the Guaranteed Party, on behalf of itself and on behalf of each Company Related Party, hereby irrevocably and unconditionally waives any Guarantor and all other remedies to which it or any other Company Related Party might otherwise be entitled to pursue against, and covenants not to bring any claim against in connection therewith, Guarantor, Parent, Merger Sub and any other Guarantor Affiliate (other than against Parent or Sub for non-monetary damages) except for claims against any Guarantor under this Limited GuarantyAffiliates. Nothing set forth in this Limited Guaranty shall affect or be construed to affect any liability of Parent or Sub Notwithstanding herein to the Company or shall confer or give or shall be construed to confer or give to any Person other than contrary, the Company (including any Person acting in a representative capacity) any rights or remedies against any Person other than the Guarantors as expressly set forth hereinGuarantor Affiliates are intended third party beneficiaries of this Section 4(c).

Sole Remedy. (a) The Company Guaranteed Party acknowledges and agrees that that: (i) the sole cash asset of each assets of Parent and Merger Sub is are cash in a de minimis amount amount, and that no additional funds are expected to be contributed to Parent or Merger Sub unless and until the Closing occursoccurs in accordance with the terms and conditions of the Merger Agreement, and that that, without limiting the Company express third-party beneficiary rights of the Guaranteed Party under the Equity Commitment Letters, subject to all of the terms, conditions and limitations in the Merger Agreement and therein, the Guaranteed Party shall not have any right to cause any monies assets to be contributed to Parent or Merger Sub by any currentGuarantor, former any Guarantor’s Related Parties or prospective equity holderany other Person; (ii) that the Guaranteed Party is bound by and shall comply with the applicable terms and conditions of Sections 2, officer3, member4, manager5, director7 and 8 of the Equity Commitment Letter; (iii) the Guarantors shall not have any obligation or liability to any Person relating to, agentarising out of or in connection with this Guaranty, employeethe Merger Agreement, Affiliate the Equity Commitment Letter, that certain Equity Commitment Letter entered into by and between Parent and the Other Guarantor on the date hereof (the “Other Equity Commitment Letter”), the Other Guaranty or assignee the transactions contemplated hereby or thereby, other than as expressly set forth herein or in the Equity Commitment Letter; and (iv) notwithstanding anything to the contrary in this Guaranty, the Equity Commitment Letter, the Other Equity Commitment Letter, the Other Guaranty or the Merger Agreement, it has no and shall have no right of recovery against Parent, Merger Sub, any Guarantor, any Related Party (as defined below) of any of the Guarantors. The Company further agrees that it has no remedy, recourse or right of recovery against, or contribution from, any Guarantor foregoing or any of the Guarantors’ former, current or future stockholders, holders Related Party of any equity, partnership or limited liability company interest, officer, member, manager, director, employees, agents or Affiliates, or any Affiliate or assignee of any of the foregoing, (other than any Affiliate that has executed a limited guaranty in favor of the Company, to the extent of such Affiliate’s obligations under such guaranty) (collectively, “Guarantor Affiliates”)Related Party, through Parent or any Guarantor, Parent, Merger Sub or otherwise, whether by or through attempted piercing of the corporate veil corporate, limited liability company or similar actionlimited partnership veil, by or through a claim by or on behalf of Parent or Merger Sub against a Guarantor or any Related Party of any Guarantor or any Guarantor AffiliateRelated Party of any such Related Party, or otherwise, except for its rights against the Guarantors under this Limited Guaranty provided, however, that pursuant to the terms and subject to the conditions hereof and except for the Excluded Claims (as defined in the event any Guarantor Equity Commitment Letter). (ib) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or a substantial portion of its properties and other assets to any Person such that the sum of all the Guarantors’ remaining net assets plus uncalled capital is less than the Maximum Amount, then, and in each such case, the Company may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statue, regulation or other applicable law, against such continuing or surviving entity or such Person (in either case, a “Successor Entity”), as the case may be, but only to the extent of the unpaid liability of the Guarantors hereunder up to the Maximum Amount. Recourse against the Guarantors under this Limited Guaranty shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of the Company Guaranteed Party and its Subsidiaries and all of its Affiliates and their respective Related Parties against any Guarantor Guarantor, Parent, Merger Sub, any Related Party of any of the foregoing or any Guarantor Affiliate (other than against Parent or Sub for non-monetary damages) Related Party of any such Related Party in respect of any liabilities breaches, losses or obligations arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby. The Company hereby covenants and agrees that it shall not institute, and shall cause its respective Affiliates not to institute, any proceeding or bring any other claim damages arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby, including in respect of any written or oral representations made or alleged to be made in connection therewith, other than with respect to any Excluded Claims. The Guaranteed Party hereby unconditionally and irrevocably covenants and agrees that it shall not institute, and shall cause its Subsidiaries and its and their respective Related Parties not to institute, any proceeding or bring any other claim (whether at law, in equity, in contract, in tort or otherwise) arising under, or in connection with, the Merger Agreement, the Equity Commitment Letter, the Other Equity Commitment Letter, this Guaranty, the Other Guaranty or the transactions contemplated thereby or hereby, or in respect of any written or oral representations made or alleged to be made in connection therewith or herewith, against any Guarantor, Parent, Merger Sub, any Related Party of any of the foregoing or any Related Party of any such Related Party, except for claims of the Guaranteed Party against the Guarantors under this Guaranty and Excluded Claims. As used in this Guaranty, the term “Related Party” shall mean, with respect to any Person, any former, current or future direct or indirect equity holder, controlling Person, general or limited partner, shareholder, member, manager, director, officer, employee, agent, affiliate, assignee, client, contractor, Representative or financing source of such Person (and with respect to a Guarantor, Parent or Merger Sub, in addition to the foregoing, shall also include any other SCP Person, but shall exclude the Guarantors, Parent and Merger Sub); provided that in no event shall the Company or its Subsidiaries be considered a Related Party of Parent, Merger Sub, any Guarantor or any Guarantor Affiliate (other than against Parent or Sub for non-monetary damages) except for claims against any Guarantor under this Limited Guaranty. Nothing set forth in this Limited Guaranty shall affect or be construed to affect any liability of Parent or Sub to the Company or shall confer or give or shall be construed to confer or give to any Person other than the Company (including any Person acting in a representative capacity) any rights or remedies against any Person other than the Guarantors as expressly set forth hereintheir respective Related Parties.

Sole Remedy. The Notwithstanding anything that may be expressed or implied in this Guarantee, or any document or instrument delivered contemporaneously herewith, by its acceptance of the benefits of this Guarantee, the Company covenants, acknowledges and agrees that no Person other than the sole cash asset of each of Parent Guarantors has any obligation to it hereunder and Sub is cash in that, notwithstanding that a de minimis amount and that Guarantor may be a limited liability company or corporation, no additional funds are expected to be contributed to Parent or Sub unless the Closing occurs, and that the Company shall not have Person has any right to cause any monies to be contributed to Parent or Sub by any current, former or prospective equity holder, officer, member, manager, director, agent, employee, Affiliate or assignee of any of the Guarantors. The Company further agrees that it has no remedy, recourse or right of recovery under this Guarantee against, and no recourse under this Guarantee, under any agreement giving rise to a Guaranteed Obligation or contribution fromunder any document or instrument contemporaneously delivered herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith, shall be had against, any Guarantor or any of the Guarantors’ former, current or future stockholdersequity holders, holders controlling Persons, directors, officers, employees, Affiliates, members, managers or general or limited partners of any equityGuarantor, partnership or limited liability company interestany former, current or future equity holder, controlling Person, director, officer, employee, general or limited partner, member, manager, director, employees, agents manager or Affiliates, or any Affiliate or assignee of any of the foregoing, (other than any Affiliate that has executed a limited guaranty in favor of the Company, to the extent of such Affiliate’s obligations under such guaranty) foregoing (collectively, but not including the Guarantors, Seller or any Seller Subsidiary, the “Guarantor AffiliatesParent Group”), through Parent or Sub or otherwise, whether by or through attempted piercing of the corporate veil or similar actionveil, by or through a claim by or on behalf of Parent the Seller or Sub any of the Selling Subsidiaries against any Guarantor or any Guarantor Affiliatemember of the Parent Group, or otherwise, except for its rights under this Limited Guaranty provided, however, that in the event any Guarantor (i) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or a substantial portion of its properties and other assets to any Person such that the sum of all the Guarantors’ remaining net assets plus uncalled capital is less than the Maximum Amount, then, and in each such case, the Company may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or proceeding, by virtue of any statuestatute, regulation or other applicable law, against such continuing or surviving entity otherwise; it being expressly agreed and acknowledged that no liability whatsoever shall attach to, be imposed on, or such Person (in either case, a “Successor Entity”), as the case may be, but only to the extent otherwise be incurred by any member of the unpaid liability Parent Group, for any obligation of the Guarantors hereunder up to the Maximum Amount. Recourse against the Guarantors any Guarantor under this Limited Guaranty shall be Guarantee, any Transaction Agreement, the sole transactions contemplated hereby and exclusive remedy of the Company and all of its Affiliates against any Guarantor or any Guarantor Affiliate (other than against Parent or Sub for non-monetary damages) thereby, in respect of any liabilities oral representations made or obligations arising underalleged to be made in connection herewith or therewith, or for any claim (whether in connection withtort, the Merger Agreement contract or the transactions contemplated thereby. The Company hereby covenants and agrees that it shall not instituteotherwise) based on, and shall cause its respective Affiliates not to institute, any proceeding or bring any other claim arising underin respect of, or in connection withby reason of, the Merger Agreement such obligations or the transactions contemplated thereby, against any Guarantor or any Guarantor Affiliate (other than against Parent or Sub for non-monetary damages) except for claims against any Guarantor under this Limited Guaranty. Nothing set forth in this Limited Guaranty shall affect or be construed to affect any liability of Parent or Sub to the Company or shall confer or give or shall be construed to confer or give to any Person other than the Company (including any Person acting in a representative capacity) any rights or remedies against any Person other than the Guarantors as expressly set forth hereintheir creation.

Sole Remedy. (a) The Company agrees and acknowledges that no Person other than the Guarantors has any obligations hereunder and agrees that, notwithstanding that the sole cash asset of each of Parent and Sub is cash in a de minimis amount and that no additional funds Guarantors are expected to be contributed to Parent or Sub unless the Closing occurslimited partnerships, and that the Company shall not have any right to cause any monies to be contributed to Parent or Sub by any current, former or prospective equity holder, officer, member, manager, director, agent, employee, Affiliate or assignee of any of the Guarantors. The Company further agrees that it has no remedy, recourse or right of recovery under this Limited Guaranty against, or contribution from, (i) any Guarantor or any of the Guarantors’ former, current or future general or limited partners, members, stockholders, holders of any equity, partnership or limited liability company interest, officer, member, manager, director, employees, agents agents, controlling persons, assignee or AffiliatesAffiliates of either of the Guarantors or (ii) any former, current or any Affiliate future general or assignee limited partners, members, stockholders, holders of any equity, partnership or limited liability company interest, officer, member, manager, director, employees, agents, controlling persons, assignee or Affiliates of the foregoing, (other than any Affiliate that has executed a limited guaranty in favor of the Company, to the extent of such Affiliate’s obligations under such guaranty) foregoing (collectively, the “Guarantor Affiliates”; it being understood that the term Guarantor Affiliates shall not include the Guarantors, Parent or Merger Sub), through the Guarantors, Parent or Merger Sub or otherwise, whether by or through attempted piercing of the corporate veil or similar action, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable law, by or through a claim by or on behalf of the Guarantors, Parent or Merger Sub against any Guarantor the Guarantors or any Guarantor Affiliate, or otherwise, except for its rights under this Limited Guaranty provided, however, that in the event any Guarantor (i) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or a substantial portion of its properties and other assets to any Person such that the sum of all the Guarantors’ remaining net assets plus uncalled capital is less than the Maximum Amount, then, and in each such case, the Company may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statue, regulation or other applicable law, against such continuing or surviving entity or such Person (in either case, a “Successor Entity”), as the case may be, but only to the extent of the unpaid liability of the Guarantors hereunder up to the Maximum Amount. Recourse against the Guarantors under this Limited Guaranty. (b) So long as this Limited Guaranty shall be the sole and exclusive remedy of the Company and all of its Affiliates against any Guarantor or any Guarantor Affiliate (other than against Parent or Sub for non-monetary damages) is in respect of any liabilities or obligations arising under, or in connection witheffect, the Merger Agreement or the transactions contemplated thereby. The Company hereby covenants and agrees that it shall not institute, and shall cause each of its respective Affiliates not to institute, directly or indirectly, any proceeding action or bring any other claim arising under, or in connection with, this Limited Guaranty against the Guarantors or any Guarantor Affiliate, except for claims by the Company against the Guarantors under and in accordance with this Limited Guaranty (the “Retained Guaranty Claims”). For purposes of clarity, the parties agree and acknowledge that the rights of the Company to bring claims against Parent and Merger Sub under the Merger Agreement or against the transactions contemplated therebyGuarantors as third party beneficiaries of the Financing Commitment shall not be expanded, against impaired or limited in any Guarantor or any Guarantor Affiliate (other than against Parent or Sub for non-monetary damages) except for claims against any Guarantor under way by this Limited Guaranty. Nothing set forth in this Limited Guaranty shall affect or be construed to affect any liability of Parent or Sub to the Company or shall confer or give or shall be construed to confer or give to any Person other than the Company (including any Person acting in a representative capacity) any rights or remedies against any Person other than the Guarantors as expressly set forth herein.

Sole Remedy. (a) The Company acknowledges and agrees that the sole cash asset of each of Parent and Sub is cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Sub unless the Closing occurs, and that the Company Guarantor shall not have any right obligation or liability to cause any monies to be contributed to Parent Person relating to, arising out of or Sub by any current, former or prospective equity holder, officer, member, manager, director, agent, employee, Affiliate or assignee of any of the Guarantorsin connection with this Limited Guarantee other than as expressly set forth herein. The Company further agrees that it has no remedy, recourse or right of recovery against, or contribution fromand no personal liability shall attach to, any Guarantor former, current or any future, direct or indirect director, officer, employee, agent or affiliates of the Guarantors’ Guarantor, Parent or Merger Sub, any former, current or future, direct or indirect holder of any equity interests or securities of the Guarantor, Parent or Merger Sub (whether such holder is a limited or general partner, member, stockholder or otherwise), any former, current or future stockholdersassignee of the Guarantor, holders of Parent or Merger Sub or any equityformer, partnership current or limited liability company interestfuture director, officer, memberemployee, agent, general or limited partner, manager, directormember, employeesstockholder, agents or Affiliatesaffiliate, or any Affiliate controlling person, representative or assignee of any of the foregoing, (other than any Affiliate that has executed a limited guaranty in favor of the Company, to the extent of such Affiliate’s obligations under such guaranty) (collectively, “Guarantor Affiliates”), through Parent or Merger Sub or otherwise, whether by or through attempted piercing of the corporate veil or similar actionveil, by or through a claim by or on behalf of Parent or Merger Sub against the stockholders or affiliates of the Guarantor, Parent or Merger Sub or otherwise in respect of any Guarantor liabilities or any Guarantor Affiliateobligations relating to, arising out of or otherwisein connection with, the Merger Agreement and the transactions contemplated thereby, except for the Company’s rights against the Guarantor, its rights under successors or permitted assigns under, or in connection with, this Limited Guaranty providedGuarantee, howeverthe Confidentiality Agreement, that the Equity Financing Commitment or the transactions contemplated hereby or thereby and against Parent or Merger Sub or their respective successors and assigns under, or in connection with, the Confidentiality Agreement or the Merger Agreement or the transactions contemplated thereby. In the event any the Guarantor (i) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or a substantial portion of its properties and other assets to any Person such that the sum of all the Guarantors’ Guarantor’s remaining net assets plus uncalled capital is less than the Maximum AmountAmount (less amounts paid under this Limited Guarantee prior to such event), then, and in each such case, the Company may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statue, regulation or other applicable lawLaw, against such continuing or surviving entity or such Person (in either case, a “Successor Entity”), as the case may be, but only to the extent of the unpaid liability of the Guarantors hereunder up to the Maximum Amount. Recourse against the Guarantors under this Limited Guaranty shall be the sole and exclusive remedy of the Company and all of its Affiliates against any such Guarantor or any Guarantor Affiliate hereunder. (other than against Parent or Sub for non-monetary damagesb) in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby. The Company hereby covenants and agrees that it shall not institute, and shall cause its respective Affiliates affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement or Agreement, this Limited Guarantee, the Equity Financing Commitment or, in each case, the transactions contemplated thereby, against any the Guarantor or any Guarantor Affiliate of its affiliates except for (other than i) claims by the Company against the Guarantor, its successors or permitted assigns (including any Successor Entity) under and in accordance with this Limited Guarantee, (ii) claims by the Company against Parent or Merger Sub for non-monetary damagesor their respective successors or assigns under and in accordance with the Merger Agreement or the Confidentiality Agreement and (iii) to the extent (but only to the extent) the Company is expressly entitled under the Equity Financing Commitment or the Merger Agreement to enforce or cause Parent to enforce the Equity Financing Commitment in accordance with the terms thereof, claims by the Company against the Guarantor seeking to enforce the Equity Financing Commitment or against Parent seeking to cause Parent to enforce the Equity Financing Commitment in accordance with their terms, and the Company hereby, on behalf of itself and its affiliates, waives any and all claims arising under, or in connection with, the Merger Agreement, this Limited Guarantee, the Financing Commitment Letter or, in each case, the transactions contemplated thereby against the Guarantor or any of its affiliates and releases such Persons from such claims, in each case, except for claims against any Guarantor under this Limited Guarantyexpressly described in the preceding clauses (i), (ii) and (iii). Nothing set forth in this Limited Guaranty Guarantee shall affect or be construed to affect any liability of Parent or Merger Sub to the Company or shall confer or give or shall be construed to confer or give to any Person other than the Company (including any Person acting in a representative capacity) any rights or remedies against any Person other than the Guarantors as expressly set forth hereinCompany.

Sole Remedy. (a) The Company Vendor acknowledges and agrees that the sole cash asset of each of Parent Purchaser has no assets, other than its rights under the Purchase Agreement and Sub is cash in a de minimis amount the Equity Commitment Letters, and that that, except as and on the terms and subject to the conditions contemplated by the Equity Commitment Letters, no additional funds are expected to be contributed to Parent or Sub the Purchaser unless the Closing occurs, and that that, except for the Company rights against the Purchaser set forth in, and on the terms and subject to the conditions of, the Equity Commitment Letters and Section 10.7 of the Purchase Agreement, the Vendor shall not have any right to cause any monies assets to be contributed to Parent the Purchaser by the Guarantor, any Guarantor Related Party (as hereinafter defined) or Sub by any current, former or prospective equity holder, officer, member, manager, director, agent, employee, Affiliate or assignee of other Person. (b) Without limiting any obligations of the Guarantors. The Company Purchaser under the Purchase Agreement or the Guarantor under the applicable Equity Commitment Letter, the Vendor further agrees and acknowledges that it no Person other than the Guarantor has any obligations hereunder and that, notwithstanding that the Guarantor may be a limited liability company, partnership or corporation, the Vendor and its Affiliates, security holders and representatives and their respective officers, directors, employees, heirs, trustees, beneficiaries, successors, assigns, representatives and agents (collectively, the “Vendor Related Parties”) have no remedy, recourse or right of recovery against, or contribution from, (i) any Guarantor or any of the Guarantors’ former, current or future stockholdersmember, holders general or limited partner, stockholder, holder of any equity, partnership or limited liability company interest, officer, member, manager, director, employeesemployee, agents agent, controlling person, assignee or AffiliatesAffiliate of the Guarantor (other than the Purchaser), (ii) any lender or prospective lender, lead arranger, arranger, agent or representative of or to the Purchaser (including any Debt Financing Source) or (iii) any former, current or future member, general or limited partner, stockholder, holder of any equity, partnership or limited liability company interest, officer, member, manager, director, employee, agent, attorney, controlling person, assignee or Affiliate or assignee (other than the Guarantor and the Purchaser) of any of the foregoingforegoing (those persons and entities described in the foregoing clauses (i), (other than any Affiliate that has executed a limited guaranty in favor of the Company, ii) and (iii) being referred to the extent of such Affiliate’s obligations under such guaranty) (collectively, herein collectively as “Guarantor AffiliatesRelated Parties”)) in connection with this Limited Guarantee, the Purchase Agreement, the Equity Commitment Letters, the Debt Commitment Letter or any transaction contemplated hereby or thereby or otherwise relating thereto, through Parent or Sub the Guarantor, the Purchaser or otherwise, whether by or through attempted piercing of the corporate veil or similar action, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable law, by or through a claim by or on behalf of Parent any Guarantor or Sub the Purchaser against any the Guarantor or any Guarantor AffiliateRelated Party, or otherwise, except for its rights under this Limited Guaranty the Retained Claims (as defined below); provided, however, that in the event any the Guarantor (i1) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii2) transfers or conveys all or a substantial portion of its properties and other assets to any Person such that the sum of all of the Guarantors’ Guarantor’s remaining net assets plus uncalled capital commitments is less than the Maximum AmountCap, then, and in each such case, the Company Vendor may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statue, regulation or other applicable law, against such continuing or surviving entity or such Person (in either case, a “Successor Entity”), as the case may be, but only to the extent of the unpaid liability hereunder for which the Guarantor is liable, as determined in accordance with this Limited Guarantee. As used herein, unless otherwise specified, the term Guarantor shall include the Guarantor’s Successor Entity. (c) The Vendor hereby covenants and agrees that it shall not institute, and shall cause each of the Guarantors hereunder up Vendor Related Parties not to institute, directly or indirectly, any action or bring any other claim arising under, or in connection with, this Limited Guarantee, the limited guarantee delivered to Vendor on the date hereof by Safanad Management Limited, in its capacity as a Guarantor of certain of Purchaser’s monetary obligations under the Purchase Agreement (the “Other Limited Guarantee”), the Purchase Agreement, the Equity Commitment Letters, the Debt Commitment Letter or the transactions contemplated hereby or thereby, against the Purchaser, the Guarantor or any Guarantor Related Party except for (i) claims by the Vendor against the Guarantor under and in accordance with the terms and subject to the Maximum Amount. Recourse conditions of, this Limited Guarantee (the “Retained Guarantee Claims”), (ii) claims by the Vendor against the Guarantors Purchaser under this Limited Guaranty and in accordance with the terms and subject to the conditions of Section 2.6(e), the last sentence of Section 5.3(d), Sections 5.3(e), Section 7.3, and Section 9.3 of the Purchase Agreement (the “Retained Purchase Agreement Claims”) and (iii) claims by the Vendor to enforce the Equity Commitment Letters and to cause the Transactions to be consummated in accordance with the terms and subject to the conditions thereof and in Section 10.7 of the Purchase Agreement (the “Retained Equity Commitment Claims” and together with the Retained Guarantee Claims and the Retained Purchase Agreement Claims, the “Retained Claims”), which claims shall be the sole and exclusive remedy of the Company Vendor and all of its Affiliates the Vendor Related Parties against any the Purchaser, the Guarantor or any Guarantor Affiliate (other than against Parent or Sub for non-monetary damages) Related Party in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement Purchase Agreement, this Limited Guarantee, the Other Limited Guarantee, the Equity Commitment Letters, the Debt Commitment Letter or the transactions contemplated thereby. The Company hereby covenants and agrees that it or thereby and, in each case, such recourse shall not institute, and shall cause its respective Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby, against any Guarantor or any Guarantor Affiliate (other than against Parent or Sub for non-monetary damages) except for claims against any Guarantor under this Limited Guaranty. Nothing set forth in this Limited Guaranty shall affect or be construed to affect any liability of Parent or Sub subject to the Company or shall confer or give or shall be construed to confer or give to any Person other than the Company (including any Person acting in a representative capacity) any rights or remedies against any Person other than the Guarantors as expressly set forth hereinlimitations described herein and therein.

