Common use of Commitment Clause in Contracts

Commitment. This letter (the “Letter Agreement”) will confirm for the benefit of Buyer, the commitment of Takuan, LLC, a North Carolina limited liability company (“Takuan”), the Xxx X./Xxxx X. Xxxx Generation Skipping Trust (the “Trust” and together with Takuan, the “Entities”) and J. Xxxx Xxxx (the “Individual” and together with the Entities, the “Undersigned”), to subscribe for Class L and Class A common stock of Buyer (“Subscribed Shares”) for aggregate consideration consisting of (a) the number of Shares set forth on Schedule A (the “Committed Shares”) and (b) proceeds from the Merger with an aggregate value as set forth on Schedule A (the “Committed Proceeds”); provided, however, that the Undersigned shall not, under any circumstances, be obligated to contribute to, purchase equity or debt of or otherwise provide funds to Buyer other than the contribution of the Committed Shares and Committed Proceeds; provided, further, that in the event the aggregate Merger Consideration, as the same exists as of the date hereof pursuant to the Merger Agreement, is reduced (pursuant to one or more amendments, restatements or other modifications to the Merger Agreement) by less than Pioneer Parent, Inc. August 4, 2014 five percent (5%), the Undersigned, in their sole discretion, may elect (by delivery of written notice to Buyer not later than three (3) Business Days prior to the consummation of the Merger in accordance with the terms of the Merger Agreement) to reduce the aggregate consideration represented by the Committed Shares and the Committed Proceeds which is subject to the Commitment (as defined below) by a percentage up to, but which does not exceed, such percentage reduction in the aggregate Merger Consideration. The value of the Committed Shares and Committed Proceeds shall be used to purchase the Subscribed Shares at the same per share price and in the same proportions as the Equity Investors are acquiring Class L and Class A common stock of Buyer. The obligation of the Undersigned to fund the Committed Shares and Committed Proceeds (the “Commitment”) is subject to (i) the terms of this Letter Agreement and (ii) the substantially concurrent consummation of the Merger in accordance with the terms of the Merger Agreement. It is understood and agreed that the Individual shall be permitted to reduce the number of his Committed Shares and/or the amount of his Committed Proceeds as the Individual may determine in his sole discretion (provided that the Individual elects, by delivery of written notice to Buyer, to make such reduction not later than three (3) Business Days prior to the consummation of the Merger in accordance with the terms of the Merger Agreement), so long as in connection therewith either or both of the Entities elects (by delivery of contemporaneous written notice to Buyer) to increase the number of its Committed Shares by the number necessary, after giving effect to such election by the Individual and such election by such Entity, to render the collective aggregate value of the Committed Shares and the Committed Proceeds, when viewed immediately prior to giving effect to such election by the Individual and such election by such Entity, unchanged.

Commitment. This letter On the terms and subject to the conditions of this Agreement, each Lender severally agrees to make its portion of a term loan (the “Letter AgreementInitial Loan”) will confirm for to the benefit Borrower on the Closing Date in an amount equal to (but not less than) such Xxxxxx’s Initial Commitment Amount. On the terms and subject to the conditions of Buyerthis Agreement, the commitment each Lender severally agrees to make its portion of Takuan, LLC, a North Carolina limited liability company (“Takuan”), the Xxx X./Xxxx X. Xxxx Generation Skipping Trust term loan (the “Trust” and together with TakuanFirst Delayed Draw Loan”) to the Borrower on the First Delayed Draw Closing Date in an amount equal to (but not less than) such Xxxxxx’s First Delayed Draw Commitment Amount; provided that upon the funding of the First Delayed Draw Loan on the First Delayed Draw Closing Date, the “Entities”) First Delayed Draw Commitment Amount shall be reduced to $0. On the terms and J. Xxxx Xxxx subject to the conditions of this Agreement, each Lender severally agrees to make its portion of a term loan (the “Individual” and together with Second Delayed Draw Loan”) to the EntitiesBorrower on the Second Delayed Draw Closing Date in an amount equal to (but not less than) such Xxxxxx’s Second Delayed Draw Commitment Amount designated on the Loan Request; provided that upon the funding of the Second Delayed Draw Loan on the Second Delayed Draw Closing Date, the “Undersigned”), Second Delayed Draw Commitment Amount shall be reduced to subscribe for Class L and Class A common stock of Buyer (“Subscribed Shares”) for aggregate consideration consisting of (a) the number of Shares set forth on Schedule A (the “Committed Shares”) and (b) proceeds from the Merger $0. No amounts paid or prepaid with an aggregate value as set forth on Schedule A (the “Committed Proceeds”); provided, however, that the Undersigned shall not, under any circumstances, be obligated to contribute to, purchase equity or debt of or otherwise provide funds to Buyer other than the contribution of the Committed Shares and Committed Proceeds; provided, further, that in the event the aggregate Merger Consideration, as the same exists as of the date hereof pursuant respect to the Merger Agreement, is reduced (pursuant to one or more amendments, restatements or other modifications to the Merger Agreement) by less than Pioneer Parent, Inc. August 4, 2014 five percent (5%), the Undersigned, in their sole discretion, Loans may elect (by delivery of written notice to Buyer not later than three (3) Business Days prior to the consummation of the Merger in accordance with the terms of the Merger Agreement) to reduce the aggregate consideration represented by the Committed Shares and the Committed Proceeds which is subject to the Commitment (as defined below) by a percentage up to, but which does not exceed, such percentage reduction in the aggregate Merger Consideration. The value of the Committed Shares and Committed Proceeds shall be used to purchase the Subscribed Shares at the same per share price and in the same proportions as the Equity Investors are acquiring Class L and Class A common stock of Buyer. The obligation of the Undersigned to fund the Committed Shares and Committed Proceeds (the “Commitment”) is subject to (i) the terms of this Letter Agreement and (ii) the substantially concurrent consummation of the Merger in accordance with the terms of the Merger Agreement. It is understood and agreed that the Individual shall be permitted to reduce the number of his Committed Shares and/or the amount of his Committed Proceeds as the Individual may determine in his sole discretion (provided that the Individual elects, by delivery of written notice to Buyer, to make such reduction not later than three (3) Business Days prior to the consummation of the Merger in accordance with the terms of the Merger Agreement), so long as in connection therewith either or both of the Entities elects (by delivery of contemporaneous written notice to Buyer) to increase the number of its Committed Shares by the number necessary, after giving effect to such election by the Individual and such election by such Entity, to render the collective aggregate value of the Committed Shares and the Committed Proceeds, when viewed immediately prior to giving effect to such election by the Individual and such election by such Entity, unchangedreborrowed.