Sole Remedy. (a) The Company acknowledges and agrees on its own behalf and on behalf of its directors, officers, Affiliates and Subsidiaries that Parent does not have any assets, other than its rights under the sole cash asset of each of Parent Merger Agreement and Sub is cash in a de minimis amount the Equity Commitment Letter, and that no additional funds are expected to be contributed to Parent or Sub unless the Closing occurs, and that that, except for rights against Parent and Merger Sub to the extent expressly provided in the Section 6 of the Equity Commitment Letter and Section 9.8(b) of the Merger Agreement and subject to all of the terms, conditions and limitations herein and therein, the Company shall not have any right to cause any monies assets to be contributed to Parent by the Guarantor, any Guarantor Affiliate (as defined below) or Sub by any current, former or prospective equity holder, officer, member, manager, director, agent, employee, Affiliate or assignee of any of the Guarantors. other Person. (b) The Company further agrees and acknowledges that it no Person other than the Guarantor has any obligations hereunder and that, notwithstanding that the Guarantor may be a limited partnership, the Company has no remedy, recourse or right of recovery under this Limited Guaranty against, or contribution from, any Guarantor or any of the Guarantors’ former, current or future stockholdersgeneral or limited partner, holders stockholder, holder of any equity, partnership or limited liability company interest, officer, member, manager, director, employeesemployee, agents agent, controlling person, any lender or Affiliatesprospective lender, lead arranger, arranger, agent or any Affiliate Representative of or to Parent, assignee of any of the foregoing, or Affiliates (other than any Affiliate that has executed a limited guaranty in favor assignee under Section 18 hereof) of the Company, to the extent of such Affiliate’s obligations under such guaranty) Guarantor (collectively, the “Guarantor Affiliates”; it being understood that the term Guarantor Affiliates shall not include the Guarantor, Parent or Merger Sub or any Person to which (x) Parent of Merger Sub have assigned their respective rights or obligations under the Merger Agreement or (y) Guarantor has validly assigned all or any portion of its Commitment (as defined in the Equity Commitment Letter) or the obligations of Guarantor under this Limited Guaranty), through the Guarantor, Parent or Merger Sub or otherwise, whether by or through attempted piercing of the corporate corporate, limited partnership or limited liability company veil or similar action, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable law, by or through a claim by or on behalf of the Guarantor, Parent or Merger Sub against any the Guarantor or any Guarantor Affiliate, or otherwise, except for (i) its rights against the Guarantor under this Limited Guaranty providedGuaranty, however(ii) its rights against Parent and Merger Sub under the Merger Agreement and (iii) its rights against the Equity Financing source under the Equity Commitment Letter. (c) The Company hereby covenants and agrees that it shall not institute, that and the Company shall cause each of its controlled Affiliates and Subsidiaries, and use its reasonable best efforts to cause its directors, officers, employees, members, managers, advisors, agents or other representatives (collectively, “Representatives”) acting on its behalf not to institute, directly or indirectly, any action or bring any other claim arising under, or in connection with, this Limited Guaranty, the event any Guarantor Merger Agreement, the Equity Commitment Letter or the transactions contemplated thereby, against (i) consolidates with any Guarantor Affiliate or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or against (ii) transfers the Guarantor, Parent or conveys all or Merger Sub, except for (A) following a substantial portion valid termination of its properties and other assets to any Person such that the sum of all Merger Agreement in accordance with the Guarantors’ remaining net assets plus uncalled capital is less than terms thereof, claims by the Maximum Amount, then, Company against the Guarantor under and in each such case, accordance with this Limited Guaranty (the Company may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statue, regulation or other applicable law, against such continuing or surviving entity or such Person (in either case, a “Successor EntityRetained Guaranty Claims”), as (B) claims by the case may beCompany against Parent or Merger Sub under and in accordance with the Merger Agreement (the “Retained Merger Agreement Claims”), (C) to the extent (but only to the extent extent) the Company is expressly entitled to cause Parent to enforce the Equity Commitment Letter in accordance with Section 6 of the unpaid liability Equity Commitment Letter and Section 9.8(b) of the Guarantors hereunder up Merger Agreement, subject to all the terms, conditions and limitations herein and therein, claims by the Company against Parent seeking to cause Parent to enforce the Equity Commitment Letter in accordance with its terms (the “Retained Equity Commitment Claims”), and (D) against the parties to the Maximum Amount. Confidentiality Agreement, subject to the terms and conditions therein (the “Retained Confidentiality Agreement Claims” and together with the Retained Equity Commitment Claims, the Retained Guaranty Claims and Retained Merger Agreement Claims, the “Retained Claims”). (d) Recourse (i) against the Guarantors under this Limited Guarantor solely with respect to the Retained Guaranty Claims, (iii) against the parties to the Confidentiality Agreement solely with respect to the Retained Confidentiality Agreement Claims and (iv) against Parent and Merger Sub, as applicable, solely with respect to the Retained Merger Agreement Claims and the Retained Equity Commitment Claims, shall be the sole and exclusive remedy of the Company and all of its Affiliates against any Guarantor or any Guarantor Affiliate (other than against the Guarantor, Parent or Merger Sub for non-monetary damages) in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement Agreement, the Confidentiality Agreement, the Equity Commitment Letter, this Limited Guaranty or the transactions contemplated hereby or thereby. The Company hereby covenants and agrees that it shall not institute, and such recourse shall cause its respective Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby, against any Guarantor or any Guarantor Affiliate (other than against Parent or Sub for non-monetary damages) except for claims against any Guarantor under this Limited Guaranty. Nothing set forth in this Limited Guaranty shall affect or be construed to affect any liability of Parent or Sub subject to the Company or shall confer or give or shall be construed to confer or give to any Person other than the Company (including any Person acting in a representative capacity) any rights or remedies against any Person other than the Guarantors as expressly set forth hereinlimitations described herein and therein.

Sole Remedy. (a) The Company acknowledges and agrees that that, as of the sole cash asset of each of date hereof, neither Parent nor Sub has any assets, other than their respective rights under the Merger Agreement and Sub is cash in a de minimis amount the agreements contemplated thereby. Except as specifically contemplated by this Limited Guaranty or the Equity Commitment Letter, the Company acknowledges and agrees that no additional funds are expected to be contributed to Parent or Sub unless the Offer Closing or Merger Closing occurs, and that, except for rights against Parent and Sub to the extent expressly provided in Section 11 of the Equity Commitment Letter (and the related obligations of Sponsor thereunder to call capital and maintain funds that are called) and Section 11.10(b) of the Merger Agreement and subject to all of the terms, conditions and limitations herein and therein, the Company shall not have any right to cause any monies assets to be contributed to Parent or Sub by the Guarantor, any currentGuarantor Affiliate (as hereinafter below) or any other person. (b) Without limiting any obligations of Parent or Sub under the Merger Agreement or Guarantor under the Equity Commitment Letter, former or prospective equity holderthe Company agrees and acknowledges that no person other than the Guarantor has any obligations under this Limited Guaranty and that, officernotwithstanding that the Guarantor is a limited partnership, member, manager, director, agent, employee, Affiliate or assignee of any of the Guarantors. The Company further agrees that it hereunder has no remedy, recourse or right of recovery against, or contribution from, in each case, with respect to this Limited Guaranty (i) any Guarantor or any of the Guarantors’ former, current or future general or limited partners, stockholders, holders of any equity, partnership or limited liability company interest, officer, member, manager, director, employees, agents agents, controlling persons, assignee or Affiliatesany Affiliates of the Guarantor (other than Parent or Sub), (ii) any lender or prospective lender, lead arranger, arranger, agent or representative of or to Parent or Sub, or (iii) any Affiliate former, current or future general or limited partners, stockholders, holders of any equity, partnership or limited liability company interest, officer, member, manager, director, employees, agents, attorneys, controlling persons, assignee or Affiliates (other than Guarantor, Parent or Sub) of any of the foregoingforegoing (those persons and entities described in the foregoing clauses (i), (ii) and (iii), together, with any other than any Affiliate that has executed a limited guaranty in favor of the CompanyNon-Recourse Parent Party, being referred to the extent of such Affiliate’s obligations under such guaranty) (collectively, herein collectively as “Guarantor Affiliates”), through the Guarantor, Parent or Sub or otherwise, whether by or through attempted piercing of the corporate veil or similar action, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, by or through a claim by or on behalf of the Guarantor, Parent or Sub against any the Guarantor or any Guarantor Affiliate, or otherwise, except except, in each case, for (x) its rights against the Guarantor under this Limited Guaranty Guaranty, (y) its third party beneficiary rights under the Equity Commitment Letter and (z) its rights against Parent or Sub under the Merger Agreement; provided, however, that in the event any that the Guarantor (i) consolidates with or merges with any other Person person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or a substantial portion of its properties and other assets to any Person person such that the sum of all the Guarantors’ remaining net assets plus uncalled capital of the Guarantor is less than the amount of the Maximum AmountLiability Cap and the transferee thereof does not assume, directly or indirectly, the Guarantor’s obligations hereunder, then, and in each such case, the Company may seek recourse, whether by the enforcement of any judgment Judgment or assessment or by any legal or equitable proceeding or by virtue of any statuestatute, regulation or other applicable lawLaw, against such continuing or surviving entity or such Person person (in either case, a “Successor Entity”), as the case may be, but only to the extent of the unpaid liability of the Guarantors hereunder up to the Maximum Amountamount of the Guaranteed Obligations for which the Guarantor is liable, as determined in accordance with this Limited Guaranty. As used herein, unless otherwise specified, the term Guarantor shall include the Guarantor’s Successor Entity. (c) The Company hereby covenants and agrees that it shall not institute, and shall cause each of its Affiliates and representatives not to institute, directly or indirectly, any Litigation arising under, or in connection with, this Limited Guaranty, the Merger Agreement, the Equity Commitment Letter, the Debt Commitment Letter or the transactions contemplated thereby, against the Guarantor or any Guarantor Affiliate except for (i) claims by the Company against the Guarantor under and in accordance with this Limited Guaranty (the “Retained Guaranty Claims”), (ii) claims by the Company against Parent or Sub under and in accordance with the Merger Agreement (the “Retained Merger Agreement Claims”), (iii) with respect to the Confidentiality Agreement, claims by the Company against 3G Capital Partners Ltd. under and in accordance with the Confidentiality Agreement (the “Retained Confidentiality Agreement Claims”), or (iv) claims by the Company against Parent seeking to cause Parent to enforce the Equity Commitment Letter in accordance with its terms and subject to the limitations in the Merger Agreement (the “Retained Equity Commitment Claims” and together with the Retained Guaranty Claims, the Retained Merger Agreement Claims and the Retained Confidentiality Agreement Claims, the “Retained Claims”). (d) Recourse against the Guarantors under this Limited Guarantor solely with respect to the Retained Guaranty Claims, against Parent or Sub solely with respect to the Retained Merger Agreement Claims (and, in the case of Parent, the Retained Equity Commitment Claims) and against 3G Capital Partners Ltd. solely with respect to the Retained Confidentiality Agreement Claims shall be the sole and exclusive remedy of the Company and all of its Affiliates against any the Guarantor or any Guarantor Affiliate (other than against Parent or Sub for non-monetary damages) in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement or any of the transactions other agreements contemplated thereby. The Company hereby covenants and agrees that it shall not institute, and shall cause its respective Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby, against any Guarantor or any Guarantor Affiliate and such recourse shall be subject to the limitations described herein and therein. (other than against Parent or Sub for non-monetary damagese) except for claims against any Guarantor under For all purposes of this Limited Guaranty. Nothing set forth in this Limited Guaranty , a person shall affect be deemed to have pursued a claim against another person if such first person brings a legal action against such person, adds such other person to an existing legal proceeding, or be construed to affect otherwise asserts a legal claim of any liability of Parent or Sub nature relating to the Company or shall confer or give or shall be construed to confer or give to any Person Merger Agreement and the other agreements contemplated hereby against such person other than such actions as are expressly contemplated and permitted in the Company (including any Person acting in a representative capacity) any rights or remedies against any Person Merger Agreement and the other than the Guarantors as expressly set forth hereinagreements contemplated hereby.

Sole Remedy. (a) The Company Guaranteed Party acknowledges and agrees that agrees, on behalf of itself and its Related Persons, that: (i) the sole cash asset of each of Parent and Sub is cash in a de minimis amount amount, and that no additional funds are expected to be contributed to Parent or Sub unless and until the Closing occursoccurs in accordance with the terms and conditions of the Merger Agreement, and that that, without limiting the Company rights of the Guaranteed Party under this Limited Guarantee, and subject to all of the terms, conditions and limitations herein and therein, other than pursuant to the Equity Commitment Letter the Guaranteed Party shall not have any right to cause any monies assets to be contributed to Parent or Sub by any currentGuarantor, former or prospective equity holder, officer, member, manager, director, agent, employee, Affiliate or assignee of any of Guarantor’s Related Persons (as defined below) or any other Person; (ii) notwithstanding anything that may be expressed or implied in this Limited Guarantee, Guarantor shall not have any liability or obligation to any Person relating to, arising out of or in connection with, this Limited Guarantee, other than as expressly set forth herein, and no Person other than Guarantor shall have any liability or obligation hereunder; and (iii) notwithstanding that Guarantor is a limited partnership, the Guarantors. The Company further agrees that it Guaranteed Party has no and shall have no right of remedy, recourse or right of recovery against(whether at law or equity or in tort, contract or contribution from, any otherwise) against Guarantor or any of the Guarantors’ former, current or future stockholders, holders of any equity, partnership or limited liability company interest, officer, member, manager, director, employees, agents or Affiliates, Guarantor’s Related Persons (or any Affiliate or assignee of any of the foregoing, (other than any Affiliate that has executed a limited guaranty in favor of the Company, to the extent Related Person of such AffiliatePersons), and no personal liability or obligation whatsoever shall attach to any Guarantor’s obligations under Related Persons (or any Related Person of such guarantyPersons) (collectivelyincluding, “Guarantor Affiliates”)without limitation, through Parent or Sub or otherwise, whether by or through attempted piercing of the corporate veil or similar action, by or through a claim by or on behalf of Parent or Sub against any Guarantor or any Guarantor Affiliate, or otherwise, except for its rights under this Limited Guaranty provided, however, that in the event any Guarantor (i) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or a substantial portion of its properties and other assets to any Person such that the sum of all the Guarantors’ remaining net assets plus uncalled capital is less than the Maximum Amount, then, and in each such case, the Company may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statue, regulation or other applicable law, against such continuing or surviving entity or such Person (in either case, a “Successor Entity”), as the case may be, but only to the extent of the unpaid liability of the Guarantors hereunder up to the Maximum Amount. Recourse against the Guarantors under this Limited Guaranty shall be the sole and exclusive remedy of the Company and all of its Affiliates against any Guarantor or any Guarantor Affiliate (other than against Parent or Sub for non-monetary damages) in respect of any liabilities or obligations arising under, or in connection with, this Limited Guarantee, or in respect of any oral representations made or alleged to be made in connection herewith, in each case, whether by or through Guarantor, Parent, Merger Sub or any other Person, whether by or through attempted piercing of the corporate, limited liability company or limited partnership veil or similar action, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, by or through a claim (whether at Law or equity or in tort, contract or otherwise) by or on behalf of Parent or Merger Agreement Sub against Guarantor or any Related Person of Guarantor (or any Related Person of such Persons), or otherwise, except for (and, in each case, solely to the transactions contemplated therebyextent of) its rights against Guarantor expressly provided under this Limited Guarantee pursuant to the terms and subject to the conditions hereof, and in no event shall the Guaranteed Party or any of its Related Persons (or any Related Person of such Persons) seek any damages of any kind or any other recovery, judgment, or remedies of any kind (including any multiple, consequential, indirect, special, statutory, exemplary or punitive damages) in excess of the Guaranteed Obligations against Guarantor or any Related Person of Guarantor (or any Related Person of such Persons) pursuant to the terms and subject to the conditions hereof. (b) The recourse against Guarantor under this Limited Guarantee shall be the sole and exclusive remedy (whether at Law, in equity, in contract, in tort or otherwise) of the Guaranteed Party and all of its Related Persons against Guarantor and Guarantor’s Related Persons (and any Related Person of such Related Persons), and neither Guarantor nor any Guarantor’s Related Persons (nor any Related Person of such Persons) will have any other liability or obligation to any Person, in each case, in respect of any breaches, losses, damages, liabilities or obligations arising under, or in connection with, this Limited Guarantee, including in respect of any oral representations made or alleged to be made in connection herewith. The Company Guaranteed Party hereby unconditionally and irrevocably covenants and agrees that it shall not institute, directly or indirectly, and shall use commercially reasonable efforts to cause its respective Affiliates Related Persons (and any Related Person of such Persons) not to institute, directly or indirectly, any proceeding or bring any other claim (whether at Law, in equity, in contract, in tort or otherwise) arising under, or in connection with, the Merger Agreement this Limited Guarantee, or the transactions contemplated thereby, in respect of any oral representations made or alleged to be made in connection herewith against any Guarantor or any Guarantor Affiliate Related Person (other than against Parent or Sub for non-monetary damages) any Related Person of such Persons), except for claims of the Guaranteed Party against any Guarantor under solely pursuant to the terms and subject to the conditions of this Limited GuarantyGuarantee. Nothing set forth As used in this Limited Guaranty Guarantee, the term “Related Person” shall affect or be construed to affect any liability of Parent or Sub to the Company or shall confer or give or shall be construed to confer or give mean, with respect to any Person other than Person, any former, current or future direct or indirect equity holder, controlling person, general or limited partner, officer, director, employee, investment professional, manager, stockholder, member, agent, affiliate, assignee, representative or financing source of any of the Company (including any Person acting foregoing; provided, that the definition of “Related Person” shall exclude the undersigned in a representative capacity) any rights or remedies against any Person other than respect of its express obligations hereunder and Parent and Merger Sub in respect of their respective express obligations under the Guarantors as expressly set forth hereinMerger Agreement.

Sole Remedy. The (a) Each Company Party acknowledges and agrees that, as of the date hereof, none of the Buyer Parties have any assets, other than their respective rights under the Merger Agreement, the Equity Commitment Letter and the agreements contemplated thereby. Except as specifically contemplated by this Limited Guaranty or the Equity Commitment Letter, to the extent necessary to pay the filing fees and related expenses of the Buyer Parties prior to the Closing in connection with the filings contemplated by 6.2(a) of the Merger Agreement or as is required to comply with the Buyer Parties’ reimbursement and indemnification obligations pursuant to Sections 6.6(f) and 6.6(g) of the Merger Agreement prior to the Closing, each Company Party acknowledges and agrees that the sole cash asset of each of Parent and Sub is cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Sub any Buyer Party unless the Closing Offer Acceptance Time occurs, and that that, except for rights against the Buyer Parties to the extent expressly provided in paragraph 4 of the Equity Commitment Letter and Section 9.8(b) of the Merger Agreement and subject to all of the terms, conditions and limitations herein and therein, no Company Party shall not have any right to cause any monies assets to be contributed to Parent any Buyer Party by the Guarantor, any Guarantor Affiliate (as defined below) or Sub by any currentother Person, former or prospective equity holder, officer, member, manager, director, agent, employee, Affiliate or assignee of any except as is required to comply with the Buyer Parties’ reimbursement and indemnification obligations pursuant to Sections 6.6(f) and 6.6(g) of the GuarantorsMerger Agreement prior to the Closing. (b) The Guarantor shall not have any obligation or liability to any Person under this Limited Guaranty other than as expressly set forth herein. The Each Company Party further agrees that it has no remedy, recourse or right of recovery against, or right to contribution from, and no personal liability shall attach to, (i) any Guarantor former, current or future, direct or indirect equity holder, equity financing source, controlling person, director, officer, employee, agent, advisor, Affiliate, member, manager, general or limited partner or assignee of the Guarantor, any Buyer Party or any lender or prospective lender, lead arranger, arranger, agent or representative of the Guarantors’ or to any Buyer Party, or (ii) any former, current or future stockholdersdirect or indirect equity holder, holders of any equityequity financing source, partnership controlling person, director, officer, employee, agent, general or limited liability company interest, officerpartner, member, manager, directorAffiliate, employees, agents or Affiliates, or any Affiliate representative or assignee of any of the foregoing, foregoing (other than any Affiliate that has executed a limited guaranty in favor of the Company, to the extent each of such Affiliate’s obligations under such guarantypersons and entities described in clauses (i) and (collectivelyii), together, with any other Non-Recourse Parent Party (as defined in the Equity Commitment Letter), but excluding in all cases any Buyer Party and the Guarantor, being referred to herein collectively as “Guarantor Affiliates”), through Parent Guarantor or Sub any Buyer Party or otherwise, whether by or through attempted piercing of the corporate veil or similar action, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable law, by or through a claim by or on behalf of Parent or Sub against any Guarantor or any Buyer Party against the Guarantor, any Guarantor AffiliateAffiliates or any Buyer Party or otherwise in respect of any liabilities or obligations relating to, arising out of or otherwisein connection with, except this Limited Guaranty, except, in each case, for (w) its rights against the Guarantor under this Limited Guaranty providedGuaranty, however(x) its third party beneficiary rights under the Equity Commitment Letter, that (y) its rights against any Buyer Party under, and in accordance with, the terms and conditions of the Merger Agreement and (z) its rights against Vista Equity Partners Management, LLC under, and in accordance with, the terms and conditions of the Confidentiality Agreement; provided that, in the event any the Guarantor (i) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or a substantial portion of its properties and other assets to any Person such that the sum of all the Guarantors’ Guarantor’s remaining net assets plus uncalled available capital is less than the Maximum AmountParent Liability Limitation (less amounts paid under this Limited Guaranty prior to such event), then, and in each such case, the each Company may seek Party shall be entitled to recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statue, regulation or other applicable law, against such continuing or surviving entity or such Person (in either case, a “Successor Entity”), as the case may be, but only to the extent of the unpaid liability of the Guarantors Guarantor hereunder up to the Maximum Amountamount of the Guaranteed Obligations for which the Guarantor is liable, as determined in accordance with this Limited Guaranty. Recourse Except for Guarantee Claims, Merger Agreement Claims and Equity Funding Claims (each as defined below), recourse against the Guarantors Guarantor and any Successor Entity under this Limited Guaranty shall be the sole and exclusive remedy of the each Company Party and all of its Affiliates and Subsidiaries against any the Guarantor or and any Guarantor Affiliate (other than against Parent or Sub for non-monetary damages) in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby. The , and such recourse shall be subject to the limitations described herein and therein. (c) Each Company Party hereby covenants and agrees that it shall not institute, and shall cause its respective Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement or Agreement, this Limited Guaranty, the Equity Commitment Letter or, in each case, the transactions contemplated hereby or thereby, against any the Guarantor or any Guarantor Affiliate (other than against Parent or Sub for non-monetary damages) except for (i) claims by the Company Parties against the Guarantor and any Successor Entity under and in accordance with this Limited Guaranty (“Guarantee Claims”), (ii) claims by the Company Parties against any Buyer Party under and in accordance with the Merger Agreement and/or Vista Equity Partners Management, LLC under and in accordance with the Confidentiality Agreement (“Merger Agreement Claims”) and (iii) claims by the Company Parties against the Guarantor and any Successor Entity under and in accordance with the Merger Agreement and the Equity Commitment Letter (“Equity Funding Claims”). (d) For all purposes of this Limited Guaranty. Nothing set forth , a Person shall be deemed to have pursued a claim against another Person if such first Person brings a Legal Proceeding against such Person, adds such other Person to an existing Legal Proceeding, or otherwise asserts in this Limited Guaranty shall affect or be construed to affect writing a legal claim of any liability of Parent or Sub nature relating to the Company or shall confer or give or shall be construed to confer or give to any Merger Agreement and the other agreements contemplated hereby against such Person other than such actions as are expressly contemplated and permitted in the Company Merger Agreement and the other agreements contemplated hereby (including any Person acting in a representative capacity) any rights or remedies against any Person other than the Guarantors as expressly set forth hereinGuarantee Claims, the Merger Agreement Claims and the Equity Funding Claims).

Sole Remedy. (a) The Company acknowledges and agrees that that, as of the sole cash asset of each of date hereof, neither Parent nor Merger Sub has any assets, other than their respective rights under the Merger Agreement and Sub is cash in a de minimis amount the agreements contemplated thereby. Except as specifically contemplated by this Limited Guarantee or the Equity Commitment Letter, the Company acknowledges and agrees that no additional funds are expected to be contributed to Parent or Merger Sub unless the Closing Offer Acceptance Time occurs, and that that, except for rights against Parent and Merger Sub to the extent expressly provided in the fourth paragraph of the Equity Commitment Letter and Section 7.7 of the Merger Agreement and subject to all of the terms, conditions and limitations herein and therein, the Company shall not have any right to cause any monies assets to be contributed to Parent or Merger Sub by the Guarantor, any current, former Guarantor Affiliate (as defined below) or prospective equity holder, officer, member, manager, director, agent, employee, Affiliate any other Person. (b) The Guarantor shall not have any obligation or assignee of liability to any of the GuarantorsPerson under this Limited Guarantee other than as expressly set forth herein. The Company further agrees that it has no remedy, recourse or right of recovery against, or contribution from, and no personal liability shall attach to, (i) any Guarantor former, current or future, direct or indirect director, officer, employee, agent or Affiliates of the Guarantor, Parent or Merger Sub, (ii) any lender or prospective lender, lead arranger, arranger, agent or representative of or to Parent or Merger Sub, (iii) any former, current or future, direct or indirect holder of any securities or any equity interests of any kind of the Guarantors’ Guarantor, Parent or Merger Sub (whether such holder is a limited or general partner, member, stockholder or otherwise), or (iv) any former, current or future stockholdersassignee of the Guarantor, holders of Parent or Merger Sub or any equityformer, partnership current or limited liability company interestfuture director, officer, memberemployee, agent, general or limited partner, manager, directormember, employeesstockholder, agents or AffiliatesAffiliate, or any Affiliate controlling person, representative or assignee of any of the foregoingforegoing (those Persons described in the foregoing clauses (i), (ii), (iii) and (iv), together, with any other than any Affiliate that has executed a limited guaranty in favor of Non-Recourse Parent Party, but excluding Parent, Merger Sub and the CompanyGuarantor, being referred to the extent of such Affiliate’s obligations under such guaranty) (collectively, herein collectively as “Guarantor Affiliates”), through Guarantor, Parent or Merger Sub or otherwise, whether by or through attempted piercing of the corporate veil or similar action, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable law, by or through a claim by or on behalf of Guarantor, Parent or Merger Sub against the Guarantor, any Guarantor Affiliates, Parent or Merger Sub or otherwise in respect of any Guarantor Affiliateliabilities or obligations relating to, arising out of or otherwisein connection with, except this Limited Guarantee, except, in each case, for (w) its rights against the Guarantor under this Limited Guaranty providedGuarantee, however(x) its third party beneficiary rights under the Equity Commitment Letter and (y) its rights against Parent or Merger Sub under, that and in accordance with, the terms and conditions of the Merger Agreement; provided that, in the event any the Guarantor (i) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or a substantial portion of its properties and other assets to any Person such that the sum of all the Guarantors’ Guarantor’s remaining net assets plus uncalled available capital is less than the Maximum AmountParent Liability Limitation (less amounts paid under this Limited Guarantee prior to such event), then, and in each such case, the Company may seek shall have recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statue, regulation or other applicable law, against such continuing or surviving entity or such Person (in either case, a “Successor Entity”), as the case may be, but only to the extent of the unpaid liability of the Guarantors Guarantor hereunder up to the Maximum Amountamount of the Guaranteed Obligations for which the Guarantor is liable, as determined in accordance with this Limited Guarantee. Recourse Except for Guarantee Claims, Merger Agreement Claims and Equity Commitment Claims (each as defined below), recourse against the Guarantors Guarantor and any Successor Entity under this Limited Guaranty Guarantee shall be the sole and exclusive remedy of the Company and all of its Affiliates and Subsidiaries against any the Guarantor or and any Guarantor Affiliate (other than against Parent or Sub for non-monetary damages) in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby. , and such recourse shall be subject to the limitations described herein and therein. (c) The Company hereby covenants and agrees that it shall not institute, and shall cause its respective Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement or Agreement, this Limited Guarantee, the Equity Commitment Letter or, in each case, the transactions contemplated hereby or thereby, against any the Guarantor or any Guarantor Affiliate except for (other than i) claims by the Company against the Guarantor and any Successor Entity under and in accordance with this Limited Guarantee (“Guarantee Claims”), (ii) claims by the Company against Parent or Merger Sub for non-monetary damagesunder and in accordance with the Merger Agreement and/or the Confidentiality Agreement (“Merger Agreement Claims”) and (iii) claims by the Company against the Guarantor under and in accordance with the Equity Commitment Letter (“Equity Commitment Claims”), and the Company hereby, on behalf of itself and its Affiliates (and to the extent permitted by law, its Representatives), hereby releases each Guarantor and each Guarantor Affiliate from and with respect to any and all claims, known or unknown now existing or hereafter arising under any theory of law or equity, in each case, except for claims against any Guarantor under Guarantee Claims, Merger Agreement Claims or Equity Commitment Claims. (d) For all purposes of this Limited Guaranty. Nothing set forth Guarantee, a Person shall be deemed to have pursued a claim against another Person if such first Person brings a legal action against such Person, adds such other Person to an existing legal proceeding, or otherwise asserts in this Limited Guaranty shall affect or be construed to affect writing a legal claim of any liability of Parent or Sub nature relating to the Company or shall confer or give or shall be construed to confer or give to any Merger Agreement and the other agreements contemplated hereby against such Person other than such actions as are expressly contemplated and permitted in the Company Merger Agreement and the other agreements contemplated hereby (including any Person acting in a representative capacity) any rights or remedies against any Person other than the Guarantors as expressly set forth hereinGuarantee Claims, the Merger Agreement Claims and the Equity Commitment Claims).

Sole Remedy. (i) The Company acknowledges Company’s receipt of the Parent Termination Fee to the extent owed pursuant to Section 8.3(c) (including the Company’s right to enforce the Guarantees with respect thereto and agrees that receive the Parent Termination Fee and any other amounts from the Guarantors as may be set forth in such Guarantees) and the Company’s right to enforce its rights under the Confidentiality Agreement, the Reimbursement Obligations and the Enforcement Expenses will be the sole cash asset and exclusive remedies of the Company Related Parties against (A) Parent, Merger Sub or the Guarantors; (B) the direct or indirect former, current and future holders of any equity, controlling persons, Affiliates (other than Parent, Merger Sub or the Guarantors), Representatives, members, managers, general or limited partners, stockholders, directors, officers, employees, attorneys, agents, heirs, executors, administrators, trustees, representatives, successors and assignees of each of Parent Parent, ▇▇▇▇▇▇ Sub and Sub is cash in a de minimis amount and that no additional funds are expected to be contributed to Parent the Guarantors or Sub unless the Closing occurs, and that the Company shall not have any right to cause any monies to be contributed to Parent or Sub by any current, former or prospective equity holder, officer, member, manager, director, agent, employee, Affiliate or assignee representatives of any of the Guarantors. The Company further agrees that it has no remedyforegoing (collectively, recourse the “Parent Related Parties”); and (C) the Financing Sources or right any of recovery againsttheir Representatives, members, managers, general or contribution fromlimited partners, stockholders, directors, officers, employees, attorneys, agents, heirs, executors, administrators, trustees or representatives (collectively with the Financing Sources, the “Financing Source Related Parties”) in respect of this Agreement, any Guarantor agreement executed in connection herewith (including the Financing Letters and the Guarantees) and the transactions contemplated hereby and thereby (including any breach, whether a willful breach, Willful and Material Breach or otherwise), and other than Parent and Merger Sub’s obligation to pay such amounts and the corresponding obligations of the Guarantors under, and pursuant to the terms of and subject to the limitations in, the Guarantees, none of Parent, Merger Sub or any of the Guarantors’ Parent Related Parties or the Financing Source Related Parties will have any liability or obligation to the Company relating to or arising out of this Agreement, any agreement executed in connection herewith (including the Financing Letters and the Guarantees) or the transactions contemplated hereby and thereby (except that Parent, Merger Sub or their applicable Affiliate party to the Confidentiality Agreement will remain obligated with respect to, and the Company and its Subsidiaries may be entitled to remedies with respect to, the Confidentiality Agreement, the Reimbursement Obligations and the Enforcement Expenses, as applicable and subject to the Expense Cap). The Parties acknowledge and agree that, while the Company may pursue a grant of specific performance in accordance with Section 9.8 and payment of the Parent Termination Fee, in no event shall the Company be entitled to obtain both (x) a grant of specific performance pursuant to Section 9.8 that results in the Closing occurring and (y) payment of the Parent Termination Fee in accordance with this Section 8.3(c) or monetary damages of any kind. The Parent Related Parties and the Financing Source Related Parties are intended third party beneficiaries of this Section 8.3(e). In no event shall Parent, Merger Sub or the Guarantors have liability for monetary damages (including monetary damages in lieu of specific performance and damages pursuant to the penultimate sentence of Section 8.2(b)) in the aggregate in excess of the Parent Termination Fee, plus any Reimbursement Obligations and any Enforcement Expenses (subject to the Expense Cap). The Parent Termination Fee, the Reimbursement Obligations and any Enforcement Expenses (subject to the Expense Cap) shall be the maximum aggregate liability (including in the case of fraud or Willful and Material Breach) of Parent and Merger Sub hereunder (and of the Guarantors under the Guarantees). Notwithstanding anything to the contrary herein, other than the obligation of the Parent to pay the Parent Termination Fee plus any Reimbursement Obligations and any Enforcement Expenses (subject to the Expense Cap) in accordance with Section 8.3(c) and the corresponding obligations of the Guarantors under, and pursuant to the terms of and subject to the limitations in, the Guarantees, in no event will any Parent Related Party or any other Person have any liability for monetary damages to the Company, the Company Related Parties or any other Person relating to or arising out of this Agreement or the Transactions. (ii) Parent’s receipt of the Company Termination Fee, any Enforcement Expenses, to the extent owed pursuant to Section 8.3(b) or Parent’s right to specific performance pursuant to Section 9.8, as applicable, will be the sole and exclusive remedies of Parent and Merger Sub and each of their respective Affiliates and the Parent Related Parties and the Financing Source Related Parties against the Company, the Subsidiaries of the Company, their respective Affiliates or any of their respective former, current or future general or limited partners, stockholders, holders of any equityequityholders, partnership or limited liability company interestmembers, officermanagers, memberdirectors, manager, directorofficers, employees, agents or Affiliates, or any Affiliate or assignee of any of the foregoing, (other than any Affiliate that has executed a limited guaranty in favor of the Company, to the extent of such Affiliate’s obligations under such guaranty) Affiliates (collectively, the “Guarantor AffiliatesCompany Related Parties”) in respect of this Agreement, any agreement executed in connection herewith and the transactions contemplated hereby and thereby (including any breach, whether a willful breach, Willful and Material Breach or otherwise (except in the case of Willful and Material Breach by the Company of its obligations in Section 5.3(a))), through and other than the Company’s obligation to pay such amounts, none of the Company Related Parties will have any liability or obligation to Parent or Merger Sub or otherwiseany Parent Related Parties or Financing Source Related Parties relating to or arising out of this Agreement, whether any agreement executed in connection herewith or the transactions contemplated hereby and thereby (except that the Parties (or their Affiliates) will remain obligated with respect to, and Parent and Merger Sub and its Subsidiaries may be entitled to remedies with respect to, the Confidentiality Agreement and the Enforcement Expenses, as applicable and subject to the Expense Cap or in the case of Willful and Material Breach by or through attempted piercing the Company of its obligations in Section 5.3(a)). The Parties acknowledge and agree that, while Parent may pursue a grant of specific performance in accordance with Section 9.8 and payment of the corporate veil or similar actionCompany Termination Fee, by or through in no event shall Parent be entitled to obtain both (x) a claim by or on behalf grant of Parent or Sub against any Guarantor specific performance pursuant to Section 9.8 that results in the Closing occurring, and (y) payment of the Company Termination Fee in accordance with Section 8.3(b). The Company Related Parties are intended third party beneficiaries of this Section 8.3(e)(ii). In no event shall the Company or any Guarantor Affiliate, or otherwise, except of its Subsidiaries have liability for its rights under this Limited Guaranty provided, however, that monetary damages (including monetary damages in lieu of specific performance and damages pursuant to the penultimate sentence of Section 8.2(b)) in the event any Guarantor (i) consolidates with or merges with any other Person and is not aggregate in excess of the continuing or surviving entity amount of such consolidation or merger or (ii) transfers or conveys all or a substantial portion of its properties and other assets to any Person such that the sum of all the Guarantors’ remaining net assets plus uncalled capital is less than the Maximum Amount, then, and in each such case, the Company may seek recourse, whether by Termination Fee plus any Enforcement Expenses (subject to the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statue, regulation or other applicable law, against such continuing or surviving entity or such Person (in either case, a “Successor Entity”Expense Cap), as the case may be, but only to the extent of the unpaid liability of the Guarantors hereunder up to the Maximum Amount. Recourse against the Guarantors under this Limited Guaranty which shall be the sole and exclusive remedy maximum aggregate liability of the Company and its Subsidiaries with respect to any and all claims under or relating to this Agreement and the Transactions, except in the case of Willful and Material Breach by the Company of its Affiliates against obligations in Section 5.3(a). Notwithstanding anything to the contrary herein, other than obligation of the Company to pay the Company Termination Fee in accordance with Section 8.3(b) and any Guarantor Enforcement Expenses (subject to the Expense Cap), in no event will any Company Related Party or any Guarantor Affiliate (other than against Parent or Sub Person have any liability for non-monetary damages) in respect of any liabilities or obligations arising under, or in connection withdamages to Parent, the Merger Parent Related Parties or any other Person relating to or arising out of this Agreement or the transactions contemplated thereby. The Company hereby covenants and agrees that it shall not institute, and shall cause its respective Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby, against any Guarantor or any Guarantor Affiliate (other than against Parent or Sub for non-monetary damages) except for claims against any Guarantor under this Limited Guaranty. Nothing set forth in this Limited Guaranty shall affect or be construed to affect any liability of Parent or Sub to the Company or shall confer or give or shall be construed to confer or give to any Person other than the Company (including any Person acting in a representative capacity) any rights or remedies against any Person other than the Guarantors as expressly set forth hereinTransactions.

Sole Remedy. The Company acknowledges and agrees that that, as of the date hereof, the sole cash asset of each assets of Parent and Sub is are cash in a de minimis amount and its rights under the Merger Agreement, and that no additional funds are expected to be contributed to Parent or Sub unless and until the Closing occurs, in each case in accordance with, and subject to, the terms and conditions of the Merger Agreement. Notwithstanding anything that may be expressed or implied in this Guarantee or any document or instrument delivered herewith, and notwithstanding the fact that the Guarantor may be a partnership, by its acceptance of the benefits of this Guarantee, the Company agrees that (other than with respect to the Retained Claims (as defined below)) no Person other than the Guarantor and the Company has any rights or obligations hereunder and has no right of recovery hereunder against, and no personal liability shall not have attach hereunder to, any right to cause any monies to be contributed to Parent former, current or Sub by any currentfuture, former direct or prospective equity holderindirect, director, officer, employee, attorney, agent or Affiliate of the Guarantor, any former, current or future, direct or indirect, holder of any equity interests or securities of the Guarantor (whether such holder is a limited or general partner, member, stockholder or otherwise), any former, current or future assignee of the Guarantor or any former, current or future director, officer, employee, agent, general or limited partner, manager, directormember, agentstockholder, employeeAffiliate, Affiliate controlling person, representative, successor or assignee of any of the Guarantors. The Company further agrees that it has no remedyforegoing (each such Person, recourse or right of recovery against, or contribution from, any Guarantor or any of the Guarantors’ former, current or future stockholders, holders of any equity, partnership or limited liability company interest, officer, member, manager, director, employees, agents or Affiliates, or any Affiliate or assignee of any of the foregoing, (other than any Affiliate that has executed a limited guaranty in favor of the Company, to the extent of such Affiliate’s obligations under such guaranty) (collectively, “Guarantor AffiliatesRelated Person”), through Parent or Sub or otherwise, whether by or through attempted piercing of the corporate veil corporate, limited liability company or similar actionlimited partnership veil, by or through a claim by or on behalf of Parent or Sub against any the Guarantor or any Guarantor AffiliateRelated Person, by or otherwise, except for its rights under this Limited Guaranty provided, however, that in the event any Guarantor (i) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or a substantial portion of its properties and other assets to any Person such that the sum of all the Guarantors’ remaining net assets plus uncalled capital is less than the Maximum Amount, then, and in each such case, through the Company may seek recourseagainst any Related Person, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or proceeding, by virtue of any statueapplicable Law, regulation or other applicable law, against such continuing or surviving entity or such Person (in either case, a “Successor Entity”), as the case may be, but only to the extent of the unpaid liability of the Guarantors hereunder up to the Maximum Amountotherwise. Recourse against the Guarantors Guarantor and its successors and assigns under this Limited Guaranty Guarantee shall be the sole and exclusive remedy of (x) the Company and (y) all of its respective Affiliates and Subsidiaries against the Guarantor and any Guarantor or any Guarantor Affiliate Related Person (other than against Parent or Sub for non-monetary damagesand Merger Sub) in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement or the transactions contemplated therebythereby except for claims of the Company (i) against the Guarantor and its successors and assigns under this Guaranty, (ii) as a third party beneficiary under, subject to the conditions in the Merger Agreement and the Equity Commitment Letter, the Equity Commitment Letter or (iii) with respect to the Confidentiality Agreement between Ardian North America Fund II GP, LLC and the Company, dated August 24, 2020 (any claims under (i), (ii) and (iii), together with any claims against the Guarantor and its successors and assigns under this Guarantee, being collectively referred to as the “Retained Claims”), and the Company hereby acknowledges and agrees that the Guarantor shall not be required to pay any of the Obligations on more than one occasion or in excess of the Cap. The Company hereby covenants and agrees that it shall not institute, directly or indirectly, and shall cause its respective Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby, Equity Commitment Letter against any the Guarantor or any Guarantor Affiliate Related Person (other than against Parent or Sub for non-monetary damages) and Merger Sub), except for claims against any Guarantor under this Limited Guarantythe Retained Claims. Nothing set forth in this Limited Guaranty shall affect or be construed to affect any liability of Parent or Sub to the Company or Guarantee shall confer or give or shall be construed to confer or give to any Person other than the Company (including any Person acting in a representative capacity) other than the Company any rights or remedies against any Person other than Person, including the Guarantors Guarantor and any Related Person, except as expressly set forth herein.

Sole Remedy. The Company Guaranteed Party acknowledges the separate corporate existence of Parent and Merger Sub and agrees that the sole cash asset of each of Parent and ▇▇▇▇▇▇ Sub is have no assets other than certain contract rights and cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Merger Sub unless and until the Closing occursoccurs under the Merger Agreement. Notwithstanding anything that may be expressed or implied in this Limited Guaranty, and the Merger Agreement, the Support Agreements, the Equity Commitment Letters, the Debt Commitment Letter, the Other Guaranties or any document or instrument delivered in connection herewith or therewith, by its acceptance of the benefits of this Limited Guaranty, the Guaranteed Party further agrees that none of the Company Guaranteed Party Related Persons shall not have any right to cause of recovery against, and no personal liability shall attach to, (A) the Guarantor or (B) any monies to be contributed to Parent Affiliate of the Guarantor, or Sub by any currentformer, former current or prospective equity holderfuture direct or indirect director, officer, memberemployee, agent, manager, incorporator, attorney, advisor or other Representative of the Guarantor or of any Affiliate of the Guarantor (including any person negotiating or executing this Limited Guaranty on behalf of such a party), any former, current or future, direct or indirect holder of any equity interests or securities of the Guarantor or of any Affiliate of the Guarantor (whether such holder is a limited or general partner, member, stockholder or otherwise), or any former, current or future director, officer, employee, agent, employeeincorporator, Affiliate attorney, general or limited partner, manager, member, equityholder, stockholder, Affiliate, controlling person, advisor or other representative, successor or assignee of any of the Guarantors. The Company further agrees that it has no remedy, recourse or right of recovery against, or contribution from, any Guarantor or any of the Guarantors’ former, current or future stockholders, holders of any equity, partnership or limited liability company interest, officer, member, manager, director, employees, agents or Affiliates, or any Affiliate or assignee of any of the foregoing, foregoing (other than any Affiliate that has executed a limited guaranty in favor of the Company, to the extent of such Affiliate’s obligations under such guaranty) (collectively, “Guarantor Affiliates”), through Parent or Sub or otherwise, whether by or through attempted piercing of the corporate veil or similar action, by or through a claim by or on behalf of Parent or Sub against any Guarantor or any Guarantor Affiliate, or otherwise, except for its rights under this Limited Guaranty provided, however, that in the event any Guarantor (i) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or a substantial portion of its properties and other assets to any Person such that the sum of all the Guarantors’ remaining net assets plus uncalled capital is less than the Maximum Amount, then, and in each such case, the Company may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statue, regulation or other applicable law, against such continuing or surviving entity or such Person (in either case, a “Successor Entity”), as the case may be, but only to the extent of the unpaid liability of the Guarantors hereunder up to the Maximum Amount. Recourse against the Guarantors under this Limited Guaranty shall be the sole and exclusive remedy of the Company and all of its Affiliates against any Guarantor or any Guarantor Affiliate (other than against Parent or Sub for non-monetary damages) in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby. The Company hereby covenants and agrees that it shall not institute, and shall cause its respective Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby, against any Guarantor or any Guarantor Affiliate (other than against Parent or Sub for non-monetary damages) except for claims against any Guarantor under this Limited Guaranty. Nothing person set forth in this Limited Guaranty shall affect or be construed to affect any liability of Parent or Sub to the Company or shall confer or give or shall be construed to confer or give to any Person other than the Company (including any Person acting in a representative capacity) any rights or remedies against any Person other than the Guarantors as expressly set forth herein.foregoing clause