Commitment. This letter (the “Letter Agreement”) will confirm for the benefit of Buyer, the commitment of TakuanValueAct Capital Master Fund, L.P., a British Virgin Islands limited partnership (“VAC” or “us”), to provide $380,250,000 of equity (the “Financing” and such amount being the “Financing Amount”) to Axio Holdings LLC, a North Carolina Delaware limited liability company (the “TakuanNewco”), on the Xxx X./Xxxx X. Xxxx Generation Skipping Trust terms and conditions set forth herein. VAC, in its sole discretion, may elect to satisfy a portion of the Financing Amount through the transfer, contribution and delivery to Newco, immediately prior to the Effective Time, of shares of Company Common Stock, which shares will be cancelled, retired and cease to exist upon the consummation of the Merger (as defined below) without any payment therefore, pursuant to Article II of the Merger Agreement (as defined below) (the “Trust” Rollover Contribution Shares”) in exchange for membership interests of Newco (it being understood that the value of the Rollover Contribution Shares shall be equal to the product of the number of Rollover Contribution Shares and together with Takuanthe Per Share Price, the “Entities”) and J. Xxxx Xxxx (the “Individual” and together with the Entities, the “Undersigned”), to subscribe for Class L and Class A common stock of Buyer (“Subscribed Shares”) for aggregate consideration consisting of (a) the number of Shares set forth on Schedule A (the “Committed Shares”) and (b) proceeds from the Merger with an aggregate value as set forth on Schedule A (the “Committed ProceedsRollover Valuation Amount”); provided, however, that the Undersigned Rollover Valuation Amount, if any, and the cash contribution by VAC shall not, under any circumstances, be obligated to contribute to, purchase equity or debt of or otherwise provide funds to Buyer other than equal the contribution amount of the Committed Shares Financing Amount. Concurrently with the delivery of this Letter Agreement, Silver Lake Partners II, L.P. (the “Other Sponsor”) is entering into a letter agreement (the “Other Sponsor Equity Commitment Letter”) committing to provide $380,250,000 of equity to Newco, on the terms and Committed Proceeds; provided, further, that in conditions set forth therein. In the event the aggregate Merger Consideration, as the same exists as Newco does not require all of the date hereof pursuant equity with respect to which VAC and the Other Sponsor have made a commitment in order to consummate the Merger and fulfill its obligations under the Merger Agreement, is the amount to be funded hereunder will be reduced (pursuant to one or more amendments, restatements or other modifications by an amount equal to the Merger Agreement) amount by less than Pioneer Parent, Inc. August 4, 2014 five percent (5%), which the Undersigned, in their sole discretion, may elect (by delivery of written notice to Buyer not later than three (3) Business Days prior to the consummation committed equity of the Merger in accordance with Other Sponsor shall be reduced so that the terms sum of the Merger Agreement) amount to reduce the aggregate consideration represented by the Committed Shares be funded hereunder and the Committed Proceeds which is subject to the Commitment (as defined below) by a percentage up to, but which does not exceed, such percentage reduction in the aggregate Merger Consideration. The value of the Committed Shares and Committed Proceeds shall be used to purchase the Subscribed Shares at the same per share price and in the same proportions as the Equity Investors are acquiring Class L and Class A common stock of Buyer. The obligation of the Undersigned to fund the Committed Shares and Committed Proceeds (the “Commitment”) is subject to (i) the terms of this Letter Agreement and (ii) the substantially concurrent consummation of the Merger in accordance with the terms of the Merger Agreement. It is understood and agreed that the Individual shall be permitted to reduce the number of his Committed Shares and/or the amount of his Committed Proceeds as the Individual may determine in his sole discretion (provided that the Individual elects, by delivery of written notice to Buyer, to make such reduction not later than three (3) Business Days prior to the consummation committed equity of the Merger in accordance with Other Sponsor shall equal the terms of the Merger Agreement), amount so long as in connection therewith either or both of the Entities elects (required by delivery of contemporaneous written notice to Buyer) to increase the number of its Committed Shares by the number necessary, after giving effect to such election by the Individual and such election by such Entity, to render the collective aggregate value of the Committed Shares and the Committed Proceeds, when viewed immediately prior to giving effect to such election by the Individual and such election by such Entity, unchangedNewco.