Sole Remedy. (a) The Company acknowledges and agrees that Parent does not have any assets, other than its rights under the sole cash asset of each of Parent Merger Agreement, the Debt Commitment Letter and Sub is cash in a de minimis amount the Equity Commitment Letter, and that no additional funds are expected to be contributed to Parent or Sub unless the Offer Acceptance Time and the Closing occursoccur, and that that, except for rights against Parent to the extent expressly provided in Section 7 of the Equity Commitment Letter and Sections 8.5 and 9.13 of the Merger Agreement and subject to all of the terms, conditions and limitations herein and therein, the Company shall not have any right to cause any monies assets to be contributed to Parent or Sub by any currentGuarantor, former any Guarantor Affiliate (as hereinafter below) or prospective equity holder, officer, member, manager, director, agent, employee, Affiliate or assignee of any of the Guarantors. other Person. (b) The Company further agrees and acknowledges that it no Person other than the Guarantors has no any obligations hereunder and that, notwithstanding that the Guarantors may be limited partnerships, the Company does not have any remedy, recourse or right of recovery against, or contribution from, (i) any Guarantor or any of the Guarantors’ former, current or future stockholdersdirect or indirect general or limited partner, holders stockholder, holder of any equity, partnership or limited liability company interest, officer, member, manager, director, employeesemployee, agents agent, attorney, controlling Person, assignee or Affiliatesaffiliate of any Guarantor, (ii) Parent or Merger Sub, (iii) any Affiliate Lender or prospective lender, lead arranger, arranger, agent or representative of or to Parent or Merger Sub or (iv) any former, current or future direct or indirect general or limited partner, stockholder, holder of any equity, partnership or limited liability company interest, officer, member, manager, director, employee, agent, attorney, controlling Person, assignee or affiliate of any of the foregoing, foregoing (other than Parent, Merger Sub and any Affiliate that has executed a limited guaranty in favor of the Company, to the extent of such Affiliate’s obligations under such guarantyGuarantors) (collectively, those Persons and entities described in the foregoing clauses (i) through (iv) being referred to herein collectively as “Guarantor Affiliates”), through Parent or any Guarantor, Parent, Merger Sub or otherwise, whether by or through attempted piercing of the corporate veil or similar action, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, by or through a claim by or on behalf of any Guarantor, Parent or Merger Sub against any Guarantor or any Guarantor Affiliate, or otherwise, except for its rights under this Limited Guaranty the Retained Claims (as defined below); provided, however, that in the event any Guarantor (ix) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (iiy) transfers or conveys all or a substantial portion of its properties and other assets to any Person such that the sum of all the Guarantors’ of such Guarantor’s remaining net assets plus uncalled capital commitment is less than such Guarantor’s Pro Rata Percentage (as defined below) of the Maximum AmountParent Termination Fee, then, and in each such case, the Company may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statuestatute, regulation or other applicable lawLaw, against such continuing or surviving entity or such Person (in either case, a “Successor Entity”), as the case may be, but only to the extent of the unpaid liability of the Guarantors hereunder up to the Maximum Amount. Recourse against applicable Pro Rata Percentage of the Guarantors under Guaranteed Obligation for which such Guarantor is liable, as determined in accordance with this Limited Guarantee. As used herein, unless otherwise specified, the term Guarantor shall include such Guarantor’s Successor Entity. (c) The Company hereby covenants and agrees that it shall not institute, and shall cause each of its Subsidiaries, Affiliates and their respective Representatives not to institute, directly or indirectly, any Action or bring any claim arising under, or in connection with, this Limited Guarantee, the Offer, the Merger Agreement, the Equity Commitment Letter, the Debt Commitment Letter or the transactions contemplated hereby or thereby, against any Guarantor or any Guarantor Affiliate except for (i) claims by the Company against any Guarantor or any of its permitted assigns or any Successor Entity under, in accordance with and subject to all limitations of this Limited Guarantee (the “Retained Guaranty Claims”), (ii) claims by the Company against Parent under and in accordance with and subject to all limitations set forth in the Merger Agreement (the “Retained Merger Agreement Claims”), (iii) with respect to the Confidentiality Agreement, dated May 21, 2020, between the Company and Madison Dearborn Partners, LLC, on behalf of its Fund VIII private equity funds (“MDP”) (the “NDA”), claims by the Company against MDP under and in accordance with the NDA (the “Retained NDA Claims”) or (iv) to the extent (but only to the extent) the Company is expressly entitled to enforce the Equity Commitment Letter in accordance with Section 7 of the Equity Commitment Letter and Section 9.13 of the Merger Agreement, and subject to all of the terms, conditions and limitations herein and therein, claims by the Company against Parent seeking to cause Parent to enforce the Equity Commitment Letter in accordance with its terms (the “Retained Equity Commitment Claims” and together with the Retained Guaranty Claims, the Retained Merger Agreement Claims and the Retained NDA Claims, the “Retained Claims”). For the avoidance of doubt, nothing herein shall be deemed or construed to constitute a waiver or release of any Retained Claims. (d) Recourse (i) against each Guarantor, as applicable, solely with respect to the Retained Guaranty Claims, (ii) against Parent with respect to the Retained Merger Agreement Claims, (iii) against MDP solely with respect to the Retained NDA Claims and (iv) against Parent and the Investors (as defined in the Equity Commitment Letter) with respect to the Retained Equity Commitment Claims, shall be the sole and exclusive remedy of the Company and all of its Affiliates against any Guarantor or any Guarantor Affiliate (other than against Parent or Sub for non-monetary damages) in respect of any liabilities or obligations arising under, or in connection with, the Offer, the Merger Agreement Agreement, this Limited Guarantee, the Equity Commitment Letter and the NDA or the transactions contemplated thereby. The Company hereby covenants thereby and agrees that it shall not institutehereby, and such recourse shall cause be subject to the limitations described herein and therein. (e) By its respective Affiliates not acceptance of this Limited Guarantee, to institutethe maximum extent permitted by Law (and subject only to the specific contractual provisions of this Limited Guarantee), any proceeding or bring any other claim arising underthe Company, on its own behalf and, on behalf of each of the Company Related Parties (collectively, the “Releasing Persons”) hereby waives each and every right of recovery against each Guarantor and each Guarantor Affiliate under or in connection withwith or related to this Limited Guarantee, the Offer, the Merger Agreement Agreement, the Equity Commitment Letter, the Debt Commitment Letter or the transactions contemplated therebyhereby or thereby or otherwise relating thereto and hereby releases each Guarantor Affiliate from and with respect to any claim, known or unknown, now existing or hereafter arising, in connection with this Limited Guarantee, the Offer, the Merger Agreement, the Equity Commitment Letter, the Debt Commitment Letter or the transactions contemplated hereby or thereby or otherwise relating thereto, whether by or through attempted piercing of the corporate (or limited liability company or partnership) veil, by or through a claim by or on behalf of any Guarantor, Parent, Merger Sub or any other Person against any Guarantor Affiliate, or otherwise under any Guarantor Affiliate theory of law or equity (other than against Parent or Sub for non-monetary damages) except for claims against the “Released Claims”); provided that the foregoing shall not limit, and the Released Claims shall not include, any Guarantor under this Limited Guaranty. Nothing set forth in this Limited Guaranty shall affect or be construed to affect any liability of Parent or Sub to the Company or shall confer or give or shall be construed to confer or give to any Person other than the Company (including any Person acting in a representative capacity) any rights or remedies against any Person other than the Guarantors as expressly set forth hereinRetained Claims.

Sole Remedy. (a) The Company acknowledges and agrees that that, as of the sole cash asset of each of date hereof, Parent has no assets, other than their respective rights under the Merger Agreement and Sub is cash in a de minimis amount the agreements contemplated thereby, including the Equity Commitment Letter. Except as specifically contemplated by this Limited Guarantee and the Equity Commitment Letter, the Company acknowledges and agrees that no additional funds are expected to be contributed to Parent or Sub unless the Closing occursParent, and that that, except for rights against Parent to the extent expressly provided in Section 8.15 of the Merger Agreement and subject to all of the terms, conditions and limitations herein and therein, the Company shall not have any right to cause any monies assets to be contributed to Parent or Sub by any current, former or prospective equity holder, officer, member, manager, director, agent, employee, Affiliate or assignee of any of the Guarantors, any Guarantor Affiliate (as defined below) or any other Person, other than the Equity Commitment Letter. (b) The Guarantors shall not have any obligation or liability to any Person relating to, arising out of or in connection with this Limited Guarantee other than as expressly set forth herein and in the Equity Commitment Letter. The Company further agrees that it has no remedy, recourse or right of recovery against, or contribution from, and no personal liability shall attach to, (i) any Guarantor former, current or any future, direct or indirect director, officer, employee, agent or Affiliates of the Guarantors’ , (ii) any lender or prospective lender, lead arranger, arranger, agent or representative of or to Parent, (iii) any former, current or future, direct or indirect holder of any securities or any equity interests of any kind of the Guarantors, Parent (whether such holder is a limited or general partner, member, stockholder or otherwise), or (iv) any former, current or future stockholdersassignee of the Guarantors, holders of Parent or any equityformer, partnership current or limited liability company interestfuture director, officer, memberemployee, agent, general or limited partner, manager, directormember, employeesstockholder, agents or AffiliatesAffiliate, or any Affiliate controlling person, representative or assignee of any of the foregoing, (in each case, other than Parent, Merger Sub, the Guarantors and any Affiliate that has executed a limited guaranty in favor assignee of the Companyobligations of Parent, Merger Sub or the Guarantors arising from the Retained Claims (those Persons described in the foregoing clauses (i), (ii), (iii) and (iv), together, with any other Non-Recourse Parent Party, but excluding Parent, Merger Sub, the Guarantors or any assignee of the obligations of Parent, Merger Sub or the Guarantors arising from the Retained Claims, being referred to the extent of such Affiliate’s obligations under such guaranty) (collectively, herein collectively as “Guarantor Affiliates”), through Guarantor, Parent or Sub or otherwise, whether by or through attempted piercing of the corporate veil or similar action, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable law, by or through a claim by or on behalf of Guarantor, Parent against the Guarantor, any Guarantor Affiliates, Parent or Sub otherwise in respect of any liabilities or obligations relating to, arising out of or in connection with, this Limited Guarantee, the Equity Commitment Letter and the Confidentiality Agreement, except, in each case, for (v) its rights against the Guarantors under this Limited Guarantee, (w) its rights against Parent under, and in accordance with, the terms and conditions of the Merger Agreement, (x) its rights and remedies against Brookfield Capital Partners LLC pursuant to that certain nondisclosure agreement, dated as of January 25, 2022 (the “Confidentiality Agreement”), by and between the Company and Brookfield Asset Management, Inc., (y) its rights and remedies against the Guarantors pursuant to the Equity Commitment Letter and (z) any rights the Company or any of its Affiliates have against any Guarantor of Guarantor, Parent, Merger Sub or any Guarantor Affiliate pursuant to the terms of any Contract to which such Guarantor, Parent, Merger Sub or such Guarantor Affiliate, or otherwiserespectively, except for its rights under this Limited Guaranty is a party (collectively, clauses (v) through (z), the “Retained Claims”); provided, however, that in the event any Guarantor (i) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or a substantial portion of its properties and other assets to any Person such that the sum of all the Guarantors’ such Guarantor’s remaining net assets plus uncalled capital is less than the Maximum AmountLiability Limitation (less amounts paid under this Limited Guarantee prior to such event), then, and in each such case, the Company may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statue, regulation or other applicable law, against such continuing or surviving entity or such Person (in either case, a “Successor Entity”), as the case may be, but only to the extent of the unpaid liability of the Guarantors applicable Guarantor hereunder up to the Maximum Amountamount of the Guaranteed Obligations for which such Guarantor is liable, as determined in accordance with this Limited Guarantee. Recourse Except for Guarantee Claims, Merger Agreement Claims (each as defined below) and any Retained Claims, recourse against the Guarantors and any Successor Entity under this Limited Guaranty Guarantee and the Equity Commitment Letter shall be the sole and exclusive remedy of the Company and all of its Affiliates and Subsidiaries against any Guarantor or the Guarantors and any Guarantor Affiliate (other than against Parent or Sub for non-monetary damages) in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby. , and such recourse shall be subject to the limitations described herein and therein. (c) The Company hereby covenants and agrees that it shall not institute, and shall cause its respective Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement, this Limited Guarantee, Equity Commitment Letter, Confidentiality Agreement or or, in each case, the transactions contemplated hereby or thereby, against any Guarantor the Guarantors or any Guarantor Affiliate except for (i) claims by the Company against the Guarantors and any Successor Entity under and in accordance with this Limited Guarantee (“Guarantee Claims”), (ii) claims by the Company against Parent under and in accordance with the Merger Agreement (“Merger Agreement Claims”) and (iii) the Retained Claims, and the Company hereby, on behalf of itself and its Affiliates (and to the extent permitted by law, its Representatives), hereby releases the Guarantors and each Guarantor Affiliate from and with respect to any and all claims, known or unknown, now existing or hereafter arising, under, or in connection with, the Merger Agreement, this Limited Guarantee or, in each case, the transactions contemplated thereby or otherwise relating thereto, whether by or through attempted piercing of the corporate (or limited liability company or partnership) veil, by or through a claim by or on behalf of a Guarantor or Parent or any other Person against the Guarantors or any Guarantor Affiliate, or otherwise under any theory of law or equity, in each case, except for Guarantee Claims, the Merger Agreement Claims and the other Retained Claims. (d) For all purposes of this Limited Guarantee, a Person shall be deemed to have pursued a claim against another Person if such first Person brings a legal action against such Person, adds such other Person to an existing legal proceeding, other than against Parent or Sub for non-monetary damages) except for claims against any Guarantor under this Limited Guaranty. Nothing set forth such actions as are expressly contemplated and permitted in this Limited Guaranty shall affect or be construed to affect any liability of Parent or Sub to the Company or shall confer or give or shall be construed to confer or give to any Person Merger Agreement and the other than the Company (including any Person acting in a representative capacity) any rights or remedies against any Person other than the Guarantors as expressly set forth hereinagreements contemplated hereby.

Sole Remedy. The Company acknowledges and agrees that the sole cash asset of each of Parent and Sub is cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Sub unless the Closing occurs, and that the Company shall not have any right to cause any monies to be contributed to Parent or Sub by any current, former or prospective equity holder, officer, member, manager, director, agent, employee, Affiliate or assignee of any of the Guarantors. The Company further agrees that it has no remedy, recourse or right of recovery against, or contribution from, any against Guarantor or any of the Guarantors’ former, Guarantor’s current or future stockholders, holders of any equity, equity or partnership or limited liability company interest, officer, member, manager, director, employees, agents or Affiliates, or any Affiliate or assignee of any of the foregoing, Affiliates (other than any Affiliate that has executed a limited guaranty in favor of the Company, to the extent of such Affiliate’s obligations under such guaranty) (collectively, “Guarantor Affiliates”), through Parent or Sub or otherwise, whether by or through attempted piercing of the corporate veil or similar action, by or through a claim by or on behalf of Parent or Sub against any Guarantor or any Guarantor Affiliate, or otherwise, except for its rights under this Limited Guaranty provided, however, that in the event any the Guarantor (i) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or a substantial portion of its properties and other assets to any Person such that the sum of all the Guarantors’ Guarantor’s remaining net assets plus uncalled capital is less than the Maximum Amount, then, and in each such case, the Company may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statue, regulation or other applicable law, against such continuing or surviving entity or such Person (in either case, a “Successor Entity”), as the case may be, but only to the extent of the unpaid liability of the Guarantors Guarantor hereunder up to the Maximum Amount. Recourse against the Guarantors Guarantor under this Limited Guaranty shall be the sole and exclusive remedy of the Company and all of its Affiliates against any the Guarantor or and any Guarantor Affiliate (other than against Parent or Sub for non-monetary damages) in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby. The Company hereby covenants and agrees that it shall not institute, and shall cause its respective Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby, against any the Guarantor or any Guarantor Affiliate (other than against Parent or Sub for non-monetary damages) except for claims against any the Guarantor under this Limited Guaranty. Nothing set forth in this Limited Guaranty shall affect or be construed to affect any liability of Parent or Sub to the Company or shall confer or give or shall be construed to confer or give to any Person other than the Company (including any Person acting in a representative capacity) any rights or remedies against any Person other than the Guarantors Guarantor as expressly set forth herein.

Sole Remedy. (a) The Company acknowledges and agrees that that, as of the sole cash asset of date hereof, neither Parent nor Purchaser has any assets, other than their respective rights under the Merger Agreement, the Equity Commitment Letter, the Debt Letters and the agreements contemplated by each of Parent the foregoing. Except as specifically contemplated by this Limited Guarantee or the Equity Commitment Letter, the Company acknowledges and Sub is cash in a de minimis amount and agrees that no additional funds are expected to be contributed to Parent or Sub Purchaser unless the Closing Offer Acceptance Time occurs, and that that, except for rights against Parent and Purchaser to the extent expressly provided in the fourth paragraph of the Equity Commitment Letter and Section 9.10 of the Merger Agreement and subject to all of the terms, conditions and limitations herein and therein, the Company shall not have any right to cause any monies assets to be contributed to Parent or Sub Purchaser by any currentGuarantor, former any Guarantor Affiliate (as defined below) or prospective equity holder, officer, member, manager, director, agent, employee, Affiliate any other Person. (b) No Guarantor shall have any obligation or assignee of liability to any of the GuarantorsPerson under this Limited Guarantee other than as expressly set forth herein. The Company further agrees that it has no remedy, recourse or right of recovery against, or contribution from, and no personal liability shall attach to, (i) any Guarantor former, current or future, direct or indirect director, officer, employee, agent or Affiliate of any Guarantor, Parent or Purchaser, (ii) any lender or prospective lender, lead arranger, arranger, agent or representative of or to Parent or Purchaser, (iii) any former, current or future, direct or indirect holder of any securities or any equity interests of the Guarantors’ any kind of any Guarantor, Parent or Purchaser (whether such holder is a limited or general partner, member, stockholder or otherwise), or (iv) any former, current or future stockholders, holders assignee of any equityGuarantor, partnership Parent or limited liability company interestPurchaser or any former, current or future director, officer, memberemployee, agent, general or limited partner, manager, directormember, employeesstockholder, agents or AffiliatesAffiliate, or any Affiliate controlling person, representative or assignee of any of the foregoingforegoing (those Persons described in the foregoing clauses (i), (ii), (iii) and (iv), together, with any other than any Affiliate that has executed a limited guaranty in favor of Non-Recourse Parent Party, but excluding Parent, Purchaser and the CompanyGuarantors, being referred to the extent of such Affiliate’s obligations under such guaranty) (collectively, herein collectively as “Guarantor Affiliates”), through any Guarantor, Parent or Sub Purchaser or otherwise, whether by or through attempted piercing of the corporate veil or similar action, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable law, by or through a claim by or on behalf of any Guarantor, Parent or Sub Purchaser against any Guarantor or Guarantor, any Guarantor AffiliateAffiliates, Parent or otherwisePurchaser or otherwise in respect of any liabilities or obligations relating to, except arising out of or in connection with, this Limited Guarantee, except, in each case, for (w) its rights against such Guarantor under this Limited Guaranty providedGuarantee, however(x) its third party beneficiary rights under the Equity Commitment Letter and (y) its rights against Parent or Purchaser under, that and in accordance with, the terms and conditions of the Merger Agreement; provided that, in the event any Guarantor (i) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or a substantial portion of its properties and other assets to any Person such that the sum of all the Guarantors’ such Guarantor’s remaining net assets plus uncalled available capital is less than the Maximum AmountParent Liability Limitation (less amounts paid under this Limited Guarantee prior to such event), then, and in each such case, the Company may seek shall have recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statue, regulation or other applicable law, against such continuing or surviving entity or such Person (in either case, a “Successor Entity”), as the case may be, but only to the extent of the unpaid liability of the Guarantors such Guarantor hereunder up to its Maximum Guarantor Percentage of the Maximum AmountGuaranteed Obligations for which such Guarantor is liable, as determined in accordance with this Limited Guarantee. Recourse Except for Guarantee Claims, Merger Agreement Claims and Equity Commitment Claims (each as defined below), recourse against the Guarantors any Guarantor and any Successor Entity under this Limited Guaranty Guarantee shall be the sole and exclusive remedy of the Company and all of its Affiliates and Subsidiaries against any Guarantor or and any Guarantor Affiliate (other than against Parent or Sub for non-monetary damages) in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby. , and such recourse shall be subject to the limitations described herein and therein. (c) The Company hereby covenants and agrees that it shall not institute, and shall cause its respective Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement or Agreement, this Limited Guarantee, the Equity Commitment Letter or, in each case, the transactions contemplated hereby or thereby, against any Guarantor or any Guarantor Affiliate except for (other than i) claims by the Company against such Guarantor and any Successor Entity under and in accordance with this Limited Guarantee (“Guarantee Claims”), (ii) claims by the Company against Parent or Sub for non-monetary damagesPurchaser under and in accordance with the Merger Agreement and/or the Confidentiality Agreement (“Merger Agreement Claims”) and (iii) claims by the Company against such Guarantor under and in accordance with the Equity Commitment Letter (“Equity Commitment Claims”), and the Company hereby, on behalf of itself and its Affiliates (and to the extent permitted by law, its Representatives), hereby releases each Guarantor and each Guarantor Affiliate from and with respect to any and all claims arising under, or in connection with, the Merger Agreement, this Limited Guarantee, the Equity Commitment Letter or, in each case, the transactions contemplated hereby or thereby, known or unknown now existing under any theory of law or equity, in each case, except for claims against any Guarantor under Guarantee Claims, Merger Agreement Claims or Equity Commitment Claims. (d) For all purposes of this Limited Guaranty. Nothing set forth Guarantee, a Person shall be deemed to have pursued a claim against another Person if such first Person brings a legal action against such Person, adds such other Person to an existing legal proceeding, or otherwise asserts in this Limited Guaranty shall affect or be construed to affect writing a legal claim of any liability of Parent or Sub nature relating to the Company or shall confer or give or shall be construed to confer or give to any Merger Agreement and the other agreements contemplated hereby against such Person other than such actions as are expressly contemplated and permitted in the Company Merger Agreement and the other agreements contemplated hereby (including any Person acting in a representative capacity) any rights or remedies against any Person other than the Guarantors as expressly set forth hereinGuarantee Claims, the Merger Agreement Claims and the Equity Commitment Claims).

Sole Remedy. (a) The Company Guaranteed Party acknowledges and agrees that that: (i) the sole cash asset of each of Parent and Sub is cash in a de minimis amount amount, and that no additional funds are expected to be contributed to Parent or Sub unless and until the Closing occursoccurs in accordance with the terms and conditions of the Merger Agreement, and that that, without limiting the Company rights of the Guaranteed Party under this Limited Guarantee, and subject to all of the terms, conditions and limitations herein and therein, the Guaranteed Party shall not have any right to cause any monies assets to be contributed to Parent or Merger Sub by any currentthe Guarantor, former or prospective equity holder, officer, member, manager, director, agent, employee, Affiliate or assignee of any of the Guarantors. The Company further agrees Guarantor’s Related Persons (as defined below) or any other Person; (ii) notwithstanding anything that it may be expressed or implied in this Limited Guarantee, the Merger Agreement or any other document or instrument delivered in connection herewith or therewith, the Guarantor shall not have any obligation or liability to any Person relating to, arising out of or in connection with the Merger Agreement, this Limited Guarantee, or the transactions contemplated hereby or thereby, other than as expressly set forth herein, and that, no Person other than the Guarantors shall have any liability or obligation hereunder; and (iii) the Guaranteed Party has no and shall have no right of remedy, recourse or right of recovery against(whether at law or equity or in tort, contract or contribution from, any otherwise) against the Guarantor or any of the Guarantors’ former, current or future stockholders, holders of any equity, partnership or limited liability company interest, officer, member, manager, director, employees, agents or Affiliates, Guarantor’s Related Persons (or any Affiliate Related Person of such Persons), and no personal liability or assignee of any of the foregoing, (other than any Affiliate that has executed a limited guaranty in favor of the Company, obligation whatsoever shall attach to the extent Guarantor’s Related Persons (or any Related Person of such Affiliate’s obligations under such guarantyPersons) (collectivelyincluding, “Guarantor Affiliates”)without limitation, through Parent or Sub or otherwise, whether by or through attempted piercing of the corporate veil or similar action, by or through a claim by or on behalf of Parent or Sub against any Guarantor or any Guarantor Affiliate, or otherwise, except for its rights under this Limited Guaranty provided, however, that in the event any Guarantor (i) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or a substantial portion of its properties and other assets to any Person such that the sum of all the Guarantors’ remaining net assets plus uncalled capital is less than the Maximum Amount, then, and in each such case, the Company may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statue, regulation or other applicable law, against such continuing or surviving entity or such Person (in either case, a “Successor Entity”), as the case may be, but only to the extent of the unpaid liability of the Guarantors hereunder up to the Maximum Amount. Recourse against the Guarantors under this Limited Guaranty shall be the sole and exclusive remedy of the Company and all of its Affiliates against any Guarantor or any Guarantor Affiliate (other than against Parent or Sub for non-monetary damages) in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement this Limited Guarantee or the transactions contemplated hereby or thereby, or in respect of any oral representations made or alleged to be made in connection therewith or herewith, including in the event Parent or Merger Sub breaches its obligations under the Merger Agreement, whether or not any such breach is caused by the Guarantor’s breach of its obligations under this Limited Guarantee), in each case, whether by or through the Guarantor, Parent, Merger Sub or any other Person, whether by or through attempted piercing of the corporate, limited liability company or limited partnership veil or similar action, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable law, by or through a claim (whether at law or equity or in tort, contract or otherwise) by or on behalf of Parent or Merger Sub against the Guarantor or any Related Person of the Guarantor (or any Related Person of such Persons), or otherwise, except for its rights against the Guarantor under this Limited Guarantee pursuant to the terms and subject to the conditions hereof, and in no event shall the Guaranteed Party or any of its Related Persons seek any damages of any kind or any other recovery, judgment, or remedies of any kind (including consequential, indirect or punitive damages) in excess of the Guarantor’s Maximum Guarantor Amount against such Guarantor pursuant to the terms and subject to the conditions hereof. (b) The recourse against the Guarantor under this Limited Guarantee shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of the Guaranteed Party and all of its Related Persons against the Guarantor and the Guarantor’s Related Persons (and any Related Person of such Related Persons), and neither the Guarantor nor its Related Persons (nor any Related Person of such Persons) will have any obligation or liability to any Person, in each case, in respect of any breaches, losses, damages, liabilities or obligations arising under, or in connection with, this Limited Guarantee, the Merger Agreement, or the transactions contemplated hereby or thereby, including in respect of any oral representations made or alleged to be made in connection herewith or therewith. The Company Guaranteed Party hereby unconditionally and irrevocably covenants and agrees that it shall not institute, directly or indirectly, and shall cause its respective Affiliates Related Persons (and any Related Person of such Persons) not to institute, directly or indirectly, any proceeding or bring any other claim (whether at law, in equity, in contract, in tort or otherwise) arising under, or in connection with, the Merger Agreement Agreement, this Limited Guarantee or the transactions contemplated hereby or thereby, or in respect of any oral representations made or alleged to be made in connection herewith or therewith, against any the Guarantor or the Guarantor’s Related Person (or any Guarantor Affiliate (other than against Parent or Sub for non-monetary damages) Related Person of such Persons), except for claims of the Guaranteed Party against any the Guarantor under pursuant to the terms and subject to the conditions of this Limited GuarantyGuarantee. Nothing set forth As used in this Limited Guaranty Guarantee, the term “Related Person” shall affect mean, with respect to any Person, any former, current or be construed to affect future direct or indirect equity holder, controlling Person, general or limited partner, officer, director, employee, investment professional, manager, stockholder, member, agent, Affiliate, Representatives or financing source of any liability of the foregoing; provided, that the definition of “Related Person” shall exclude the Guarantor and its successors and assigns in respect of its express obligations hereunder and Parent or Merger Sub to and their respective successors and assigns in respect of its express obligations under the Company or shall confer or give or shall be construed to confer or give to any Person other than the Company (including any Person acting in a representative capacity) any rights or remedies against any Person other than the Guarantors as expressly set forth hereinMerger Agreement.