Commitment. This letter EnCap hereby confirms its commitment (the “Letter Agreement”) will confirm for the benefit of Buyer, the commitment of Takuan, LLC, a North Carolina limited liability company (“TakuanCommitment”), subject to the Xxx X./Xxxx X. Xxxx Generation Skipping Trust terms and conditions set forth herein, to purchase, or to cause the purchase of membership interests in Parent, at or immediately prior to the acceptance for payment of shares of Common Stock validly tendered for purchase pursuant to the Offer and not withdrawn as contemplated by the Offer Documents for cash in an aggregate amount equal to, collectively and in the aggregate, $550,000,000.00 (the “Trust” and together with Takuan, the “Entities”) and J. Xxxx Xxxx (the “Individual” and together with the Entities, the “UndersignedCommitment Amount”), with the understanding that Parent will, in turn, contribute to subscribe for Class L and Class A common stock of Buyer (“Subscribed Shares”) for aggregate consideration consisting of Merger Sub the funds from the Commitment Amount necessary to pay (a) the number Offer Price for shares of Shares set forth on Schedule A (Common Stock validly tendered and not withdrawn that are to be accepted for purchase pursuant to the “Committed Shares”) and Offer, (b) proceeds from the Merger Consideration to be paid upon consummation of the Merger, in each case in accordance with an aggregate value as the Merger Agreement, (c) amounts due pursuant to the agreements and plans set forth on in Schedule A 5.18(l) to the Merger Agreement, (d) the amounts, if any, that become due and owing upon or promptly following the consummation of the Merger under the Company Credit Agreement, as amended and in effect at the time of the Merger, and (e) any other amounts payable by Parent or Merger Sub under Articles 2 and 3 of the Merger Agreement in connection with the transactions contemplated by the Merger Agreement (collectively, “Committed ProceedsParent’s Obligations”). We may effect such purchase of membership interests in Parent through one or more affiliated entities or co-investment vehicles designated by us; provided, however, that no such action shall reduce the Undersigned aggregate amount of the Commitment or otherwise affect our obligations under this Agreement. In the event that Parent, upon the consummation of the Offer and the Merger, does not require the entire Commitment Amount in order to fund Parent’s Obligations, the Commitment Amount shall be reduced to an amount necessary to fund Parent’s Obligations. Notwithstanding anything herein to the contrary, we shall not, under any circumstances, be obligated to contribute to, purchase equity or debt of of, or otherwise provide funds to Buyer other than the contribution Parent or Merger Sub in any amount in excess of the Committed Shares and Committed Proceeds; provided, further, that in the event the aggregate Merger Consideration, as the same exists as of the date hereof pursuant to the Merger Agreement, is reduced (pursuant to one or more amendments, restatements or other modifications to the Merger Agreement) by less than Pioneer Parent, Inc. August 4, 2014 five percent (5%), the Undersigned, in their sole discretion, may elect (by delivery of written notice to Buyer not later than three (3) Business Days prior to the consummation of the Merger in accordance with the terms of the Merger Agreement) to reduce the aggregate consideration represented by the Committed Shares and the Committed Proceeds which is subject to the Commitment (as defined below) by a percentage up to, but which does not exceed, such percentage reduction in the aggregate Merger Consideration. The value of the Committed Shares and Committed Proceeds shall be used to purchase the Subscribed Shares at the same per share price and in the same proportions as the Equity Investors are acquiring Class L and Class A common stock of Buyer. The obligation of the Undersigned to fund the Committed Shares and Committed Proceeds (the “Commitment”) is subject to (i) the terms of this Letter Agreement and (ii) the substantially concurrent consummation of the Merger in accordance with the terms of the Merger Agreement. It is understood and agreed that the Individual shall be permitted to reduce the number of his Committed Shares and/or the amount of his Committed Proceeds as the Individual may determine in his sole discretion (provided that the Individual elects, by delivery of written notice to Buyer, to make such reduction not later than three (3) Business Days prior to the consummation of the Merger in accordance with the terms of the Merger Agreement), so long as in connection therewith either or both of the Entities elects (by delivery of contemporaneous written notice to Buyer) to increase the number of its Committed Shares by the number necessary, after giving effect to such election by the Individual and such election by such Entity, to render the collective aggregate value of the Committed Shares and the Committed Proceeds, when viewed immediately prior to giving effect to such election by the Individual and such election by such Entity, unchanged’s Obligations.

Commitment. This letter Each Investor hereby commits, subject to the terms and conditions set forth herein, that at or prior to the Closing, such Investor shall purchase, or cause the purchase of, the percentage amount of the total shares of common stock of Parent set forth opposite such Investor’s name in column 2 (Percentage) of Schedule A attached hereto for the amount of cash set forth opposite its name in column 3 (Total Commitment) of Schedule A attached hereto (the aggregate amount paid by each Investor, the “Commitment”, and the aggregate amount paid by all the Investors, the “Commitments”), which amount shall be used by Parent, together with the cash funds provided pursuant to the other equity commitment letters (the “Letter AgreementCash Commitments”, and the shares of Common Stock, Company Options and Company RSU Awards to be contributed to Parent by the Rollover Investors pursuant to the Rollover Contribution Agreements, the “Company Equity Commitments”) will confirm for contemplated by the benefit of BuyerMerger Agreement and executed concurrently herewith (such other Cash Commitments and Company Equity Commitments, the commitment of Takuan, LLC, a North Carolina limited liability company (“TakuanOther Equity Commitments”), solely for the Xxx X./Xxxx X. Xxxx Generation Skipping Trust (purpose of allowing Parent to fund, to the “Trust” extent necessary, a portion of the amounts payable by Parent at the Closing pursuant to, and together with Takuanin accordance with, the “Entities”) Merger Agreement, on the terms and J. Xxxx Xxxx (subject to the “Individual” and together with the Entities, the “Undersigned”), to subscribe for Class L and Class A common stock conditions of Buyer (“Subscribed Shares”) for aggregate consideration consisting of (a) the number of Shares set forth on Schedule A (the “Committed Shares”) and (b) proceeds from the Merger with an aggregate value as set forth on Schedule A (the “Committed Proceeds”)Agreement, and related costs and expenses of Parent; provided, however, that the Undersigned shall notno Investor shall, under any circumstances, be obligated to contribute to, purchase equity or debt of or otherwise provide funds to Buyer other Parent at any time more than the contribution amount of the Committed Shares and Committed ProceedsCommitment set forth opposite its name in column 3 (Total Commitment) of Schedule A attached hereto; provided, further, that in the event the aggregate Merger Consideration, as the same exists as amount of liability of the date hereof pursuant to Investors under this letter agreement shall at no time exceed the Merger Agreement, is reduced aggregate amount set forth opposite the names of the Investors in column 3 (pursuant to Total Commitment) in Schedule A attached hereto. Each Investor may effect the purchase of shares of common stock of Parent directly or indirectly through one or more amendmentsaffiliated entities; provided, restatements or other modifications to the Merger Agreement) by less than Pioneer Parent, Inc. August 4, 2014 five percent (5%), the Undersigned, in their sole discretion, may elect (by delivery of written notice to Buyer not later than three (3) Business Days prior to the consummation of the Merger in accordance with the terms of the Merger Agreement) to that no such action shall reduce the aggregate consideration represented by the Committed Shares and the Committed Proceeds which is subject to the Commitment (as defined below) by a percentage up to, but which does not exceed, such percentage reduction in the aggregate Merger Consideration. The value of the Committed Shares and Committed Proceeds shall be used to purchase the Subscribed Shares at the same per share price and in the same proportions as the Equity Investors are acquiring Class L and Class A common stock of Buyer. The obligation of the Undersigned to fund the Committed Shares and Committed Proceeds (the “Commitment”) is subject to (i) the terms of this Letter Agreement and (ii) the substantially concurrent consummation of the Merger in accordance with the terms of the Merger