Sole Remedy. (a) The Company Guaranteed Party acknowledges and agrees that agrees, on behalf of itself and its Related Persons, that: (i) the sole cash asset of each of Parent and Sub is cash in a de minimis amount amount, and that no additional funds are expected to be contributed to Parent or Sub unless and until the Closing occursoccurs in accordance with the terms and conditions of the Merger Agreement, and that that, without limiting the Company rights of the Guaranteed Party under this Limited Guarantee, and subject to all of the terms, conditions and limitations herein and therein, the Guaranteed Party shall not have any right to cause any monies assets to be contributed to Parent or Sub by any currentthe Guarantors, former or prospective equity holder, officer, member, manager, director, agent, employee, Affiliate or assignee of any of the Guarantors. The Company further agrees Guarantor’s Related Persons (as defined below) or any other Person; (ii) notwithstanding anything that it may be expressed or implied in this Limited Guarantee, the Merger Agreement, the Equity Commitment Letter, any other Ancillary Document or any other document or instrument delivered in connection herewith or therewith or the transactions contemplated hereby or thereby, the Guarantors shall not have any liability or obligation to any Person relating to, arising out of or in connection with, this Limited Guarantee, the Merger Agreement, the Equity Commitment Letter, any other Ancillary Document or any other document or instrument delivered in connection herewith or therewith or the transactions contemplated hereby or thereby (or the termination or abandonment thereof), other than as expressly set forth herein or therein, and that no Person other than the Guarantors shall have any liability or obligation hereunder; and (iii) notwithstanding that each Guarantor is a partnership, limited partnership or limited liability company, the Guaranteed Party has no and shall have no right of remedy, recourse or right of recovery against(whether at law or equity or in tort, or contribution from, any Guarantor or any of the Guarantors’ former, current or future stockholders, holders of any equity, partnership or limited liability company interest, officer, member, manager, director, employees, agents or Affiliates, or any Affiliate or assignee of any of the foregoing, (other than any Affiliate that has executed a limited guaranty in favor of the Company, to the extent of such Affiliate’s obligations under such guaranty) (collectively, “Guarantor Affiliates”), through Parent or Sub contract or otherwise, whether by or through attempted piercing of the corporate veil or similar action, by or through a claim by or on behalf of Parent or Sub against any Guarantor or any Guarantor Affiliate, or otherwise, except for its rights under this Limited Guaranty provided, however, that in the event any Guarantor (i) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or a substantial portion of its properties and other assets to any Person such that the sum of all the Guarantors’ remaining net assets plus uncalled capital is less than the Maximum Amount, then, and in each such case, the Company may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statue, regulation or other applicable law, against such continuing or surviving entity or such Person (in either case, a “Successor Entity”), as the case may be, but only to the extent of the unpaid liability of the Guarantors hereunder up to the Maximum Amount. Recourse against the Guarantors under this Limited Guaranty shall be the sole and exclusive remedy of the Company and all of its Affiliates against any Guarantor or any Guarantor Affiliate Guarantor’s Related Persons (other than against Parent or Sub for non-monetary damagesany Related Person of such Persons), and no personal liability or obligation whatsoever shall attach to any Guarantor’s Related Persons (or any Related Person of such Persons) in respect of (including, without limitation, any liabilities or obligations arising under, or in connection with, this Limited Guarantee, the Merger Agreement Agreement, the Equity Commitment Letter, any other Ancillary Document or any other document or instrument delivered in connection herewith or therewith or the transactions contemplated therebyhereby or thereby (or the termination or abandonment thereof) or otherwise, or in respect of any oral representations made or alleged to be made in connection therewith or herewith, including in the event Parent or Merger Sub breaches (whether willfully, intentionally, unintentionally or otherwise) its obligations under this Limited Guarantee, the Merger Agreement, the Equity Commitment Letter, any other Ancillary Document or any other document or instrument delivered in connection herewith or therewith or otherwise, whether or not any such breach is caused by the Guarantors breach (whether willfully, intentionally, unintentionally or otherwise) of their obligations under this Limited Guarantee), in each case, whether by or through any Guarantor, Parent, Merger Sub or any other Person, whether by or through attempted piercing of the corporate, limited liability company or limited partnership veil or similar action, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, by or through a claim (whether at Law or equity or in tort, contract or otherwise) by or on behalf of Parent or Merger Sub against the Guarantors or any Related Person of any Guarantor (or any Related Person of such Persons), or otherwise, except for (and, in each case, solely to the extent of) its rights against the Guarantors expressly provided under this Limited Guarantee pursuant to the terms and subject to the conditions hereof, and in no event shall the Guaranteed Party or any of its Related Persons (or any Related Person of such Persons) seek any damages of any kind or any other recovery, judgment, or remedies of any kind (including any multiple, consequential, indirect, special, statutory, exemplary or punitive damages) in excess of the Maximum Aggregate Amount against the Guarantors or any Related Person of any Guarantor (or any Related Person of such Persons) pursuant to the terms and subject to the conditions hereof (or, with respect to each Guarantor, more than the lesser of (x) such Guarantor’s Maximum Guarantor Amount, if any and (y) such Guarantor’s Pro Rata Percentage of the Maximum Aggregate Amount). (b) The recourse against the Guarantors under this Limited Guarantee shall be the sole and exclusive remedy (whether at Law, in equity, in contract, in tort or otherwise) of the Guaranteed Party and all of its Related Persons against the Guarantors and any Guarantor’s Related Persons (and any Related Person of such Related Persons) , and none of the Guarantors nor any Guarantor’s Related Persons (nor any Related Person of such Persons) will have any liability or obligation to any Person, in each case, in respect of any breaches, losses, damages, liabilities or obligations arising under, or in connection with, this Limited Guarantee, the Merger Agreement, the Equity Commitment Letter, any other Ancillary Document or any other document or instrument delivered in connection herewith or therewith or the transactions contemplated hereby or thereby (or the termination or abandonment thereof) or otherwise, including in respect of any oral representations made or alleged to be made in connection herewith or therewith. The Company Guaranteed Party hereby unconditionally and irrevocably covenants and agrees that it shall not institute, directly or indirectly, and shall cause its respective Affiliates Related Persons (and any Related Person of such Persons) not to institute, directly or indirectly, any proceeding or bring any other claim (whether at Law, in equity, in contract, in tort or otherwise) arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby, against any Guarantor or any Guarantor Affiliate (other than against Parent or Sub for non-monetary damages) except for claims against any Guarantor under this Limited Guaranty. Nothing set forth in this Limited Guaranty shall affect or be construed to affect any liability of Parent or Sub to the Company or shall confer or give or shall be construed to confer or give to any Person other than the Company (including any Person acting in a representative capacity) any rights or remedies against any Person other than the Guarantors as expressly set forth herein.,

Sole Remedy. The Company acknowledges and agrees that the sole cash asset assets of each of Parent and Sub is Purchaser are cash in a de minimis amount and Purchaser’s rights under the Merger Agreement, and that no additional funds are expected to be contributed to Parent or Sub Purchaser unless and until the Closing occurs, and that the Company shall not have any right to cause any monies to be contributed to Parent or Sub by any current, former or prospective equity holder, officer, member, manager, director, agent, employee, Affiliate or assignee of any of the Guarantors. The Company further agrees that it has no remedy, recourse or right of recovery against, or contribution fromand no personal liability shall attach to, the Guarantor, any Guarantor former, current or any future, direct or indirect controlling person, director, officer, employee, agent or Affiliate of the Guarantors’ Guarantor, any former, current or future, direct or indirect holder of any equity interests or securities of the Guarantor (whether such holder is a limited or general partner, member, stockholder or otherwise), any former, current or future stockholdersassignee of the Guarantor or any former, holders of any equity, partnership current or limited liability company interestfuture director, officer, memberemployee, agent, general or limited partner, manager, directormember, employeesstockholder, agents or AffiliatesAffiliate, or any Affiliate controlling person, representative or assignee of any of the foregoing, (in each case, other than Purchaser or any Affiliate that has executed successor entity (each such Person, a limited guaranty in favor of the Company, to the extent of such Affiliate’s obligations under such guaranty) (collectively, “Guarantor AffiliatesRelated Person”), through Parent or Sub Purchaser or otherwise, whether by or through attempted piercing of the corporate veil corporate, limited liability company or similar actionlimited partnership veil, by or through a claim by or on behalf of Parent or Sub Purchaser against any the Guarantor or any Guarantor Affiliate, or otherwiseRelated Person, except for (x) its rights against the Guarantor under this Limited Guaranty providedor enforcement of such rights against the Guarantor and (y) claims by the Company against Purchaser or Merger Subsidiary in accordance with the Merger Agreement. Recourse against the Guarantor under this Limited Guaranty and in accordance with Section 9.13 of the Merger Agreement shall be the sole and exclusive remedy of the Company, howeverits Affiliates and Subsidiaries and their respective equityholders against the Guarantor and any Related Person (other than Purchaser and Merger Sub under the Merger Agreement) in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby, provided that in the event any the Guarantor (ix) consolidates with or merges with any other Person person and is not the continuing or surviving entity of such consolidation or merger or (iiy) transfers or conveys all or a substantial portion of its properties and other assets to any Person person such that the aggregate sum of all the Guarantors’ Guarantor’s remaining net assets plus uncalled capital is less than an amount equal to the Maximum AmountAmount as of the time of such transfer, then, and in each such case, the Company Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statuestatute, regulation or other applicable lawLaw, against such continuing or surviving entity or such Person (in either case, a “Successor Entity”)person, as the case may be, but only if the Guarantor fails to satisfy its payment obligations hereunder and only to the extent of the unpaid liability of the Guarantors hereunder up to the Maximum Amount. Recourse against the Guarantors under this Limited Guaranty shall be the sole and exclusive remedy of the Company and all of its Affiliates against any Guarantor or any Guarantor Affiliate (other than against Parent or Sub for non-monetary damages) in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement or the transactions contemplated therebyhereunder. The Company hereby covenants and agrees that it shall not institute, directly or indirectly, and shall cause its respective controlled Affiliates and subsidiaries not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby, against any the Guarantor or any Guarantor Affiliate Related Person (other than against Parent Purchaser or Merger Sub for non-monetary damages) under the Merger Agreement), except for claims of the Company against any the Guarantor (i) under this Limited Guaranty. Nothing set forth in , (ii) seeking to enforce this Limited Guaranty shall affect against the Guarantor, or be construed to affect any liability (iii) in accordance with Section 9.13 of Parent or Sub to the Company or shall confer or give or shall be construed to confer or give to any Person other than the Company (including any Person acting in a representative capacity) any rights or remedies against any Person other than the Guarantors as expressly set forth hereinMerger Agreement.

Sole Remedy. The Company acknowledges (i) Notwithstanding anything to the contrary in this Agreement or otherwise, the Company’s right to terminate this Agreement and agrees that receive payment of the Parent Termination Fee to the extent owed pursuant to Section 8.3(c) together with any amounts owed in respect thereof under Section 8.3(f), if applicable, the Company’s right to enforce its rights under the Confidentiality Agreement and the Reimbursement Obligations and the Company’s right to specific performance pursuant to, and subject to the limitations of, Section 9.9 will be the sole cash asset and exclusive remedies of the Company and its Affiliates and the Company Related Parties against (A) Parent, Merger Sub or the Limited Guarantors; (B) the former, current and future holders of any equity, controlling persons, Affiliates, Representatives, members, directors, officers, employees, managers, general or limited partners, stockholders and assignees of each of Parent Parent, Merger Sub and Sub is cash in a de minimis amount the Limited Guarantors and that no additional funds are expected to be contributed to Parent or Sub unless the Closing occursany holder of any equity, and that the Company shall not have any right to cause any monies to be contributed to Parent or Sub by any currentcontrolling person, former or prospective equity holderAffiliate, officerRepresentative, member, manager, directorgeneral or limited partner, agent, employee, Affiliate or stockholder and assignee of any of the foregoing (such persons, excluding Parent and Merger Sub, but including the Limited Guarantors, collectively, the “Parent Related Parties”); and (C) the Financing Sources in respect of this Agreement, any agreement executed in connection herewith (including the Financing Letters and the Limited Guarantee) and the transactions contemplated hereby and thereby (and other than payment of the Parent Termination Fee by Parent (or the Limited Guarantors under the Limited Guarantee to the extent provided, and subject to the limitations, therein) to the extent owed pursuant to Section 8.3(c), together with any amounts owed under Section 8.3(f), if applicable, and any Reimbursement Obligations), none of Parent, Merger Sub, the Parent Related Parties or the Financing Sources will have any liability or obligation to the Company or its Affiliates or any Company Related Party relating to or arising out of this Agreement, any agreement executed in connection herewith (including the Financing Letters and the Limited Guarantee) or the Transactions (except that the Parties (or their Affiliates, if applicable) will remain obligated with respect to, and the Company and its Subsidiaries may be entitled to remedies with respect to, the Confidentiality Agreement) including with respect to any breach of this Agreement by Parent or Merger Sub or failure of Parent or Merger Sub to perform its obligations hereunder. The Parties acknowledge and agree that, while the Company further agrees may pursue a grant of specific performance in accordance with, and subject to the limitations of, Section 9.9 and payment of the Parent Termination Fee, in no event shall the Company be entitled to obtain both (x) a grant of specific performance pursuant to Section 9.9 that it has results in the Closing occurring and (y) payment of the Parent Termination Fee to the extent owed pursuant to Section 8.3(c) in accordance with, and subject to the limitations of, this Section 8.3(e). The Parent Related Parties and the Financing Sources are intended third party beneficiaries of this Section 8.3(e)(i). Notwithstanding anything to the contrary in this Agreement or otherwise, in no remedyevent shall Parent, recourse Merger Sub or right the Parent Related Parties have liability for any monetary remedy (including monetary damages for fraud or for any Willful and Material Breach or monetary damages in lieu of recovery againstspecific performance or monetary damages pursuant to Section 8.2(b)) other than, solely with respect to the Parent (or contribution fromthe Limited Guarantors under the Limited Guarantee to the extent provided, and subject to the limitations, therein), the payment of the Parent Termination Fee to the extent owed pursuant to Section 8.3(c), plus any Reimbursement Obligations and Enforcement Expenses. Subject to the other limitations of this Section 8.3(e), the Parent Termination Fee, the Reimbursement Obligations and the Enforcement Expenses shall be the maximum aggregate liability (including in the case of fraud or any Willful and Material Breach) of Parent and Merger Sub hereunder (and, without duplication, of the Limited Guarantors under the Limited Guarantee) with respect to any and all claims under or relating to this Agreement and the Transactions. (ii) Parent’s receipt (or receipt by its designees) of the Company Termination Fee, any Guarantor or any Enforcement Expenses to the extent owed pursuant to Section 8.3(f), the ability of the Guarantors’ Parent to seek to recover monetary damages from the Company for Willful and Material Breach or Parent’s right to specific performance pursuant to Section 9.9, as applicable, will be the sole and exclusive remedies of Parent and Merger Sub and each of their respective Affiliates and the Parent Related Parties and the Financing Sources against (A) the Company, its Subsidiaries and each of their respective Affiliates; and (B) the former, current or and future stockholders, holders of any equity, partnership controlling persons, Representatives, Affiliates, members, managers, general or limited liability company interestpartners, officerstockholders and assignees of each of the Company, its Subsidiaries and any holder of any equity, controlling person, Affiliate, Representative, member, manager, directorgeneral or limited partner, employees, agents or Affiliates, or any Affiliate or stockholder and assignee of any of the foregoing, (other than any Affiliate that has executed a limited guaranty in favor of the Company, to the extent of such Affiliate’s obligations under such guaranty) foregoing (collectively, the “Guarantor Company Related Parties”) in respect of this Agreement, any agreement executed in connection herewith and the transactions contemplated hereby and thereby, and upon payment of the Company Termination Fee, none of the Company Related Parties will have any further liability or obligation to Parent or Merger Sub or any Parent Related Parties or Financing Sources relating to or arising out of this Agreement, any agreement executed in connection herewith or the transactions contemplated hereby and thereby (except that the Parties (or their Affiliates”) will remain obligated with respect to, and Parent and Merger Sub and its Subsidiaries may be entitled to remedies with respect to, the Confidentiality Agreement, the Support and Rollover Agreement and Section 8.3(a), through as applicable). The Parties acknowledge and agree that, while Parent or Sub or otherwise, whether by or through attempted piercing may pursue a grant of specific performance in accordance with Section 9.9 and payment of the corporate veil Company Termination Fee and the Enforcement Expenses or similar actionmonetary damages, by or through in no event shall Parent be entitled to obtain (1) both (x) a claim by or on behalf grant of Parent or Sub against any Guarantor or any Guarantor Affiliate, or otherwise, except for its rights under this Limited Guaranty provided, however, specific performance pursuant to Section 9.9 that results in the event any Guarantor Closing occurring, on the one hand, and (y) the payment of (i) consolidates with or merges with any other Person and is not monetary damages from the continuing or surviving entity of such consolidation or merger Company or (ii) transfers the payment of the Company Termination Fee in accordance with Section 8.3(b), on the other hand, or conveys all (2) both payment of any monetary damages in connection with fraud or a substantial portion any Willful and Material Breach, on the one hand, and payment of the Company Termination Fee in accordance with Section 8.3(b), on the other hand. The Company Related Parties are intended third party beneficiaries of this Section 8.3(e)(ii). In no event shall the Company or any of its properties Subsidiaries have liability for monetary damages (including monetary damages in lieu of specific performance and other assets damages for fraud and Willful and Material Breach pursuant to any Person such that Section 8.2(b)) in the sum aggregate in excess of all the Guarantors’ remaining net assets plus uncalled capital is less than the Maximum Amount, then, and in each such case, amount of the Company may seek recourseTermination Fee, whether by the enforcement of plus any judgment or assessment or by any legal or equitable proceeding or by virtue of any statue, regulation or other applicable law, against such continuing or surviving entity or such Person (in either case, a “Successor Entity”), as the case may be, but only to the extent Enforcement Expenses. The amount of the unpaid liability of Company Termination Fee and the Guarantors hereunder up to the Maximum Amount. Recourse against the Guarantors under this Limited Guaranty Enforcement Expenses shall be the sole and exclusive remedy maximum aggregate liability of the Company and all of its Affiliates against any Guarantor or any Guarantor Affiliate (other than against Parent or Sub for non-monetary damages) in Subsidiaries hereunder with respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby. The Company hereby covenants and agrees that it shall not institute, and shall cause its respective Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby, against any Guarantor or any Guarantor Affiliate (other than against Parent or Sub for non-monetary damages) except for claims against any Guarantor under this Limited Guaranty. Nothing set forth in this Limited Guaranty shall affect or be construed to affect any liability of Parent or Sub to the Company or shall confer or give or shall be construed to confer or give to any Person other than and all claims under or relating to this Agreement and the Company (including any Person acting in a representative capacity) any rights or remedies against any Person other than the Guarantors as expressly set forth hereinTransactions.

Sole Remedy. (a) The Company acknowledges and agrees on its own behalf and on behalf of its directors, officers, controlled Affiliates and Subsidiaries that Parent does not have any assets, other than its rights under the sole cash asset of each of Parent Merger Agreement and Sub is cash in a de minimis amount the Equity Commitment Letter, and that no additional funds are expected to be contributed to Parent or Sub unless the Closing occurs, and that that, except for rights against Parent and Merger Sub to the extent expressly provided in the last sentence of Section 7 of the Equity Commitment Letter and Section 9.9(b) of the Merger Agreement and subject to all of the terms, conditions and limitations herein and therein, the Company shall not have any right to cause any monies assets to be contributed to Parent by the Guarantor, any Guarantor Affiliate (as defined below) or Sub by any current, former or prospective equity holder, officer, member, manager, director, agent, employee, Affiliate or assignee of any of the Guarantors. other Person. (b) The Company further agrees and acknowledges that it no Person other than the Guarantor has any obligations hereunder and that, notwithstanding that the Guarantor may be a limited partnership, the Company has no remedy, recourse or right of recovery under this Limited Guaranty against, or contribution from, any Guarantor or any of the Guarantors’ former, current or future stockholdersgeneral or limited partner, holders stockholder, holder of any equity, partnership or limited liability company interest, officer, member, manager, director, employeesemployee, agents agent, controlling person, any lender or Affiliatesprospective lender, lead arranger, arranger, agent or any Affiliate Representative of or to Parent, assignee of any of the foregoing, or Affiliates (other than any Affiliate that has executed a limited guaranty in favor assignee under Section 18 hereof) of the Company, to the extent of such Affiliate’s obligations under such guaranty) Guarantor (collectively, the “Guarantor Affiliates”); it being understood that the term Guarantor Affiliates shall not include the Guarantor, Parent or Merger Sub or any Person to which Parent or Merger Sub have assigned their respective rights or obligations under the Merger Agreement, through the Guarantor, Parent or Merger Sub or otherwise, whether by or through attempted piercing of the corporate corporate, limited partnership or limited liability company veil or similar action, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable law, by or through a claim by or on behalf of the Guarantor, Parent or Merger Sub against any the Guarantor or any Guarantor Affiliate, or otherwise, except for Retained Claims (as defined below) against the applicable Person as set forth in Section 4(c) and (d) hereof. (c) The Company hereby covenants and agrees that it shall not institute, and the Company shall cause each of its rights controlled Affiliates and Subsidiaries, and use reasonable best efforts to cause their Representatives not to institute, directly or indirectly, any action or bring any other claim arising under, or in connection with, this Limited Guaranty, the Merger Agreement, the Equity Commitment Letter or the transactions contemplated thereby, against (i) any Guarantor Affiliate or against (ii) the Guarantor, Parent or Merger Sub, except for, in the case of this clause (ii), (A) following a valid termination of the Merger Agreement in accordance with the terms thereof, claims by the Company against the Guarantor under and in accordance with this Limited Guaranty provided, however, that in (the event any Guarantor (i) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or a substantial portion of its properties and other assets to any Person such that the sum of all the Guarantors’ remaining net assets plus uncalled capital is less than the Maximum Amount, then, and in each such case, the Company may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statue, regulation or other applicable law, against such continuing or surviving entity or such Person (in either case, a “Successor EntityRetained Guaranty Claims”), as (B) claims by the case may be, Company against Parent or Merger Sub under and in accordance with the Merger Agreement (the “Retained Merger Agreement Claims”) or (C) to the extent (but only to the extent extent) the Company is expressly entitled to cause Parent to enforce the Equity Commitment Letter in accordance with Section 7 of the unpaid liability of Equity Commitment Letter, subject to all the Guarantors hereunder up terms, conditions and limitations herein and therein, claims by the Company against Parent seeking to cause Parent to enforce the Equity Commitment Letter in accordance with its terms (the “Retained Equity Commitment Claims” and together with the Retained Guaranty Claims and Retained Merger Agreement Claims, the “Retained Claims”). (d) Recourse (i) against the Guarantor solely with respect to the Maximum Amount. Recourse Retained Guaranty Claims and (ii) against Parent and Merger Sub, as applicable, solely with respect to the Guarantors under this Limited Guaranty Retained Merger Agreement Claims and the Retained Equity Commitment Claims, shall be the sole and exclusive remedy of the Company and all of its Affiliates against the Guarantor, any Guarantor or any Guarantor Affiliate (other than against Affiliate, Parent or Merger Sub for non-monetary damages) in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement Agreement, the Equity Commitment Letter, this Limited Guaranty or the transactions contemplated hereby or thereby. The Company hereby covenants and agrees that it shall not institute, and such recourse shall cause its respective Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby, against any Guarantor or any Guarantor Affiliate (other than against Parent or Sub for non-monetary damages) except for claims against any Guarantor under this Limited Guaranty. Nothing set forth in this Limited Guaranty shall affect or be construed to affect any liability of Parent or Sub subject to the Company or shall confer or give or shall be construed to confer or give to any Person other than the Company (including any Person acting in a representative capacity) any rights or remedies against any Person other than the Guarantors as expressly set forth hereinlimitations described herein and therein.

Sole Remedy. The (i) If this Agreement is validly terminated pursuant to Section 10.1 in circumstances where the Company acknowledges and agrees that Termination Fee is payable (but subject to the third sentence of Section 10.2(b)), Parent’s receipt of the Company Termination Fee to the extent owed pursuant to Section 10.3(b), together with any Default Payments to the extent owed with respect thereof pursuant to Section 10.3(e), if applicable, will be the sole cash asset of each and exclusive remedies of Parent and Merger Sub is cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Sub unless each of their respective Affiliates against (A) the Closing occursCompany, its Subsidiaries and that each of their respective Affiliates; and (B) the Company shall not have any right to cause any monies to be contributed to Parent or Sub by any current, former or prospective equity holder, officer, member, manager, director, agent, employee, Affiliate or assignee of any of the Guarantors. The Company further agrees that it has no remedy, recourse or right of recovery against, or contribution from, any Guarantor or any of the Guarantors’ former, current or and future stockholders, holders of any equity, partnership or limited liability company interestcontrolling persons, officerdirectors, member, manager, directorofficers, employees, agents or agents, attorneys, Affiliates, members, managers, general or any Affiliate or assignee limited partners, stockholders and assignees of any of the foregoing, (other than any Affiliate that has executed a limited guaranty in favor each of the Company, its Subsidiaries and each of their respective Affiliates (the Persons in clauses (A) and (B) collectively, the “Company Related Parties”) for any and all losses, liabilities and damages incurred based upon, resulting from, arising out of or relating to this Agreement, including the breach of any representation, warranty, covenant or agreement in this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby, the termination of this Agreement or the failure to consummate the transactions contemplated hereunder (including the Offer and the Merger or any claims or actions under applicable Law arising out of any such breach, termination or failure), and upon payment of such amounts, none of the Company Related Parties will have any further liability or obligation to Parent Related Parties (and none of the Parent Related Parties or any other Person will be entitled to bring or maintain any claim, action or proceeding against any Company Related Party) relating to or arising out of this Agreement, the Transaction Documents or the transactions contemplated hereby and thereby (except that the Company Related Parties will remain obligated with respect to the extent of such Affiliate’s obligations under such guaranty) (collectivelyParent Related Parties, “Guarantor Affiliates”and the Parent Related Parties may be entitled to remedies with respect to, the Confidentiality Agreement and the Support Agreements and Section 10.3(a), through as applicable), it being understood that the foregoing shall not limit (1) Parent’s right to specific performance pursuant to Section 11.8 prior to the valid termination of this Agreement or (2) Parent’s right to seek monetary damages from the Company for Willful and Material Breach or fraud. The Parties acknowledge and agree that, while Parent or Sub or otherwise, whether by or through attempted piercing may pursue a grant of specific performance in accordance with Section 11.8 and payment of the corporate veil Company Termination Fee and the Default Payments or similar actionmonetary damages, by or through in each case, as set forth herein, in no event shall Parent be entitled to obtain (1) both (x) a claim by or on behalf grant of Parent or Sub against any Guarantor or any Guarantor Affiliate, or otherwise, except for its rights under this Limited Guaranty provided, however, specific performance pursuant to Section 11.8 that results in the event any Guarantor Closing occurring, on the one hand, and (y) the payment of (i) consolidates any monetary damages from the Company in connection with fraud or merges with any other Person Willful and is not the continuing or surviving entity of such consolidation or merger Material Breach or (ii) transfers the payment of the Company Termination Fee in accordance with Section 10.3(b), on the other hand, or conveys all (2) both payment of any monetary damages from the Company in connection with fraud or a substantial portion of its properties any Willful and other assets to any Person such that Material Breach, on the sum of all the Guarantors’ remaining net assets plus uncalled capital is less than the Maximum Amount, thenone hand, and payment of the Company Termination Fee in each such caseaccordance with Section 10.3(b), on the other hand. The Company Related Parties are intended third party beneficiaries of this Section 10.3(f)(i). (ii) Notwithstanding anything in this Agreement to the contrary, other than (1) the Company’s injunctive, specific performance and equitable relief rights pursuant to (and subject to the limitations of) Section 11.8 and (2) the Company’s right to enforce its rights under the Confidentiality Agreement, the Company may seek recourseCompany’s right to terminate this Agreement and receive payment of the Parent Termination Fee, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statue, regulation or other applicable law, against such continuing or surviving entity or such Person (in either case, a “Successor Entity”), as the case may be, but only to the extent of the unpaid liability of the Guarantors hereunder up owed pursuant to Section 10.3(c), together with any Default Payments to the Maximum Amount. Recourse against the Guarantors under this Limited Guaranty shall extent owed in respect thereof pursuant to Section 10.3(e), if applicable, will be the sole and exclusive remedy remedies of the Company Related Parties against the Parent Related Parties and their Affiliates and the Financing Sources for any and all losses, liabilities and damages incurred based upon, resulting from, arising out of its Affiliates or relating to this Agreement and the Financing, including the breach of any representation, warranty, covenant or agreement in this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby, the termination of this Agreement or the failure to consummate the transactions contemplated hereunder (including the Offer and the Merger or any claims or actions under applicable Law arising out of any such breach, termination or failure), and upon payment of such amount, none of the Parent Related Parties will have any further liability or obligation to the Company Related Parties (and none of the Company Related Parties or any other Person will be entitled to bring or maintain any claim, action or proceeding against any Guarantor Parent Related Party) relating to or any Guarantor Affiliate (other than against Parent or Sub for non-monetary damages) in respect arising out of any liabilities or obligations arising under, or in connection withthis Agreement, the Merger Agreement Transaction Documents or the transactions contemplated hereby and thereby. The Company hereby covenants Notwithstanding anything to the contrary in this Agreement or otherwise, in no event shall Parent, Merger Sub or the Parent Related Parties be liable for any monetary remedy (including monetary damages for fraud or any Willful and agrees that it shall not instituteMaterial Breach, or monetary damages in lieu of specific performance or monetary damages pursuant to Section 10.2(b)) other than, solely with respect to Parent (or the Guarantor under the Guarantee to the extent provided, and subject to the limitations, therein), the payment of the Parent Termination Fee, to the extent owed pursuant to Section 10.3(c), plus any Default Payments, to the extent owed pursuant to Section 10.3(d). The Parties acknowledge and agree that, notwithstanding anything herein to the contrary, while the Company may pursue a grant of specific performance in accordance with (and subject to the limitations of) Section 11.8 and payment of the Parent Termination Fee, in no event shall cause its respective Affiliates not the Company be entitled to instituteobtain both (x) a grant of specific performance pursuant to Section 11.8 that results in the Closing occurring, on the one hand, and (y) the payment of the Parent Termination Fee to the extent owed pursuant to Section 10.3(c), on the other hand. Subject to the other limitations of this Section 10.3(f), the Parent Termination Fee plus the Default Payments shall be the maximum aggregate liability (including in the case of fraud or any proceeding Willful and Material Breach) of Parent, Merger Sub and the Parent Related Parties hereunder (and, without duplication, of the Guarantor under the Guarantee) with respect to any and all claims under or bring any other claim arising under, or in connection withrelating to this Agreement and the Offer, the Merger Agreement or and the other transactions contemplated thereby, against any Guarantor or any Guarantor Affiliate (other than against by this Agreement. The Parent or Sub for nonRelated Parties and Company Related Parties and the Financing Sources are intended third-monetary damages) except for claims against any Guarantor under party beneficiaries of this Limited Guaranty. Nothing set forth in this Limited Guaranty shall affect or be construed to affect any liability of Parent or Sub to the Company or shall confer or give or shall be construed to confer or give to any Person other than the Company (including any Person acting in a representative capacity) any rights or remedies against any Person other than the Guarantors as expressly set forth hereinSection 10.3(f)(ii).

Sole Remedy. The Company acknowledges and agrees that the sole cash asset of each of Parent and Sub is cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Sub unless Should the Closing occursoccur, and that the Company shall not have any right to cause any monies to be contributed to Parent or Sub by any currentSeller, former or prospective equity holder, officer, member, manager, director, agent, employee, Affiliate or assignee of any of the Guarantors. The Company further agrees that it has no remedy, recourse or right of recovery against, or contribution from, any Guarantor or any of the Guarantors’ former, current or future stockholders, holders of any equity, partnership or limited liability company interest, officer, member, manager, director, employees, agents or Affiliates, or any Affiliate or assignee of any of the foregoing, (other than any Affiliate that has executed a limited guaranty in favor of the Company, to the extent of such Affiliate’s obligations under such guaranty) (collectively, “Guarantor Affiliates”), through Parent or Sub or otherwise, whether by or through attempted piercing of the corporate veil or similar action, by or through a claim by or on behalf of Parent or Sub against any Guarantor or any Guarantor Affiliate, or otherwise, except for its rights under this Limited Guaranty provided, however, that in itself and the event any Guarantor (i) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or a substantial portion of its properties and other assets to any Person such that the sum of all the Guarantors’ remaining net assets plus uncalled capital is less than the Maximum Amount, thenSeller Indemnified Persons, and in each such casethe Buyer, on behalf of itself and the Company may seek recourseBuyer Indemnified Persons, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statue, regulation or other applicable law, against such continuing or surviving entity or such Person (in either case, a “Successor Entity”), as the case may be, but only to the extent of the unpaid liability of the Guarantors hereunder up to the Maximum Amount. Recourse against the Guarantors under this Limited Guaranty shall be the acknowledge and agree that their sole and exclusive remedy with respect to any claims for any breach of a representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in Article VII or this Article IX. Effective as of the Company and all of its Affiliates against any Guarantor or any Guarantor Affiliate (other than against Parent or Sub for non-monetary damages) in respect of any liabilities or obligations arising underClosing, or in connection with, the Merger Agreement or the transactions contemplated thereby. The Company hereby covenants and agrees that it shall not institute, and shall cause its respective Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby, against any Guarantor or any Guarantor Affiliate (other than against Parent or Sub for non-monetary damages) except for claims against any Guarantor under this Limited Guaranty. Nothing as specifically set forth in this Limited Guaranty shall affect Agreement, the Buyer, on behalf of itself and the other Buyer Indemnified Persons, waives any rights and claims any Buyer Indemnified Person may have against the Seller, the Seller Parent, their Affiliates and Representatives, regardless of the Law or legal theory under which such liability or obligation may be construed sought to affect any liability of Parent be imposed, whether at law, in equity, contract, tort or Sub otherwise, relating to the Company and/or the transactions contemplated hereby. Effective as of the Closing, except as specifically set forth in this Agreement, the Seller, on behalf of itself and the other Seller Indemnified Persons, waives any rights and claims any Seller Indemnified Person may have against the Buyer, the Buyer Parent, their Affiliates and Representatives, regardless of the Law or shall confer legal theory under which such liability or give obligation may be sought to be imposed, whether at law, in equity, contract, tort or shall be construed otherwise, relating to confer the Company and/or the transactions contemplated hereby. The rights and claims waived by the Buyer, on behalf of itself and the other Buyer Indemnified Persons, and the Seller, on behalf of itself and the other Seller Indemnified Persons, include to the fullest extent permitted under applicable Law, claims for contribution or give other rights of recovery arising out of or relating to any Person other than Law (including, inter alia, any Environmental Law), claims for breach of contract, for breach (negligent or otherwise) of a representation or warranty, and claims for breach of duty. Notwithstanding anything in this Section 9.10, none of the Company (including preceding provisions of this Section 9.10 apply to or limit any Person acting in a representative capacity) any Person’s rights or remedies against obligations (i) under Section 2.3 or Article XI, (ii) to seek any equitable relief to which such Person other than may be entitled under Section 11.13, (iii) under the Guarantors as expressly set forth hereinTransaction Documents, or (iv) with respect to any claims for Fraud.

Sole Remedy. (a) The Company Guaranteed Party acknowledges and agrees agrees, on behalf of itself and its Related Persons, that: (i) notwithstanding anything that may be expressed or implied in this Limited Guarantee, the sole cash asset of each of Parent and Sub is cash in a de minimis amount and that no additional funds are expected to be contributed to Parent Merger Agreement, the Equity Funding Letter or Sub unless any other Transaction Document, the Closing occurs, and that the Company Guarantors shall not have any right Liability to cause any monies to be contributed to Parent Person relating to, arising out of or Sub by any currentin connection with, former or prospective equity holderthis Limited Guarantee, officerthe Merger Agreement, member, manager, director, agent, employee, Affiliate or assignee of any the Equity Financing Commitment of the Guarantors. The Company further agrees , dated as of the date hereof (as may be amended, restated, supplemented or otherwise modified, the “Equity Funding Letter”) or any other Transaction Document or the transactions contemplated hereby or thereby (or the termination or abandonment thereof), other than as expressly set forth herein or therein, and that it no Person other than the Guarantors shall have any Liability hereunder; and (ii) notwithstanding that each Guarantor is a partnership, limited partnership or limited liability company, the Guaranteed Party has no and shall have no right of remedy, recourse or right recovery (whether at Law or equity or in tort, contract or otherwise) against the Guarantors or any Guarantor’s Related Persons (or any Related Person of recovery againstsuch Persons), and no personal Liability whatsoever shall attach to any Guarantor’s Related Persons (or any Related Person of such Persons) (including, without limitation, any Liabilities arising under, or contribution fromin connection with, any Guarantor this Limited Guarantee, the Merger Agreement, the Equity Funding Letter or any of other Transaction Document or the Guarantors’ formertransactions contemplated hereby or thereby (or the termination or abandonment thereof) or otherwise, current or future stockholders, holders in respect of any equityoral representations made or alleged to be made in connection therewith or herewith, partnership including in the event Parent, Outerwall Merger Sub or limited liability company interestRedbox Merger Sub breaches (whether willfully, officerintentionally, memberunintentionally or otherwise) its obligations under this Limited Guarantee, managerthe Merger Agreement, director, employees, agents or Affiliates, the Equity Funding Letter or any Affiliate other Transaction Document or assignee otherwise, whether or not any such breach is caused by the Guarantors breach (whether willfully, intentionally, unintentionally or otherwise) of any of the foregoing, (other than any Affiliate that has executed a limited guaranty in favor of the Company, to the extent of such Affiliate’s their obligations under such guaranty) (collectively, “Guarantor Affiliates”this Limited Guarantee), in each case, whether by or through Parent or any Guarantor, Parent, Outerwall Merger Sub, Redbox Merger Sub or otherwiseany other Person, whether by or through attempted piercing of the corporate corporate, limited liability company or limited partnership veil or similar action, by or through a claim by or on behalf of Parent or Sub against any Guarantor or any Guarantor Affiliate, or otherwise, except for its rights under this Limited Guaranty provided, however, that in the event any Guarantor (i) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or a substantial portion of its properties and other assets to any Person such that the sum of all the Guarantors’ remaining net assets plus uncalled capital is less than the Maximum Amount, then, and in each such case, the Company may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or proceeding, by virtue of any statuestatute, regulation or other applicable lawLaw, by or through a claim (whether at Law or equity or in tort, contract or otherwise) by or on behalf of Parent, Outerwall Merger Sub or Redbox Merger Sub against the Guarantors or any Related Person of any Guarantor (or any Related Person of such continuing Persons), or surviving entity or such Person otherwise, except for (and, in either each case, a “Successor Entity”), as the case may be, but only solely to the extent of) (1) its rights against Parent, Oak Merger Sub and Redbox Merger Sub solely as and to the extent specified in, and on the terms and subject to the conditions of, the Merger Agreement and (2) its rights against the Guarantors solely as and to the extent specified in, and on the terms and subject to the conditions of, this Limited Guarantee, and in no event shall the Guaranteed Party or any of its Related Persons (or any Related Person of such Persons) seek any damages of any kind or any other recovery, judgment, or remedies of any kind (including multiple, consequential, indirect, special, statutory, exemplary or punitive damages) in excess of the unpaid liability Maximum Aggregate Amount against the Guarantors or any Related Person of any Guarantor (or any Related Person of such Persons) pursuant to the terms and subject to the conditions hereof (or, with respect to each Guarantor, more than the lesser of (x) such Guarantor’s Maximum Guarantor Amount, if any and (y) such Guarantor’s Pro Rata Percentage of the Guarantors hereunder up to the Maximum Aggregate Amount. Recourse ). (b) The recourse against the Guarantors under this Limited Guaranty Guarantee shall be the sole and exclusive remedy (whether at Law, in equity, in contract, in tort or otherwise) of the Company Guaranteed Party and all of its Affiliates Related Persons against the Guarantors and any Guarantor or Guarantor’s Related Persons (and any Guarantor Affiliate Related Person of such Related Persons), and none of the Guarantors nor any Guarantor’s Related Persons (other than against Parent or Sub for non-monetary damagesnor any Related Person of such Persons) will have any Liability to any Person, in each case, in respect of any liabilities breaches, losses, damages or obligations Liabilities arising under, or in connection with, this Limited Guarantee, the Merger Agreement Agreement, the Equity Funding Letter or any other Transaction Document or the transactions contemplated therebyhereby or thereby (or the termination or abandonment thereof), including in respect of any oral representations made or alleged to be made in connection herewith or therewith. The Company Guaranteed Party hereby unconditionally and irrevocably covenants and agrees that it shall not institute, directly or indirectly, and shall cause its respective Affiliates Related Persons (and any Related Person of such Persons) not to institute, directly or indirectly, any proceeding or bring any other claim (whether at Law, in equity, in contract, in tort or otherwise) arising under, or in connection with, this Limited Guarantee, the Merger Agreement Agreement, the Equity Funding Letter or any other Transaction Document or the transactions contemplated therebyhereby or thereby (or the termination or abandonment thereof) or otherwise, or in respect of any oral representations made or alleged to be made in connection herewith or therewith, against any Guarantor or any Guarantor Affiliate Related Person (other than against Parent or Sub for non-monetary damages) any Related Person of such Persons), except for (x) claims of the Guaranteed Party against any Guarantor under the Guarantors solely as and to the extent specified in, and on the terms and subject to the conditions of, this Limited GuarantyGuarantee and (y) claims of the Guaranteed Party against Parent, Oak Merger Sub and Redbox Merger Sub solely as and to the extent specified in, and on the terms and subject to the conditions of, the Merger Agreement. Nothing set forth As used in this Limited Guaranty Guarantee, the term “Related Person” shall affect or be construed to affect any liability of Parent or Sub to the Company or shall confer or give or shall be construed to confer or give mean, with respect to any Person other than Person, any former, current or future direct or indirect equity holder, controlling Person, general or limited partner, officer, director, employee, investment professional, manager, equity holder, member, agent, Affiliate, assignee, Representative or financing source of any of the Company (including any Person acting foregoing; provided, that the definition of “Related Person” shall exclude each Guarantor in a representative capacity) any rights or remedies against any Person other than respect of its express obligations hereunder and Parent, Outerwall Merger Sub and Redbox Merger Sub in respect of their respective express obligations under the Guarantors as expressly set forth hereinMerger Agreement.

Sole Remedy. (a) The Company hereby acknowledges and agrees that neither Parent nor Merger Sub has any assets as of the sole cash asset of each of Parent and Sub is cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Sub unless the Closing occursdate hereof, and that the Company shall not have any right to cause any monies to be contributed to Parent or Sub by any current, former or prospective equity holderstockholder, officer, member, managerdirector, agent, employee, Affiliate or assignee of the Guarantor. (b) The Company hereby agrees that no Person other than the Guarantor shall have any obligation or liability arising out of, in connection with or relating to this Guaranty and that neither the Company nor any other Person shall have any remedy, recourse or right of recovery against any current, former or prospective stockholder, member, general or limited partner, officer, director, agent, employee, Affiliate or assignee of the Guarantor, or against any current, former or prospective stockholder, member, general or limited partner, officer, director, agent, employee, Affiliate or assignee of any of the Guarantors. The Company further agrees that it has no remedy, recourse or right of recovery against, or contribution from, any Guarantor or any of the Guarantors’ former, current or future stockholders, holders of any equity, partnership or limited liability company interest, officer, member, manager, director, employees, agents or Affiliates, or any Affiliate or assignee of any of the foregoing, (other than any Affiliate that has executed a limited guaranty in favor of whether through the Company, to the extent of such Affiliate’s obligations under such guaranty) (collectively, “Guarantor Affiliates”), through Parent or Sub or otherwise, whether by or through attempted piercing of the corporate veil or similar actionveil, by or through a claim by or on behalf of Parent or Merger Sub against any the Guarantor or against any Guarantor Affiliatecurrent, former or prospective stockholder, member, general or limited partner, officer, director, agent, employee, Affiliate or assignee of the Guarantor, Parent or Merger Sub or any of their respective Affiliates, or otherwise, except for its rights . (c) Recourse by the Company against the Guarantor under this Limited Guaranty provided, however, that in the event any Guarantor (i) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or a substantial portion of its properties and other assets to any Person such that the sum of all the Guarantors’ remaining net assets plus uncalled capital is less than the Maximum Amount, then, and in each such case, the Company may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statue, regulation or other applicable law, against such continuing or surviving entity or such Person (in either case, a “Successor Entity”), as the case may be, but only to the extent of the unpaid liability of the Guarantors hereunder up to the Maximum Amount. Recourse against the Guarantors under this Limited Guaranty shall be the sole and exclusive remedy of the Company and all against the Guarantor or any of its Affiliates against any Guarantor or any Guarantor Affiliate (other than against Parent or Sub for non-monetary damagesMerger Sub) in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby. The Company hereby covenants and agrees that it shall not institute, and shall cause its respective Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby, against any Guarantor or any Guarantor Affiliate of its Affiliates (other than against Parent or Sub for non-monetary damages) Merger Sub), except for claims by the Company against any the Guarantor under this Limited Guaranty. Nothing set forth in this Limited Guaranty shall affect or be construed to affect any liability of Parent or Merger Sub to the Company or shall confer or give give, or shall be construed to confer or give give, to any Person other than the Company (including any Person acting in a representative capacity) any rights or remedies against any Person other than in respect of or relating to any obligation or liability of the Guarantors as expressly set forth hereinGuarantor arising out of, in connection with or relating to this Guaranty. (d) Notwithstanding any provision hereof or otherwise, including by applicable Law, no obligation or liability contained in, arising out of, in connection with or relating to this Guaranty shall be enforceable by way of specific performance.