Agreement. It is understood and agreed that the Individual shall be permitted to reduce the number of his Committed Shares and/or the amount of his Committed Proceeds as such Investor’s Commitment or otherwise affect the Individual obligations of such Investor under this letter agreement. The amount of the Commitments to be funded under this letter agreement may determine be reduced solely to the extent that Parent does not require all of the Commitments and the Other Equity Commitments to pay the amounts payable by Parent at the Closing pursuant to, and in his sole discretion accordance with, the Merger Agreement (provided and any related costs and expenses of Parent) by reason of Parent having obtained funds from other sources; provided, that if Parent does not require all of the Individual electsCommitments and the Other Equity Commitments in order to pay the amounts payable by Parent at the Closing pursuant to, by delivery of written notice to Buyerand in accordance with, to make the Merger Agreement (and any related costs and expenses), any such reduction not later than three (3) Business Days prior to in equity financing shall be applied pro rata among the consummation of the Merger in accordance with the terms of the Merger Agreement), so long as in connection therewith either or both of the Entities elects (by delivery of contemporaneous written notice to Buyer) to increase the number of its Committed Shares by the number necessary, after giving effect to such election by the Individual and such election by such Entity, to render the collective aggregate value of the Committed Shares Commitments and the Committed Proceeds, when viewed immediately Other Equity Commitments based on the amount of each respective commitment prior to giving effect to any such election reduction; and provided, further, that the amount of the Commitment to be funded by each Investor shall not be reduced by more than 5% without such Investor’s consent. For the Individual avoidance of doubt, the Commitment is payable only at the Closing upon written notice from Parent to the Investors of the satisfaction of the conditions set forth in Section 2(a) hereof (such conditions, the “Conditions,” and such election by notice the “Parent Notice”) and only for the uses described above, and the Commitment shall not be payable at any other time, under any other circumstance or for any other purpose. Parent may direct the Investors to pay the Commitment to a parent entity of Parent; provided that such Entity, unchangedparent entity has agreed in writing that it will pay the Commitment to Parent immediately upon the receipt of such payment (which agreement shall be reasonably satisfactory to the Company and shall not be amended without the approval of the Company). Parent hereby agrees to deliver the Parent Notice promptly (and in any event within one (1) calendar day) following the satisfaction of the Conditions.

Commitment. This letter confirms the several, and not joint, commitment of each of the Investors, subject to the conditions set forth herein, to purchase (or cause to be purchased) a portion of the equity of Parent as of the Effective Time (the “Letter AgreementSubject Equity Securities”) will confirm for an aggregate purchase price equal to the benefit sum of Buyer(x) the dollar commitment set forth next to such Investor’s name on Schedule A hereto, (y) if the commitment amount borrowed by Parent at the closing pursuant to the Debt Financing is less than $155,000,000 for any reason, such Investor’s pro rata share (based on the dollar commitments set forth in Schedule A) of Takuanthe lesser of (A) $21,900,000 and (B) the amount, LLCif any, by which the aggregate amount borrowed by Parent at the closing pursuant to the Debt Financing is less than $155,000,000, and (z) if the amount borrowed by Parent at the closing pursuant to the Debt Financing is less than $133,100,000 solely due to a North Carolina limited liability company reduction in the commitments of the lenders under the Debt Financing in accordance with the last sentence of Section 1 of the Debt Commitment Letter (“Takuan”as in effect as of the date hereof), such Investor’s pro rata share (based on the Xxx X./Xxxx X. Xxxx Generation Skipping Trust dollar commitments set forth in Schedule A) of the aggregate amount by which the Debt Financing is reduced in accordance with the last sentence of Section 1 of the Debt Commitment Letter (as in effect as of the “Trust” and together with Takuandate hereof) (such sum, the “EntitiesCommitment”) solely for the purpose of funding, and J. Xxxx Xxxx (to the “Individual” extent necessary to fund, the aggregate Merger Consideration, aggregate Option Consideration and together aggregate Restricted Stock Consideration and any other amounts required to be paid in connection with the Entities, the “Undersigned”), Merger pursuant to subscribe for Class L and Class A common stock of Buyer (“Subscribed Shares”) for aggregate consideration consisting of (a) the number of Shares set forth on Schedule A (the “Committed Shares”) and (b) proceeds from in accordance with the Merger with an aggregate value as set forth on Schedule A Agreement and to pay related expenses, provided that none of the Investors (the “Committed Proceeds”); provided, however, that the Undersigned shall notor its permitted assignees) shall, under any circumstances, be obligated to contribute topurchase any equity of Parent for a purchase price in excess of its respective Commitment, purchase equity or debt of or otherwise provide funds to Buyer other than the contribution of the Committed Shares and Committed Proceeds; provided, further, that each Investor may fund the portion of its Commitment described in clause (y) above in the form of unsecured loans to the extent the Company is permitted to incur such loans (and on terms to be mutually agreed). For the avoidance of doubt, Parent’s agreement in clause (z) of the previous sentence to increase its Commitment in the event of a reduction in the aggregate Merger Consideration, Debt Financing shall not be construed as any evidence of whether the same exists as of the date hereof pursuant to the Merger Agreement, is reduced conditions precedent set forth in clause (pursuant to one a)(ii) below or more amendments, restatements or other modifications to the Merger Agreement) by less than Pioneer Parent, Inc. August 4, 2014 five percent (5%), the Undersigned, in their sole discretion, may elect (by delivery of written notice to Buyer not later than three (3) Business Days prior to the consummation Section 6.2 of the Merger in accordance with the terms of the Merger Agreement) to reduce the aggregate consideration represented by the Committed Shares and the Committed Proceeds which is subject to the Commitment (as defined below) by a percentage up to, but which does not exceed, such percentage reduction in the aggregate Merger Consideration. The value of the Committed Shares and Committed Proceeds shall be used to purchase the Subscribed Shares at the same per share price and in the same proportions as the Equity Investors are acquiring Class L and Class A common stock of BuyerAgreement have been satisfied. The obligation of each of the Undersigned Investors (or its assignees) to fund the Committed Shares and Committed Proceeds Commitment (the “Commitment”a) is subject to (i) the terms of this Letter Agreement and letter, (ii) the substantially concurrent consummation satisfaction or waiver by Parent (which waiver by Parent must have been consented to by each of the Merger in accordance Investors) of all conditions precedent to Parent’s and Xxxxxx Sub’s obligations to effect the Closing and (iii) the substantially simultaneous closing of the financing under the Debt Commitment Letters and (b) subject to the foregoing clause (a), will occur contemporaneous with the terms Closing and the simultaneous issuance to each of the Investors of the Subject Equity Securities. The amount to be funded under this Agreement will be reduced in the manner designated by the Sponsor (as defined below) in the event that Parent does not require all of the equity financing with respect to which the Investors have made their Commitments in order to consummate the transactions contemplated by the Merger Agreement. It is understood and agreed that the Individual shall be permitted to reduce the number of his Committed Shares and/or the amount of his Committed Proceeds as the Individual may determine in his sole discretion (provided that the Individual elects, by delivery of written notice to Buyer, to make such reduction not later than three (3) Business Days prior to the consummation of the Merger in accordance with the terms of the Merger Agreement), so long as in connection therewith either or both of the Entities elects (by delivery of contemporaneous written notice to Buyer) to increase the number of its Committed Shares by the number necessary, after giving effect to such election by the Individual and such election by such Entity, to render the collective aggregate value of the Committed Shares and the Committed Proceeds, when viewed immediately prior to giving effect to such election by the Individual and such election by such Entity, unchanged.

Commitment. This letter Mill Road Capital II, L.P. (“Sponsor”) hereby commits, subject to the terms and conditions set forth herein, that, upon the Acceptance Time and at the Closing (as applicable), it shall purchase, or shall cause the purchase of, equity interests of Parent for an aggregate amount equal to the total amount resulting from (i) the aggregate amount that Acquisition Sub becomes obligated to pay for any Company Shares that Acquisition Sub becomes obligated to purchase at the Acceptance Time (the “Letter Agreement”) will confirm for the benefit of Buyer, the commitment of Takuan, LLC, a North Carolina limited liability company (“TakuanOffer Consideration”), subject to all terms and conditions of the Xxx X./Xxxx X. Xxxx Generation Skipping Trust Offer, plus (ii) the “Trust” aggregate amount of the Exchange Fund, plus (iii) the aggregate amount of the payment obligations of the Surviving Corporation under Sections 3.7(d) and together with Takuan3.7(e) of the Merger Agreement, minus (iv) $75 million (representing anticipated Debt Financing), and minus (v) the Company’s cash and short term marketable securities as of the Effective Time (collectively, the “Entities”) and J. Xxxx Xxxx (the “Individual” and together with the Entities, the “UndersignedCommitment”), solely for the purpose of funding, and to subscribe for Class L the extent necessary to fund, a portion of the aggregate Offer Consideration and Class A common stock of Buyer (“Subscribed Shares”) for aggregate consideration consisting of (a) the number of Shares set forth on Schedule A (the “Committed Shares”) Merger Consideration pursuant to and (b) proceeds from in accordance with the Merger Agreement, together with an aggregate value as set forth on Schedule A (the “Committed Proceeds”)related expenses; provided, however, that the Undersigned Sponsor shall not, under any circumstances, be obligated to contribute to, purchase equity or debt of of, or otherwise provide funds to Buyer other than the contribution Parent or Acquisition Sub in any amount in excess of the Committed Shares and Committed Proceeds; providedCommitment. Sponsor may meet its obligation to fund the Commitment directly or 000 Xxxxxxxxx Xxxxxx, furtherXxxxx Xxx, Xxxxxxxxx, XX 00000 (203) 987-3500 MRSK Hold Co. [DATE], 2016 indirectly through one or more of Sponsor’s Affiliates, or together with certain other Persons that in the event the aggregate Merger Considerationare “accredited investors” (as such term is defined under Rule 501 of Regulation D, as promulgated by the same exists as of the date hereof Securities and Exchange Commission pursuant to the Merger AgreementSecurities Act), is as selected by Sponsor, in its sole discretion. The amount of the Commitment to be funded under this commitment letter simultaneous with Acceptance Time or the Closing (as applicable) may be reduced (pursuant to one or more amendments, restatements or other modifications in an amount specified by Parent but only to the Merger Agreementextent that Parent has consummated the Offer or the Closing (as applicable) as contemplated by less than Pioneer Parent, Inc. August 4, 2014 five percent (5%), the Undersigned, in their sole discretion, may elect (by delivery of written notice to Buyer not later than three (3) Business Days prior to the consummation of the Merger Agreement with Sponsor contributing, or causing to be contributed in accordance with this Section 1, less than the terms full amount of the Merger Agreement) to reduce the aggregate consideration represented by the Committed Shares and the Committed Proceeds which is subject to the Commitment (as defined below) by a percentage up to, but which does not exceed, such percentage reduction in the aggregate Merger Consideration. The value of the Committed Shares and Committed Proceeds shall be used to purchase the Subscribed Shares at the same per share price and in the same proportions as the Equity Investors are acquiring Class L and Class A common stock of Buyer. The obligation of the Undersigned to fund the Committed Shares and Committed Proceeds (the “Commitment”) is subject to (i) the terms of this Letter Agreement and (ii) the substantially concurrent consummation of the Merger in accordance with the terms of the Merger Agreement. It is understood and agreed that the Individual shall be permitted to reduce the number of his Committed Shares and/or the amount of his Committed Proceeds as the Individual may determine in his sole discretion (provided that the Individual elects, by delivery of written notice to Buyer, to make such reduction not later than three (3) Business Days prior to the consummation of the Merger in accordance with the terms of the Merger Agreement), so long as in connection therewith either or both of the Entities elects (by delivery of contemporaneous written notice to Buyer) to increase the number of its Committed Shares by the number necessary, after giving effect to such election by the Individual and such election by such Entity, to render the collective aggregate value of the Committed Shares and the Committed Proceeds, when viewed immediately prior to giving effect to such election by the Individual and such election by such Entity, unchanged.