Sole Remedy. The Company acknowledges and agrees Notwithstanding anything that the sole cash asset of each of Parent and Sub is cash may be expressed or implied in a de minimis amount and that no additional funds are expected to be contributed to Parent or Sub unless the Closing occursthis Limited Guarantee, and that the Company shall not agrees that, except for its rights against CPV under this Limited Guarantee (subject to the terms, conditions and limitations set forth herein) and the other Retained Claims, no Person will have any right to cause any monies to be contributed to Parent or Sub by any current, former or prospective equity holder, officer, member, manager, director, agent, employee, Affiliate or assignee of any of the Guarantors. The Company further agrees that it has no remedy, recourse or right of recovery against, and no personal liability will attach (for any reason) to, CPV’s, Parent’s or contribution from, any Guarantor or any of the Guarantors’ Merger Sub’s former, current or future stockholdersequityholders, holders of any equityAffiliates, partnership general or limited liability company interestpartners, officerfinancing sources, membercontrolling persons, managermembers, directormanagers, employees, agents agents, representatives, officers or directors or any former, current or future equityholders’ Affiliates, general or any Affiliate limited partners, controlling persons, members, managers, employees, agents, representatives, officers or assignee of any directors of the foregoing, foregoing (other than any Affiliate that has executed a limited guaranty in favor of collectively (but excluding the Company, Guarantors (including CPV) under the Limited Guarantees (subject to the extent of such Affiliate’s obligations under such guaranty) (collectivelyterms, conditions and limitations set forth therein), Parent and Merger Sub), the “Guarantor AffiliatesNon-Recourse Parties”), through Parent or Parent, Merger Sub or otherwise, whether by or through attempted piercing of the corporate veil or similar actionveil, whether by or through a claim (whether in tort, contract or otherwise) by or on behalf of Parent or Merger Sub against the Non-Recourse Parties, whether in respect of any Guarantor written or any Guarantor Affiliateoral representations made or alleged to be made in connection herewith, or otherwise; provided that, except for its rights under this Limited Guaranty providedif, howeverafter the date hereof, that in the event any Guarantor CPV (i) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or a substantial portion of its properties and other assets to any Person such that the sum of all the Guarantors’ CPV’s remaining net assets plus uncalled capital is less than the Maximum AmountCap (less amounts paid under this Limited Guarantee prior to such event), then, and in each such case, the Company may seek shall be entitled to recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statue, regulation or other applicable lawLaw, against such continuing or surviving entity or such Person (in either case, a “Successor Entity”), as the case may be, but only to the extent of the unpaid liability of the Guarantors CPV hereunder up to the Maximum Amountamount of the Guaranteed Obligation for which CPV is liable, as determined in accordance with this Limited Guarantee. Recourse Notwithstanding anything to the contrary contained herein, recourse against the Guarantors CPV under this Limited Guaranty Guarantee (subject to the terms, conditions and limitations set forth herein) and the other Retained Claims shall be the sole and exclusive remedy remedies of the Company and its Subsidiaries and all of its their respective Affiliates against CPV and any Guarantor or any Guarantor Affiliate of its respective Affiliates (other than against Parent or Sub for non-monetary damagesMerger Sub) in respect of any liabilities or obligations arising under, or in connection with, or in respect of the Merger Agreement Agreement, this Limited Guarantee or the transactions contemplated hereby or thereby. The ; provided that, if the Closing occurs and all payments required to be made at the Closing by or on behalf of Parent are made in accordance with the terms of the Agreement, none of the Company hereby covenants and agrees that it shall not institute, and shall cause or any of its Subsidiaries or any of their respective Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby, against any Guarantor or any Guarantor Affiliate (other than against Parent or Sub for non-monetary damages) except for claims against any Guarantor may recover under this Limited Guaranty. Nothing set forth in this Limited Guaranty shall affect or be construed to affect any liability of Parent or Sub to the Company or shall confer or give or shall be construed to confer or give to any Person other than the Company (including any Person acting in a representative capacity) any rights or remedies against any Person other than the Guarantors as expressly set forth hereinGuarantee.

Sole Remedy. (a) The Company acknowledges and agrees on its own behalf and on behalf of its directors, officers, Affiliates and Subsidiaries that Parent does not have any assets, other than its rights under the sole cash asset of each of Parent Merger Agreement and Sub is cash in a de minimis amount the Equity Commitment Letter, and that no additional funds are expected to be contributed to Parent or Sub unless the Closing occurs, and that that, except for rights against Parent and Merger Sub to the extent expressly provided in the Section 6 of the Equity Commitment Letter and Section 10.6 of the Merger Agreement and subject to all of the terms, conditions and limitations herein and therein, the Company shall not have any right to cause any monies assets to be contributed to Parent by the Guarantor, any Guarantor Affiliate (as defined below) or Sub by any current, former or prospective equity holder, officer, member, manager, director, agent, employee, Affiliate or assignee of any of the Guarantors. other Person. (b) The Company further agrees and acknowledges that it no Person other than the Guarantors have any obligations hereunder and that, notwithstanding that the Guarantors may be limited partnerships, the Company has no remedy, recourse or right of recovery under this Limited Guaranty against, or contribution from, any Guarantor or any of the Guarantors’ former, current or future stockholdersgeneral or limited partner, holders stockholder, holder of any equity, partnership or limited liability company interest, officer, member, manager, director, employeesemployee, agents agent, controlling person, any lender or Affiliatesprospective lender, lead arranger, arranger, agent or any Affiliate Representative of or to Parent, assignee of any of the foregoing, or Affiliates (other than any Affiliate that has executed a limited guaranty in favor of the Company, to the extent assignee under Section 18 hereof) of such Affiliate’s obligations under such guaranty) Guarantor (collectively, the “Guarantor Affiliates”; it being understood that the term Guarantor Affiliates shall not include the Guarantors, Parent or Merger Sub or any Person to which (x) Parent of Merger Sub have assigned their respective rights or obligations under the Merger Agreement or (y) any Guarantor has validly assigned all or any portion of its Commitment (as defined in the Equity Commitment Letter) or the obligations of such Guarantor under this Limited Guaranty), through any Guarantor, Parent or Merger Sub or otherwise, whether by or through attempted piercing of the corporate corporate, limited partnership or limited liability company veil or similar action, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable law, by or through a claim by or on behalf of the Guarantors, Parent or Merger Sub against any Guarantor the Guarantors or any Guarantor Affiliate, or otherwise, except for Retained Claims (as defined below). (c) The Company hereby covenants and agrees that it shall not institute, and the Company shall cause each of its rights controlled Affiliates and Subsidiaries and use its reasonable best efforts to cause their respective Representatives not to institute, directly or indirectly, any action or bring any other claim arising under, or in connection with, this Limited Guaranty, the Merger Agreement, the Equity Commitment Letter or the transactions contemplated thereby, against (i) any Guarantor Affiliate or against (ii) any Guarantor, Parent or Merger Sub, except for (A) following a valid termination of the Merger Agreement in accordance with the terms thereof, claims by the Company against the Guarantor under and in accordance with this Limited Guaranty provided, however, that in (the event any Guarantor (i) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or a substantial portion of its properties and other assets to any Person such that the sum of all the Guarantors’ remaining net assets plus uncalled capital is less than the Maximum Amount, then, and in each such case, the Company may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statue, regulation or other applicable law, against such continuing or surviving entity or such Person (in either case, a “Successor EntityRetained Guaranty Claims”), as (B) claims by the case may beCompany against Parent or Merger Sub under and in accordance with the Merger Agreement (the “Retained Merger Agreement Claims”), (C) to the extent (but only to the extent extent) the Company is expressly entitled to cause Parent to enforce the Equity Commitment Letter in accordance with Section 6 of the unpaid liability Equity Commitment Letter and Section 10.6 of the Guarantors hereunder up Merger Agreement, subject to all the terms, conditions and limitations herein and therein, claims by the Company against Parent seeking to cause Parent to enforce the Equity Commitment Letter in accordance with its terms (the “Retained Equity Commitment Claims”), and (D) against the parties to the Maximum Amount. Confidentiality Agreement, subject to the terms and conditions therein (the “Retained Confidentiality Agreement Claims” and together with the Retained Equity Commitment Claims, the Retained Guaranty Claims and Retained Merger Agreement Claims, the “Retained Claims”). (d) Recourse (i) against each Guarantor solely with respect to the Retained Guaranty Claims, (ii) against the Guarantors under this Limited Guaranty parties to the Confidentiality Agreement solely with respect to the Retained Confidentiality Agreement Claims and (iii) against Parent and Merger Sub, as applicable, solely with respect to the Retained Merger Agreement Claims and the Retained Equity Commitment Claims, shall be the sole and exclusive remedy of the Company and all of its Affiliates against the Guarantors, any of their respective Guarantor or any Guarantor Affiliate (other than against Affiliates, Parent or Merger Sub for non-monetary damages) in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement Agreement, the Confidentiality Agreement, the Equity Commitment Letter, this Limited Guaranty or the transactions contemplated hereby or thereby. The Company hereby covenants and agrees that it shall not institute, and such recourse shall cause its respective Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby, against any Guarantor or any Guarantor Affiliate (other than against Parent or Sub for non-monetary damages) except for claims against any Guarantor under this Limited Guaranty. Nothing set forth in this Limited Guaranty shall affect or be construed to affect any liability of Parent or Sub subject to the Company or shall confer or give or shall be construed to confer or give to any Person other than the Company (including any Person acting in a representative capacity) any rights or remedies against any Person other than the Guarantors as expressly set forth hereinlimitations described herein and therein.

Sole Remedy. (a) The Company acknowledges and agrees that that, as of the sole cash asset of each of date hereof, neither Parent nor Merger Sub has any assets, other than their respective rights under the Merger Agreement and Sub is cash in a de minimis amount the agreements contemplated thereby. Except as specifically contemplated by this Limited Guarantee or the Equity Funding Letter, the Company acknowledges and agrees that no additional funds are expected to be contributed to Parent or Merger Sub unless the Acceptance Time or the Closing occurs, and that that, except for rights against Parent and Merger Sub to the extent expressly provided in the fourth paragraph of the Equity Funding Letter and Section 9.5(b) of the Merger Agreement and subject to all of the terms, conditions and limitations herein and therein, the Company shall not have any right to cause any monies assets to be contributed to Parent or Merger Sub by the Guarantor, any current, former Guarantor Affiliate (as defined below) or prospective equity holder, officer, member, manager, director, agent, employee, Affiliate any other Person. (b) The Guarantor shall not have any obligation or assignee of liability to any of the GuarantorsPerson under Limited Guarantee other than as expressly set forth herein. The Company further agrees that it has no remedy, recourse or right of recovery against, or contribution from, and no personal liability shall attach to, (i) any Guarantor former, current or future, direct or indirect director, officer, employee, agent or Affiliates of the Guarantor, Parent or Merger Sub, (ii) any lender or prospective lender, lead arranger, arranger, agent or representative of or to Parent or Merger Sub, (iii) any former, current or future, direct or indirect holder of any securities or any equity interests of any kind of the Guarantors’ Guarantor, Parent or Merger Sub (whether such holder is a limited or general partner, member, stockholder or otherwise), or (iv) any former, current or future stockholdersassignee of the Guarantor, holders of Parent or Merger Sub or any equityformer, partnership current or limited liability company interestfuture director, officer, memberemployee, agent, general or limited partner, manager, directormember, employeesstockholder, agents or AffiliatesAffiliate, or any Affiliate controlling person, representative or assignee of any of the foregoingforegoing (those Persons described in the foregoing clauses (i), (ii), (iii) and (iv), together, with any other than any Affiliate that has executed a limited guaranty in favor of Non-Recourse Parent Party, but excluding Parent, Merger Sub and the CompanyGuarantor, being referred to the extent of such Affiliate’s obligations under such guaranty) (collectively, herein collectively as “Guarantor Affiliates”), through Guarantor, Parent or Merger Sub or otherwise, whether by or through attempted piercing of the corporate veil or similar action, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable law, by or through a claim by or on behalf of Guarantor, Parent or Merger Sub against the Guarantor, any Guarantor Affiliates, Parent or Merger Sub or otherwise in respect of any Guarantor Affiliateliabilities or obligations relating to, arising out of or otherwisein connection with, except this Limited Guarantee, except, in each case, for (x) its rights against the Guarantor under this Limited Guaranty providedGuarantee, however(y) its third party beneficiary rights under the Equity Funding Letter and (z) its rights against Parent or Merger Sub under, that and in accordance with, the terms and conditions of the Merger Agreement and the Confidentiality Agreement; provided that, in the event any the Guarantor (i) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or a substantial portion of its properties and other assets to any Person such that the sum of all the Guarantors’ Guarantor’s remaining net assets plus uncalled capital is less than the Maximum AmountParent Liability Limitation (less amounts paid under this Limited Guarantee prior to such event), then, and in each such case, the Company may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statue, regulation or other applicable law, against such continuing or surviving entity or such Person (in either case, a “Successor Entity”), as the case may be, but only to the extent of the unpaid liability of the Guarantors Guarantor hereunder up to the Maximum Amountamount of the Guaranteed Obligations for which the Guarantor is liable, as determined in accordance with this Limited Guarantee. Recourse Except for Guarantee Claims, Merger Agreement Claims and Equity Funding Claims (each as defined below), recourse against the Guarantors Guarantor and any Successor Entity under this Limited Guaranty Guarantee shall be the sole and exclusive remedy of the Company and all of its Affiliates and Subsidiaries against any the Guarantor or and any Guarantor Affiliate (other than against Parent or Sub for non-monetary damages) in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby. , and such recourse shall be subject to the limitations described herein and therein. (c) The Company hereby covenants and agrees that it shall not institute, and shall cause its respective Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement or Agreement, this Limited Guarantee, the Equity Funding Letter or, in each case, the transactions contemplated hereby or thereby, against any the Guarantor or any Guarantor Affiliate except for (other than i) claims by the Company against the Guarantor and any Successor Entity under and in accordance with this Limited Guarantee (“Guarantee Claims”), (ii) claims by the Company against Parent or Merger Sub for non-monetary damagesunder and in accordance with the Merger Agreement and/or the Confidentiality Agreement (“Merger Agreement Claims”) except for and (iii) to the extent (but only to the extent) the Company is expressly entitled under the Merger Agreement or the Equity Funding Letter to cause Parent to enforce the Equity Funding Letter in accordance with the terms thereof, claims by the Company against any Guarantor under Parent seeking to cause Parent to enforce the Equity Funding Letter in accordance with its terms and subject to the limitations in the Merger Agreement (“Equity Funding Claims”). (d) For all purposes of this Limited Guaranty. Nothing set forth Guarantee, a Person shall be deemed to have pursued a claim against another Person if such first Person brings a legal action against such Person, adds such other Person to an existing legal proceeding, or otherwise asserts in this Limited Guaranty shall affect or be construed to affect writing a legal claim of any liability of Parent or Sub nature relating to the Company or shall confer or give or shall be construed to confer or give to any Merger Agreement and the other agreements contemplated hereby against such Person other than such actions as are expressly contemplated and permitted in the Company (including any Person acting in a representative capacity) any rights or remedies against any Person Merger Agreement and the other than the Guarantors as expressly set forth hereinagreements contemplated hereby.

Sole Remedy. (a) The Company Guaranteed Party acknowledges and agrees that agrees, on behalf of itself and its Affiliates, that: (i) the sole cash asset of each of Parent and Sub is cash in a de minimis amount amount, and that no additional funds are expected to be contributed to Parent or Sub unless and until the Closing occursAcceptance Time occurs in accordance with the terms and conditions of the Merger Agreement, and that that, without limiting the Company rights of the Guaranteed Party under this Limited Guarantee or under the Equity Commitment Letter, and subject to all of the terms, conditions and limitations herein and therein, the Guaranteed Party shall not have any right to cause any monies assets to be contributed to Parent or Sub by any currentthe Guarantors, former or prospective equity holder, officer, member, manager, director, agent, employee, Affiliate or assignee of any of the Guarantors. The Company further agrees Guarantor’s Related Persons (as defined below) or any other Person; and (ii) notwithstanding anything that it may be expressed or implied in this Limited Guarantee, the Merger Agreement, the Equity Commitment Letter, or any other document or instrument delivered in connection herewith or therewith or the transactions contemplated hereby or thereby, the Guarantors shall not have any obligation or liability to any Person relating to, arising out of or in connection with, this Limited Guarantee, the Merger Agreement, the Equity Commitment Letter, or any other document or instrument delivered in connection herewith or therewith or the transactions contemplated hereby or thereby (or the termination or abandonment thereof), other than as expressly set forth herein or therein, and that no Person other than the Guarantors shall have any liability or obligation hereunder; and (iii) notwithstanding that each Guarantor is a partnership, limited partnership or limited liability company, (x) the Guaranteed Party has no and shall have no right of remedy, recourse or right of recovery against(whether at law or equity or in tort, contract or contribution from, otherwise) against any Guarantor Guarantor’s Related Persons (or any Related Person of such Persons), and (y) no personal liability or obligation whatsoever shall attach to any Guarantor’s Related Persons (or any Related Person of such Persons (excluding the Guarantors’ former, current or future stockholders, holders of any equity, partnership or limited liability company interest, officer, member, manager, director, employees, agents or Affiliates, or any Affiliate or assignee of any of the foregoing, (other than any Affiliate that has executed a limited guaranty in favor of the Company, to the extent of such Affiliate’s obligations under such guaranty)) (collectivelyincluding, “Guarantor Affiliates”)without limitation, through Parent or Sub or otherwise, whether by or through attempted piercing of the corporate veil or similar action, by or through a claim by or on behalf of Parent or Sub against any Guarantor or any Guarantor Affiliate, or otherwise, except for its rights under this Limited Guaranty provided, however, that in the event any Guarantor (i) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or a substantial portion of its properties and other assets to any Person such that the sum of all the Guarantors’ remaining net assets plus uncalled capital is less than the Maximum Amount, then, and in each such case, the Company may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statue, regulation or other applicable law, against such continuing or surviving entity or such Person (in either case, a “Successor Entity”), as the case may be, but only to the extent of the unpaid liability of the Guarantors hereunder up to the Maximum Amount. Recourse against the Guarantors under this Limited Guaranty shall be the sole and exclusive remedy of the Company and all of its Affiliates against any Guarantor or any Guarantor Affiliate (other than against Parent or Sub for non-monetary damages) in respect of any liabilities or obligations arising under, or in connection with, this Limited Guarantee, the Merger Agreement Agreement, the Equity Commitment Letter, or any other document or instrument delivered in connection herewith or therewith or the transactions contemplated thereby. hereby or thereby (or the termination or abandonment thereof) or otherwise, or in respect of any oral representations made or alleged to be made in connection therewith or herewith, including in the event Parent or Merger Subsidiary breaches (whether willfully, intentionally, unintentionally or otherwise) its obligations under this Limited Guarantee, the Merger Agreement, the Equity Commitment Letter, or any other document or instrument delivered in connection herewith or therewith or otherwise, whether or not any such breach is caused by the Guarantors breach (whether willfully, intentionally, unintentionally or otherwise) of their obligations under this Limited Guarantee), in each case, whether by or through any Guarantor, Parent, Merger Subsidiary or any other Person, whether by or through attempted piercing of the corporate, limited liability company or limited partnership veil or similar action, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or Applicable Law, by or through a claim (whether at law or equity or in tort, contract or otherwise) by or on behalf of Parent or Merger Subsidiary against the Guarantors or any Related Person of any Guarantor (or any Related Person of such Persons), or otherwise, except for (and, in each case, solely to the extent of) the Guaranteed Party’s rights against the Guarantors expressly provided under this Limited Guarantee pursuant to the terms and subject to the conditions hereof, and in no event shall the Guaranteed Party or any of its Related Persons (or any Related Person of such Persons) seek any damages of any kind or any other recovery, judgment, or remedies of any kind (including any multiple, consequential, indirect, special, statutory, exemplary or punitive damages) in excess of the Maximum Aggregate Amount against the Guarantors or any Related Person of any Guarantor (or any Related Person of such Persons) pursuant to the terms and subject to the conditions hereof (or, with respect to each Guarantor, more than the lesser of (A) such Guarantor’s Maximum Guarantor Amount, if any and (B) such Guarantor’s Pro Rata Percentage of the Maximum Aggregate Amount), except for, in all cases under this Section 3(a)(iii), (a) the Guaranteed Party’s rights against the Guarantors provided under this Limited Guarantee pursuant to the terms and subject to the conditions hereof, (b) the Guaranteed Party’s right to enforce specifically the obligations of the Equity Investors (as defined in the Equity Commitment Letter) to fund the Commitment to Parent, (c) rights and claims against any counterparty to the Confidentiality Agreement, and (d) the right of the Guaranteed Party and any of its Related Persons or any Person claiming by, through or on behalf of them to make any Retained Claims (as defined in the Equity Commitment Letter) against any such Person. (b) Except for any claims that are Retained Claims, recourse against the Guarantors under this Limited Guarantee shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of the Guaranteed Party and all of its Related Persons against the Guarantors and any Guarantor’s Related Persons (and any Related Person of such Related Persons) in respect of any breaches, losses, damages, liabilities or obligations arising under, or in connection with, this Limited Guarantee, the Merger Agreement, the Equity Commitment Letter, or any other document or instrument delivered in connection herewith or therewith or the transactions contemplated hereby or thereby (or the termination or abandonment thereof) or otherwise, including in respect of any oral representations made or alleged to be made in connection herewith or therewith. (c) The Company Guaranteed Party hereby unconditionally and irrevocably covenants and agrees that it shall not institute, directly or indirectly, and shall cause its respective Affiliates Related Persons (and any Related Person of such Persons) not to institute, on its behalf, directly or indirectly, any proceeding or bring any other claim (whether at law, in equity, in contract, in tort or otherwise) arising under, or in connection with, this Limited Guarantee, the Merger Agreement Agreement, the Equity Commitment Letter, or any other document or instrument delivered in connection herewith or therewith or the transactions contemplated therebyhereby or thereby (or the termination or abandonment thereof) or otherwise, or in respect of any oral representations made or alleged to be made in connection herewith or therewith, against any Guarantor or any Guarantor Affiliate Related Person (other than against Parent or Sub for non-monetary damagesand any Related Persons of such Related Persons) thereof, except for claims of the Guaranteed Party against any Guarantor under the Guarantors (including Retained Claims) pursuant to the terms and subject to the conditions of, or otherwise permitted by, this Limited GuarantyGuarantee. Nothing set forth As used in this Limited Guaranty Guarantee, the term “Related Person” shall affect mean, with respect to any Person, any former, current or be construed future direct or indirect equity holder, controlling person, general or limited partner, officer, director, employee, investment professional, manager, stockholder, member, agent, affiliate, assignee, financing source or Representative of any of the foregoing or any of their respective successors or assigns; provided, that the definition of “Related Person” shall exclude the undersigned in respect of its express obligations hereunder and under the Equity Commitment Letter and Parent and Merger Subsidiary in respect of their respective express obligations under the Merger Agreement and other Transaction Documents. The Guaranteed Party further unconditionally and irrevocably covenants and agrees that, notwithstanding anything contained herein or otherwise, (A) the Guaranteed Party has no right to affect recover, and shall not recover, and the Guaranteed Party shall not institute, directly or indirectly, and shall cause its Related Persons (and any liability Related Person of Parent such Persons) not to institute, directly or Sub indirectly, any proceeding or bring any other claim in the name of or on behalf of the Guaranteed Party to recover more than the Maximum Aggregate Amount in respect of any breaches, losses, damages, liabilities or obligations arising under, or in connection with, this Limited Guarantee, the Merger Agreement, the Equity Commitment Letter, or any other document or instrument delivered in connection herewith or therewith or the transactions contemplated hereby or thereby (or the termination or abandonment thereof) or otherwise, and (B) the Guaranteed Party shall promptly return all monies paid to it or its Related Persons in excess of the Maximum Aggregate Amount or applicable Maximum Guarantor Amount to the Company applicable Guarantor or shall confer Guarantors, other than, in all cases, with respect to Retained Claims under, and monies properly paid pursuant to the terms of, the Equity Commitment Letter, Confidentiality Agreement or give or shall be construed to confer or give to any Person other than the Company (including any Person acting in a representative capacity) any rights or remedies against any Person other than the Guarantors as expressly set forth hereinMerger Agreement.