Commitment. This letter (the “Letter Agreement”) will confirm for the benefit of Buyer, confirms the commitment of Takuanthe Equity Investor, LLCsubject to the conditions set forth herein, a North Carolina limited liability company to purchase (or cause an assignee permitted by the terms of Section 4(a) hereof to purchase) at Closing, for an aggregate purchase price paid in immediately available United States Dollars equal to $105,000,000.00 (such commitment, the “TakuanEquity Commitment”), common equity interests of Parent as of the Xxx X./Xxxx X. Xxxx Generation Skipping Trust Closing (the “Trust” and together with Takuancollectively, the “EntitiesSubject Equity Securities”) and J. Xxxx Xxxx (), solely for the “Individual” and purposes of enabling Parent, directly or indirectly, to fund, together with the Entitiesproceeds of the other equity commitment letters (collectively, the “Undersigned”), to subscribe for Class L and Class A common stock of Buyer (“Subscribed SharesOther Equity Commitments”) for aggregate consideration consisting from other investors (each, an “Other Equity Investor”) to Parent of even date herewith (a) the number of Shares set forth on Schedule A (each, as amended from time to time, an “Other Equity Commitment Letter” and collectively, the “Committed SharesOther Equity Commitment Letters”) and or, in any such case, replacement or alternative financing therefor, (bx) proceeds from the Merger with an aggregate value as set forth on Schedule A (the “Committed Proceeds”); provided, however, that the Undersigned shall not, under any circumstances, be obligated to contribute to, purchase equity or debt of or otherwise provide funds to Buyer other than the contribution payment of the Committed Shares and Committed Proceeds; provided, further, that in the event the aggregate Per Share Merger Consideration, as the same exists as Consideration under Article IV of the date hereof pursuant to the Merger Agreement, is reduced (pursuant to one or more amendmentsy) all amounts payable in respect of Company Stock Options, restatements or other modifications to Company RSUs and Company PSUs under Article IV of the Merger AgreementAgreement and (z) by less than Pioneer Parent, Inc. August 4, 2014 five percent (5%), the Undersignedrelated fees and expenses, in their sole discretioneach case, may elect (by delivery of written notice to Buyer not later than three (3) Business Days prior to be paid in connection with the consummation of the transactions contemplated by the Merger Agreement and pursuant to and in accordance with the terms Merger Agreement (clauses (x), (y) and (z), collectively, the “Transaction Costs”), and not for any other purpose, it being understood that the Equity Investor (together with his, her or its permitted assigns) shall not under any circumstances be obligated to purchase any equity interests of, or make any other payment to or investment in, Parent other than the purchase of the Merger Agreement) Subject Equity Securities pursuant to reduce the terms hereof for a purchase price not to exceed the Equity Commitment, and the aggregate consideration represented by the Committed Shares and the Committed Proceeds which is subject to the Commitment (as defined below) by a percentage up to, but which does not exceed, such percentage reduction in the aggregate Merger Consideration. The value liability of the Committed Shares and Committed Proceeds Equity Investor hereunder shall be used to purchase the Subscribed Shares at the same per share price and in the same proportions as the Equity Investors are acquiring Class L and Class A common stock of Buyer. The obligation of the Undersigned to fund the Committed Shares and Committed Proceeds (the “Commitment”) is subject to (i) the terms of this Letter Agreement and (ii) the substantially concurrent consummation of the Merger in accordance with the terms of the Merger Agreement. It is understood and agreed that the Individual shall be permitted to reduce the number of his Committed Shares and/or not exceed the amount of his Committed Proceeds as the Individual may determine in his sole discretion (provided that the Individual elects, by delivery of written notice to Buyer, to make such reduction not later than three (3) Business Days prior to the consummation of the Merger in accordance with the terms of the Merger Agreement), so long as in connection therewith either or both of the Entities elects (by delivery of contemporaneous written notice to Buyer) to increase the number of its Committed Shares by the number necessary, after giving effect to such election by the Individual and such election by such Entity, to render the collective aggregate value of the Committed Shares and the Committed Proceeds, when viewed immediately prior to giving effect to such election by the Individual and such election by such Entity, unchangedEquity Commitment.

Commitment. This letter Lender hereby agrees to make loans (each an “Advance”) to Borrower, subject to the conditions stated in Section 2 hereof, up to an aggregate principal amount of Ten Million Dollars ($10,000,000), which shall be disbursed by Lender to Borrower in five traunches on the respective “Funding Dates” as set forth in Exhibit A. The obligation of Lender to make Advances to Borrower shall terminate on April 1, 2010 (the “Letter Agreement”) will confirm for the benefit of Buyer, the commitment of Takuan, LLC, a North Carolina limited liability company (“Takuan”), the Xxx X./Xxxx X. Xxxx Generation Skipping Trust (the “Trust” and together with Takuan, the “Entities”) and J. Xxxx Xxxx (the “Individual” and together with the Entities, the “Undersigned”), to subscribe for Class L and Class A common stock of Buyer (“Subscribed Shares”) for aggregate consideration consisting of (a) the number of Shares set forth on Schedule A (the “Committed Shares”) and (b) proceeds from the Merger with an aggregate value as set forth on Schedule A (the “Committed ProceedsFunding Commitment Termination Date”); provided, however, that Lender shall have no obligation to make any further Advances following the Undersigned shall notoccurrence of any Event of Default (as hereinafter defined). In consideration of Lender’s commitment to loan up to aggregate principal amount of Ten Million Dollars ($10,000,000) to Borrower, under any circumstances, be obligated to contribute to, purchase equity or debt of or otherwise provide funds to Buyer other than simultaneously with the contribution funding of the Committed Shares and Committed Proceeds; providedinitial Advance under this Credit Agreement, furtherBorrower shall issue a warrant to purchase shares of Borrower’s common stock, that $0.001 par value per share (“Common Stock”), in the event form attached hereto as Exhibit B (the aggregate Merger Consideration, as the same exists as “Warrant”). Subject to receipt of stockholder approval of the date hereof pursuant to increase in the Merger Agreement, is reduced (pursuant to one or more amendments, restatements or other modifications to the Merger Agreementnumber of authorized shares of Common Stock as contemplated by Section 10(b) by less than Pioneer Parent, Inc. August 