Sole Remedy. (a) The Company Guaranteed Party acknowledges and agrees that agrees, on behalf of itself and its Related Persons, that: (i) the sole cash asset of each of Parent and Sub BidCo is cash in a de minimis amount amount, and that no additional funds are expected to be contributed to Parent or Sub BidCo unless and until the Closing occursEffective Date occurs in accordance with the terms and conditions of the Acquisition Agreement, and that that, without limiting the Company rights of the Guaranteed Party under this Limited Guarantee, and subject to all of the terms, conditions and limitations herein and therein, the Guaranteed Party shall not have any right to cause any monies assets to be contributed to Parent or Sub BidCo by any current, former or prospective equity holder, officer, member, manager, director, agent, employee, Affiliate or assignee of any of the Guarantors. The Company further agrees that it has no remedy, recourse or right of recovery against, or contribution from, any Guarantor or any of the Guarantors’ formerRelated Persons (as defined below) or any other Person; (ii) notwithstanding anything that may be expressed or implied in this Limited Guarantee, current the Acquisition Agreement, the Equity Commitment Letter, any other Transaction Document or future stockholdersany other document or instrument delivered in connection herewith or therewith or the transactions contemplated hereby or thereby, holders the Guarantors shall not have any liability or obligation to any Person relating to, arising out of or in connection with, this Limited Guarantee, the Acquisition Agreement, the Equity Commitment Letter, any equityother Transaction Document or any other document or instrument delivered in connection herewith or therewith or the transactions contemplated hereby or thereby (or the termination or abandonment thereof), other than as expressly set forth herein or therein, and that no Person other than the Guarantors shall have any liability or obligation hereunder; and (iii) notwithstanding that each Guarantor is a partnership, limited partnership or limited liability company interestcompany, officerthe Guaranteed Party has no and shall have no right of remedy, memberrecourse or recovery (whether at Law or equity or in tort, manager, director, employees, agents or Affiliates, or any Affiliate or assignee of any of the foregoing, (other than any Affiliate that has executed a limited guaranty in favor of the Company, to the extent of such Affiliate’s obligations under such guaranty) (collectively, “Guarantor Affiliates”), through Parent or Sub contract or otherwise, whether by or through attempted piercing of the corporate veil or similar action, by or through a claim by or on behalf of Parent or Sub against any Guarantor or any Guarantor Affiliate, or otherwise, except for its rights under this Limited Guaranty provided, however, that in the event any Guarantor (i) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or a substantial portion of its properties and other assets to any Person such that the sum of all the Guarantors’ remaining net assets plus uncalled capital is less than the Maximum Amount, then, and in each such case, the Company may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statue, regulation or other applicable law, against such continuing or surviving entity or such Person (in either case, a “Successor Entity”), as the case may be, but only to the extent of the unpaid liability of the Guarantors hereunder up to the Maximum Amount. Recourse against the Guarantors under this Limited Guaranty shall be the sole and exclusive remedy of the Company and all of its Affiliates against any Guarantor or any Guarantor Affiliate Guarantor’s Related Persons (other than against Parent or Sub for non-monetary damagesany Related Person of such Persons), and no personal liability or obligation whatsoever shall attach to any Guarantor’s Related Persons (or any Related Person of such Persons) in respect of (including, without limitation, any liabilities or obligations arising under, or in connection with, this Limited Guarantee, the Merger Agreement Acquisition Agreement, the Equity Commitment Letter, any other Transaction Document or any other document or instrument delivered in connection herewith or therewith or the transactions contemplated therebyhereby or thereby (or the termination or abandonment thereof) or otherwise, or in respect of any oral representations made or alleged to be made in connection therewith or herewith, including in the event BidCo breaches (whether willfully, intentionally, unintentionally or otherwise) its obligations under this Limited Guarantee, the Acquisition Agreement, the Equity Commitment Letter, any other Transaction Document or any other document or instrument delivered in connection herewith or therewith or otherwise, whether or not any such breach is caused by the Guarantors breach (whether willfully, intentionally, unintentionally or otherwise) of their obligations under this Limited Guarantee), in each case, whether by or through any Guarantor, BidCo or any other Person, whether by or through attempted piercing of the corporate, limited liability company or limited partnership veil or similar action, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, by or through a claim (whether at Law or equity or in tort, contract or otherwise) by or on behalf of BidCo against the Guarantors or any Related Person of any Guarantor (or any Related Person of such Persons), or otherwise, except for (and, in each case, solely to the extent of) its rights against the Guarantors expressly provided under this Limited Guarantee pursuant to the terms and subject to the conditions hereof, and in no event shall the Guaranteed Party or any of its Related Persons (or any Related Person of such Persons) seek any damages of any kind or any other recovery, judgment, or remedies of any kind (including any multiple, consequential, indirect, special, statutory, exemplary or punitive damages) in excess of the Maximum Aggregate Amount against the Guarantors or any Related Person of any Guarantor (or any Related Person of such Persons) pursuant to the terms and subject to the conditions hereof (or, with respect to each Guarantor, more than the lesser of (x) such Guarantor’s Maximum Guarantor Amount, if any and (y) such Guarantor’s Pro Rata Percentage of the Maximum Aggregate Amount). (b) The recourse against the Guarantors under this Limited Guarantee shall be the sole and exclusive remedy (whether at Law, in equity, in contract, in tort or otherwise) of the Guaranteed Party and all of its Related Persons against the Guarantors and any Guarantor’s Related Persons (and any Related Person of such Related Persons), and none of the Guarantors nor any Guarantor’s Related Persons (nor any Related Person of such Persons) will have any liability or obligation to any Person, in each case, in respect of any breaches, losses, damages, liabilities or obligations arising under, or in connection with, this Limited Guarantee, the Acquisition Agreement, the Equity Commitment Letter, any other Transaction Document or any other document or instrument delivered in connection herewith or therewith or the transactions contemplated hereby or thereby (or the termination or abandonment thereof) or otherwise, including in respect of any oral representations made or alleged to be made in connection herewith or therewith. The Company Guaranteed Party hereby unconditionally and irrevocably covenants and agrees that it shall not institute, directly or indirectly, and shall cause its respective Affiliates Related Persons (and any Related Person of such Persons) not to institute, directly or indirectly, any proceeding or bring any other claim (whether at Law, in equity, in contract, in tort or otherwise) arising under, or in connection with, this Limited Guarantee, the Merger Agreement Acquisition Agreement, the Equity Commitment Letter, any other Transaction Document or any other document or instrument delivered in connection herewith or therewith or the transactions contemplated therebyhereby or thereby (or the termination or abandonment thereof) or otherwise, or in respect of any oral representations made or alleged to be made in connection herewith or therewith, against any Guarantor or any Guarantor Affiliate Guarantor’s Related Person (other than against Parent or Sub for non-monetary damages) any Related Person of such Persons), except for claims of the Guaranteed Party against any Guarantor under the Guarantors solely pursuant to the terms and subject to the conditions of this Limited GuarantyGuarantee. Nothing set forth As used in this Limited Guaranty Guarantee, the term “Related Person” shall affect or be construed to affect any liability of Parent or Sub to the Company or shall confer or give or shall be construed to confer or give mean, with respect to any Person other than Person, any former, current or future direct or indirect equity holder, controlling person, general or limited partner, officer, director, employee, investment professional, manager, stockholder, member, agent, affiliate, assignee, representative or financing source of any of the Company (including any Person acting foregoing; provided, that the definition of “Related Person” shall exclude the undersigned in a representative capacity) any rights or remedies against any Person other than respect of its express obligations hereunder and BidCo in respect of its express obligations under the Guarantors as expressly set forth hereinAcquisition Agreement.

Sole Remedy. The Company Guaranteed Party acknowledges the separate corporate existence of Parent and Merger Sub and agrees that the sole cash asset of each of Parent and ▇▇▇▇▇▇ Sub is have no assets other than certain contract rights and cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Merger Sub unless and until the Closing occursoccurs under the Merger Agreement. Notwithstanding anything that may be expressed or implied in this Limited Guaranty, and the Merger Agreement, the Support Agreements, the Equity Commitment Letters, the Debt Commitment Letter, the Other Guaranties or any document or instrument delivered in connection herewith or therewith, by its acceptance of the benefits of this Limited Guaranty, the Guaranteed Party further agrees that none of the Company Guaranteed Party Related Persons shall not have any right to cause of recovery against, and no personal liability shall attach to, (A) the Guarantor or (B) any monies to be contributed to Parent Affiliate of the Guarantor, or Sub by any currentformer, former current or prospective equity holderfuture direct or indirect director, officer, memberemployee, agent, manager, incorporator, attorney, advisor or other Representative of the Guarantor or of any Affiliate of the Guarantor (including any person negotiating or executing this Limited Guaranty on behalf of such a party), any former, current or future, direct or indirect holder of any equity interests or securities of the Guarantor or of any Affiliate of the Guarantor (whether such holder is a limited or general partner, member, stockholder or otherwise), or any former, current or future director, officer, employee, agent, employeeincorporator, Affiliate attorney, general or limited partner, manager, member, equityholder, stockholder, Affiliate, controlling person, advisor or other representative, successor or assignee of any of the Guarantors. The Company further agrees that it has no remedy, recourse or right of recovery against, or contribution from, any Guarantor or any of foregoing (each such person set forth in the Guarantors’ former, current or future stockholders, holders of any equity, partnership or limited liability company interest, officer, member, manager, director, employees, agents or Affiliates, or any Affiliate or assignee of any of the foregoing, foregoing clause (other than any Affiliate that has executed a limited guaranty in favor of the Company, to the extent of such Affiliate’s obligations under such guaranty) (collectively, “Guarantor Affiliates”B), through Parent or Sub or otherwise, a “Related Person”) whether by or through attempted piercing of the corporate veil corporate, limited liability company or similar actionlimited partnership veil, by or through a claim by or on behalf of Parent or Merger Sub against any the Guarantor or any Guarantor Affiliate, or otherwiseRelated Person, except for any claim against (i) ▇▇▇▇▇▇ and Merger Sub and their respective successors and assigns under and to the extent expressly provided for in the Merger Agreement, (ii) the Guarantor and its rights successors and assigns under and to the extent expressly provided in this Limited Guaranty provided, however, that and any Other Guarantor and its successors and assigns pursuant to and to the extent expressly provided in the event applicable Other Guaranty (in each case, subject to the Maximum Amount and the Guaranteed Obligations set forth in this Limited Guaranty or such Other Guaranty and the other limitations described herein or therein), (iii) any Guarantor Investor (as defined in the applicable Support Agreement) and its successors and assigns pursuant to the Guaranteed Party’s third party beneficiary rights to the extent expressly set forth in the applicable Support Agreement, and (iv) any Sponsor (as defined in the applicable Equity Commitment Letter) and its successor and assigns pursuant to the Company Third Party Beneficiary Rights (as defined in the applicable Equity Commitment Letter), in each case pursuant to and in accordance with the terms thereof (the rights and claims described under (i) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or to (ii) transfers or conveys all or a substantial portion of its properties and other assets to any Person such that the sum of all the Guarantors’ remaining net assets plus uncalled capital is less than the Maximum Amountiv), then, and in each such casecollectively, the Company may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statue, regulation or other applicable law, against such continuing or surviving entity or such Person (in either case, a “Successor EntityRetained Claims”), as the case may be, but only to the extent of the unpaid liability of the Guarantors hereunder up to the Maximum Amount. Recourse against the Guarantors under this Limited Guaranty The Retained Claims shall be the sole and exclusive remedy of the Company Guaranteed Party and all its subsidiaries, any of their respective Affiliates and the former, current and future holders of any equity, controlling persons, directors, officers, employees, agents, attorneys, members, managers, general or limited partners, and assignees of each of the Guaranteed Party, its subsidiaries, and any of their Affiliates (the “Guaranteed Party Related Persons”) against the Guarantor and any Guarantor or any Guarantor Affiliate (other than against Parent or Sub for non-monetary damages) Related Person in respect of any matters, liabilities or obligations arising under, or in connection with, the Merger Agreement Agreement, this Limited Guaranty, the Other Guaranties, the Equity Commitment Letters, the Support Agreements or the transactions contemplated therebyhereby and thereby (collectively, the “Transactional Matters”), including by piercing the corporate, limited liability company or limited partnership veil or by a claim by or on behalf of Parent. The Company Guaranteed Party hereby covenants and agrees that it shall not institute, directly or indirectly, and shall cause each of the Guaranteed Party’s controlled Affiliates and agents duly authorized to act on the Guaranteed Party’s or its respective Affiliates controlled Affiliates’ behalf, not to institute, any proceeding or bring any other claim arising under, or in connection with, the Transactional Matters (including any liabilities or obligations arising under, or in connection with, the Merger Agreement Agreement, this Limited Guaranty, the Other Guaranties, the Equity Commitment Letters, the Support Agreements, or the transactions contemplated hereby and thereby, ) against any the Guarantor or any Guarantor Affiliate (Related Person, other than against Parent or Sub for non-monetary damages) except for claims against any Guarantor under this Limited Guarantywith respect to the Retained Claims. Nothing set forth in this Limited Guaranty shall affect or be construed to affect any liability of Parent or Sub to the Company or shall confer or give or shall be construed to confer or give to any Person other than the Company Guaranteed Party (including any Person acting in a representative Representative capacity) any rights or remedies against any Person other than Person, including the Guarantors Guarantor, except as expressly set forth herein.

Sole Remedy. (a) The Company Guaranteed Party acknowledges and agrees that agrees, on behalf of itself and its Related Persons, that: (i) the sole cash asset of each of Parent and Sub is cash in a de minimis amount amount, and that no additional funds are expected to be contributed to Parent or Sub unless and until the Closing occursoccurs in accordance with the terms and conditions of the Merger Agreement, and that that, without limiting the Company rights of the Guaranteed Party under this Limited Guarantee or the Merger Agreement, prior to the valid termination of the Merger Agreement, and subject to all of the terms, conditions and limitations herein and therein, the Guaranteed Party shall not have any right to cause any monies assets to be contributed to Parent or Sub by any currentthe Guarantors, former or prospective equity holder, officer, member, manager, director, agent, employee, Affiliate or assignee of any of the Guarantors. The Company further agrees Guarantor’s Related Persons (as defined below) or any other Person; (ii) notwithstanding anything that it may be expressed or implied in this Limited Guarantee, the Merger Agreement, or any other document or instrument delivered in connection herewith or therewith or the transactions contemplated hereby or thereby, the Guarantors shall not have any obligation or liability to any Person relating to, arising out of or in connection with, this Limited Guarantee, the Merger Agreement, or any other document or instrument delivered in connection herewith or therewith or the transactions contemplated hereby or thereby (or the termination or abandonment thereof), other than as expressly set forth herein or therein, and that no Person other than the Guarantors shall have any liability or obligation under this Limited Guarantee; and (iii) notwithstanding that each Guarantor is a partnership, limited partnership or limited liability company, the Guaranteed Party has no and shall have no right of remedy, recourse or right of recovery against(whether at law or equity or in tort, contract or contribution from, otherwise) against any Guarantor Guarantor’s Related Persons (or any Related Person of such Persons, for the avoidance of doubt, excluding the Guarantors’ former) under this Limited Guarantee, current and no personal liability or future stockholders, holders of obligation whatsoever shall attach to any equity, partnership or limited liability company interest, officer, member, manager, director, employees, agents or Affiliates, Guarantor’s Related Persons (or any Affiliate or assignee of any of the foregoing, (other than any Affiliate that has executed a limited guaranty in favor of the Company, to the extent Related Person of such Affiliate’s obligations Persons, for the avoidance of doubt, excluding the Guarantors) under such guaranty) (collectivelythis Limited Guarantee, “Guarantor Affiliates”)in each case, whether by or through any Guarantor, Parent or Sub or otherwiseany other Person, whether by or through attempted piercing of the corporate corporate, limited liability company or limited partnership veil or similar action, by or through a claim by or on behalf of Parent or Sub against any Guarantor or any Guarantor Affiliate, or otherwise, except for its rights under this Limited Guaranty provided, however, that in the event any Guarantor (i) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or a substantial portion of its properties and other assets to any Person such that the sum of all the Guarantors’ remaining net assets plus uncalled capital is less than the Maximum Amount, then, and in each such case, the Company may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or proceeding, by virtue of any statuestatute, regulation or other applicable lawLaw, by or through a claim (whether at law or equity or in tort, contract or otherwise) by or on behalf of Parent against any Related Person of any Guarantor (or any Related Person of such continuing or surviving entity or such Person (in either casePersons, a “Successor Entity”for the avoidance of doubt, excluding the Guarantors), as and in no event shall the case may beGuaranteed Party or any of its Related Persons (or any Related Person of such Persons) seek any damages hereunder of any kind or any other recovery, but only to the extent judgment, or remedies of any kind (including any multiple, consequential, indirect, special, statutory, exemplary or punitive damages) in excess of the unpaid liability of the Guarantors hereunder up to the Maximum Amount. Recourse Aggregate Amount against the Guarantors or any Related Person of any Guarantor (or any Related Person of such Persons) pursuant to the terms and subject to the conditions hereof (or, with respect to each Guarantor, more than the lesser of (x) such Guarantor’s Maximum Guarantor Amount, if any and (y) such Guarantor’s Pro Rata Percentage of the Maximum Aggregate Amount). (b) The recourse against the Guarantors expressly provided for under this Limited Guaranty Guarantee shall be the sole and exclusive remedy hereunder (whether at law, in equity, in contract, in tort or otherwise) of the Company Guaranteed Party and all of its Affiliates Related Persons against the Guarantors and any Guarantor Guarantor’s Related Persons (and any Related Person of such Related Persons), and none of the Guarantors nor any Guarantor’s Related Persons (nor any Related Person of such Persons) will have any obligation or liability to any Guarantor Affiliate (other than against Parent or Sub for non-monetary damages) Person, in each case, in respect of any breaches, losses, damages, liabilities or obligations arising under, or in connection with, this Limited Guarantee, the Merger Agreement Agreement, or any other document or instrument delivered in connection herewith or therewith or the transactions contemplated therebyhereby or thereby (or the termination or abandonment thereof) or otherwise, including in respect of any oral representations made or alleged to be made in connection herewith or therewith. The Company Guaranteed Party hereby unconditionally and irrevocably covenants and agrees that it shall not institute, directly or indirectly, and shall cause its respective Affiliates Related Persons (and any Related Person of such Persons) not to institute, directly or indirectly, any proceeding or bring any other claim (whether at law, in equity, in contract, in tort or otherwise) arising under, or in connection with, this Limited Guarantee, the Merger Agreement Agreement, or any other document or instrument delivered in connection herewith or therewith or the transactions contemplated therebyhereby or thereby (or the termination or abandonment thereof) or otherwise, or in respect of any oral representations made or alleged to be made in connection herewith or therewith, against any Guarantor or any Guarantor Affiliate Related Person (other than against Parent or Sub for non-monetary damages) except for claims against any Guarantor under this Limited GuarantyRelated Person of such Persons). Nothing set forth As used in this Limited Guaranty Guarantee, the term “Related Person” shall affect mean, with respect to any Person, any former, current or be construed to affect future direct or indirect equity holder, controlling person, general or limited partner, officer, director, employee, investment professional, manager, stockholder, member, agent, affiliate, assignee, representative or financing source of any liability of Parent the foregoing or Sub any of their respective successors or assigns. Notwithstanding anything to the Company or contrary, this Section 3 shall confer or give or shall be construed not limit (i) the rights of the Guaranteed Party to confer or give enforce this Limited Guarantee against the Guarantors in accordance with and subject to any Person other than the Company terms and conditions of this Limited Guarantee, (including any Person acting in a representative capacityii) any rights and remedies under the Confidentiality Agreement as provided therein, (iii) any proceeding or claim against Parent, Merger Sub or, following Closing, the Surviving Company, and (iv) any rights and remedies against any Person other than under the Guarantors BBAM Agreement, the Voting Agreement, or the Assignment and Assumption Agreement as expressly set forth hereinprovided therein (the proceedings, rights, remedies and claims in clauses (i) through (iv), “Permitted Claims”).

Sole Remedy. The Company acknowledges and agrees that the sole cash asset of each of Parent and Sub Acquisition is cash in a de minimis amount and that that, except as provided for and in accordance with the Equity Commitment Letter, no additional funds are expected to be contributed to Parent or Sub and Acquisition unless the Closing occurs, occurs and that then only in accordance with the Company shall not have any right to cause any monies to be contributed to Parent or Sub by any current, former or prospective equity holder, officer, member, manager, director, agent, employee, Affiliate or assignee of any terms of the GuarantorsEquity Commitment Letter (subject to the limitations set forth therein). The Notwithstanding anything that may be expressed or implied in this Limited Guaranty, the Company further agrees that it has that, except for its rights against the Guarantor under this Limited Guaranty (subject to the limitations set forth herein), no remedy, recourse or Person will have any right of recovery against, or contribution fromand no personal liability will attach (for any reason) to, any Guarantor or any of the Guarantors’ Guarantor’s, Parent’s or Acquisition’s former, current or future stockholders, holders of any equityaffiliates, partnership general or limited liability company interestpartners, officercontrolling persons, membermembers, manager, directormanagers, employees, agents agents, officers or Affiliates, directors or any Affiliate former, current or assignee of any future stockholders, affiliates, general or limited partners, controlling persons, members, managers, employees, agents, officers or directors of the foregoingforegoing (collectively (but not including Parent or Acquisition), (other than any Affiliate that has executed a limited guaranty in favor of the Company, to the extent of such Affiliate’s obligations under such guaranty) (collectively, “Guarantor AffiliatesNon-Recourse Parties”), through Parent or Sub Acquisition or otherwise, whether by or through attempted piercing of the corporate veil or similar actionveil, whether by or through a claim (whether in tort, contract or otherwise) by or on behalf of Parent or Sub Acquisition against the Non-Recourse Parties, whether in respect of any Guarantor oral representations made or any Guarantor Affiliatealleged to be made in connection herewith or the Equity Commitment Letter, or otherwise. Notwithstanding anything to the contrary contained herein, except for its rights recourse against the Guarantor under this Limited Guaranty provided, however, that in the event any Guarantor (i) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or a substantial portion of its properties and other assets to any Person such that the sum of all the Guarantors’ remaining net assets plus uncalled capital is less than the Maximum Amount, then, and in each such case, the Company may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statue, regulation or other applicable law, against such continuing or surviving entity or such Person (in either case, a “Successor Entity”), as the case may be, but only subject to the extent of the unpaid liability of the Guarantors hereunder up to the Maximum Amount. Recourse against the Guarantors under this Limited Guaranty limitations set forth herein) shall be the sole and exclusive remedy remedies of the Company and all of its Affiliates affiliates against the Guarantor and any Guarantor or any Guarantor Affiliate (other than against Parent or Sub for non-monetary damages) of its affiliates in respect of any liabilities or obligations arising under, or in connection with, or in respect of, the Merger Agreement Agreement, the Equity Commitment Letter, this Limited Guaranty or the transactions contemplated hereby or thereby. The Company hereby covenants ; provided that, if the Wellspring Funding is made under and agrees that it shall not institute, in accordance with the terms of the Equity Commitment Letter and shall cause its respective Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection withthe Closing occurs, the Merger Agreement or the transactions contemplated thereby, against any Guarantor or any Guarantor Affiliate (other than against Parent or Sub for non-monetary damages) except for claims against any Guarantor Company may not recover under this Limited Guaranty. Nothing set forth in this Limited Guaranty shall affect or be construed to affect any liability of Parent or Sub to the Company or shall confer or give or shall be construed to confer or give to any Person other than the Company (including any Person acting in a representative capacity) any rights or remedies against any Person other than the Guarantors as expressly set forth herein.