4, 2014 five percent (5%)below, the UndersignedWarrant shall be exercisable for a total of 500,000,000 shares of Common Stock, in their sole discretion, may elect (by delivery less the total number of written notice to Buyer not later than three (3) Business Days prior to the consummation shares issued or issuable upon conversion of the Merger in accordance with the terms of the Merger Agreement) to reduce the aggregate consideration represented by the Committed Shares and the Committed Proceeds which is subject to the Commitment Note (as defined below) by a percentage up toas of the Funding Commitment Termination Date, but which does not exceedat an exercise price of $0.02 per share of Common Stock, such percentage reduction subject to adjustment as provided in the aggregate Merger ConsiderationWarrant. The value shares issuable upon exercise of the Committed Shares and Committed Proceeds shall be used Warrant are referred to purchase the Subscribed Shares at the same per share price and in the same proportions as the Equity Investors are acquiring Class L and Class A common stock of Buyer. The obligation of the Undersigned to fund the Committed Shares and Committed Proceeds (herein collectively as, the “CommitmentWarrant Shares.”) is subject to (i) the terms of this Letter Agreement and (ii) the substantially concurrent consummation of the Merger in accordance with the terms of the Merger Agreement. It is understood and agreed that the Individual shall be permitted to reduce the number of his Committed Shares and/or the amount of his Committed Proceeds as the Individual may determine in his sole discretion (provided that the Individual elects, by delivery of written notice to Buyer, to make such reduction not later than three (3) Business Days prior to the consummation of the Merger in accordance with the terms of the Merger Agreement), so long as in connection therewith either or both of the Entities elects (by delivery of contemporaneous written notice to Buyer) to increase the number of its Committed Shares by the number necessary, after giving effect to such election by the Individual and such election by such Entity, to render the collective aggregate value of the Committed Shares and the Committed Proceeds, when viewed immediately prior to giving effect to such election by the Individual and such election by such Entity, unchanged.

Commitment. This Xxxx Xxxxxx (“Investor”) is pleased to advise you that Investor, on behalf of itself (and one or more of its Investor Assignees (as defined below), if applicable), hereby irrevocably commits and agrees to make a capital contribution to Parent, at or substantially concurrently with the Closing, in accordance with the terms and subject to the conditions set forth in this letter agreement (this “Agreement”), directly or indirectly, in an aggregate value equal to $933,228.50 (the “Commitment”), subject to reduction as set forth in this Section 1. Investor’s Commitment may be satisfied, in Investor’s sole discretion, by (i) a cash contribution to Parent by, or on behalf of, Investor, (ii) a contribution to Parent of shares of Class A common stock, par value $0.0001 per share, of the Company (the “Company Class A Shares”) held by Investor or its Affiliates as of immediately prior to the Closing, or (iii) a combination of the foregoing. For purposes of determining the value of Investor’s contribution pursuant to the foregoing clauses (ii) and (iii), including determining whether the Commitment has been satisfied, each Company Class A Share contributed by Investor shall be ascribed a value equal to the Merger Consideration. At least three (3) business days prior to the Closing, Investor shall deliver to Parent an election notice in the form of Exhibit A attached hereto (the “Election Notice”), specifying the portion of the Commitment that will be satisfied pursuant to each of the foregoing clauses (i) through (iii). The cash proceeds of the Commitment, if any, together with the cash proceeds of the capital contributions made to Parent pursuant to the other Equity Commitment Letters (the “Signing Equity Commitment Letters”) and Debt Commitment Letter (the “Debt Commitment Letter”) delivered to Parent by certain other investors (the “Signing Investors”) as of the date hereof and the Interim Commitment Letters (as defined below) shall be used by Parent for one or more of the following purposes, and not for any other purpose whatsoever: (i) to satisfy Parent’s and Merger Sub’s payment obligations under the Merger Agreement and the expenses of Parent, Xxxxxx Sub, Xxxxx X. Xxxx, and Dr. Xxxx Xxxxxx required to be reimbursed by the Company pursuant to that certain Interim Investors’ Agreement, dated as of the date hereof, by and among Parent, Merger Sub, Investor, and the Other Investors (the “Interim Investors’ Agreement”) will confirm for (the benefit of Buyerpayments in this clause (i), collectively, the commitment of Takuan, LLC, a North Carolina limited liability company (“TakuanClosing Payments”), (ii) after the Xxx X./Xxxx X. Xxxx Generation Skipping Trust Closing, for working capital and general corporate purposes of Parent and its Subsidiaries, or (iii) for the purposes of financing cash shortfalls at the Company during the period between the date hereof and the Closing or as otherwise necessary to consummate the Transactions. The value of the Commitment (a) may be reduced by Parent by written notice prior to the Closing only in accordance with the terms of the Investor Investors’ Agreement, and only so long as Parent shall have, assuming the receipt of all proceeds under this Agreement, the applicable Signing Equity Commitment Letters, the Debt Commitment Letter, and any other financing commitments delivered to Parent on or after the date hereof (the “Trust” and together with Takuan, the “Entities”) and J. Xxxx Xxxx (the “IndividualInterim Commitment Letters” and together with the EntitiesSigning Equity Commitment Letters and the Debt Commitment Letter, the “UndersignedOther Commitment Letters”, and the commitment parties to the Interim Commitment Letters, the “Interim Investors” and together with the Signing Investors, the “Other Investors”) in a form consented to by the Company in writing (such consent not to be unreasonably withheld, conditioned, or delayed), sufficient funds to subscribe for Class L and Class A common stock of Buyer (“Subscribed Shares”) for aggregate consideration consisting of (a) satisfy the number of Shares set forth on Schedule A (the “Committed Shares”) Closing Payments in full and (b) proceeds from shall be reduced automatically in an amount equal to any indebtedness funded by Investor to the Merger Company after the date hereof, including, without limitation, pursuant to any Interim Commitment Letter, if any. At the Closing, Investor, together with an aggregate value as set forth on Schedule any Investor Assignee, shall, in the aggregate, have sufficient means (whether through a cash contribution or rollover of Company Class A (Shares) to make a capital contribution in the “Committed Proceeds”); provided, however, that amount of the Undersigned shall notCommitment. None of Investor nor any Investor Assignee shall, under any circumstancescircumstance, be obligated to (or be obligated to cause any other Person to), directly or indirectly, contribute to, purchase equity or debt of from, make an investment in or otherwise provide funds or assets to Buyer Parent or any other than the contribution Person pursuant to this Agreement in excess of the Committed Shares and Committed Proceeds; provided, further, Commitment (it being understood that in the event the aggregate Merger Consideration, as the same exists as nothing herein shall be deemed to limit or otherwise impair any of the date hereof Investor’s commitments or obligations pursuant to the Merger Warrant Exchange Agreement or the Noteholder Conversion Agreement). Notwithstanding anything to the contrary set forth in this Agreement, is reduced (pursuant to one or more amendments, restatements or other modifications to in no event shall the Merger Agreement) by less than Pioneer Parent, Inc. August 4, 2014 five percent (5%), cumulative liability of Investor and any Investor Affiliate under this Agreement exceed the Undersigned, in their sole discretion, may elect (by delivery of written notice to Buyer not later than three (3) Business Days prior to the consummation of the Merger in accordance with the terms of the Merger Agreement) to reduce the aggregate consideration represented by the Committed Shares and the Committed Proceeds which is subject to the Commitment (as defined below) by a percentage up to, but which does not exceed, such percentage reduction in the aggregate Merger Consideration. The value of the Committed Shares and Committed Proceeds shall be used to purchase the Subscribed Shares at the same per share price and in the same proportions as the Equity Investors are acquiring Class L and Class A common stock of Buyer. The obligation of the Undersigned to fund the Committed Shares and Committed Proceeds (the “Commitment”) is subject to (i) the terms of this Letter Agreement and (ii) the substantially concurrent consummation of the Merger in accordance with the terms of the Merger Agreement. It is understood and agreed that the Individual shall be permitted to reduce the number of his Committed Shares and/or the amount of his Committed Proceeds as the Individual may determine in his sole discretion (provided that the Individual elects, by delivery of written notice to Buyer, to make such reduction not later than three (3) Business Days prior to the consummation of the Merger in accordance with the terms of the Merger Agreement), so long as in connection therewith either or both of the Entities elects (by delivery of contemporaneous written notice to Buyer) to increase the number of its Committed Shares by the number necessary, after giving effect to such election by the Individual and such election by such Entity, to render the collective aggregate value of the Committed Shares and the Committed Proceeds, when viewed immediately prior to giving effect to such election by the Individual and such election by such Entity, unchanged.

Commitment. This letter On the terms and subject to the conditions of this Agreement, each Lender severally agrees to make its portion of a term loan (the “Letter AgreementInitial Loan”) will confirm for on the benefit Funding Date in an amount equal to (but not less than) such Lender’s Initial Commitment Amount. On the terms and subject to the conditions of Buyerthis Agreement, the commitment each Lender severally agrees to make its portion of Takuan, LLC, a North Carolina limited liability company (“Takuan”), the Xxx X./Xxxx X. Xxxx Generation Skipping Trust term loan (the “Trust” and together with Takuan, the “EntitiesFirst Delayed Draw Loan”) on the First Delayed Draw Funding Date in an amount equal to (but not less than) such Xxxxxx’s First Delayed Draw Commitment Amount. On the terms and J. Xxxx Xxxx subject to the conditions of this Agreement, each Lender severally agrees to make its portion of a term loan (the “Individual” and together with the Entities, the “Undersigned”), to subscribe for Class L and Class A common stock of Buyer (“Subscribed SharesSecond Delayed Draw Loan”) for aggregate consideration consisting on the Second Delayed Draw Funding Date in an amount equal to (but not less than) such Xxxxxx’s Second Delayed Draw Commitment Amount. On the terms and subject to the conditions of (a) the number this Agreement, each Lender severally agrees to make its portion of Shares set forth on Schedule A a term loan (the “Committed SharesThird Delayed Draw Loan”) on the Third Delayed Draw Funding Date in an amount equal to (but not less than) such Xxxxxx’s Third Delayed Draw Commitment Amount. Subject to the occurrence of the Fifth Amendment Effective Date, and (b) proceeds from on the Merger with an aggregate value as set forth on Schedule A terms and subject to the conditions of this Agreement, each Lender severally agrees to make its portion of a term loan (the “Committed ProceedsFourth Delayed Draw Loan”); provided, however, that ) on the Undersigned shall not, under any circumstances, be obligated Fifth Amendment Effective Date in an amount equal to contribute to, purchase equity or debt of or otherwise provide funds (but not less than) such Xxxxxx’s Fourth Delayed Draw Commitment Amount. Subject to Buyer other than the contribution occurrence of the Committed Shares Fifth Amendment Effective Date, and Committed Proceeds; provided, further, that in the event the aggregate Merger Consideration, as the same exists as of the date hereof pursuant to the Merger Agreement, is reduced (pursuant to one or more amendments, restatements or other modifications to the Merger Agreement) by less than Pioneer Parent, Inc. August 4, 2014 five percent (5%), the Undersigned, in their sole discretion, may elect (by delivery of written notice to Buyer not later than three (3) Business Days prior to the consummation of the Merger in accordance with on the terms of the Merger Agreement) to reduce the aggregate consideration represented by the Committed Shares and the Committed Proceeds which is subject to the Commitment (as defined below) by conditions of this Agreement, each Lender severally agrees to make its portion of a percentage up to, but which does not exceed, such percentage reduction in the aggregate Merger Consideration. The value of the Committed Shares and Committed Proceeds shall be used to purchase the Subscribed Shares at the same per share price and in the same proportions as the Equity Investors are acquiring Class L and Class A common stock of Buyer. The obligation of the Undersigned to fund the Committed Shares and Committed Proceeds term loan (the “CommitmentFifth Delayed Draw Loan”) is on the Fifth Delayed Draw Funding Date in an amount equal to (but not less than) such Xxxxxx’s Fifth Delayed Draw Commitment Amount. Subject to the occurrence of the Seventh Amendment Effective Date, and on the terms and subject to the conditions of this Agreement, each Lender severally agrees to make its portion of a term loan (ithe “Sixth Delayed Draw Loan”) on the Sixth Delayed Draw Funding Date in an amount equal to (but not less than) such Xxxxxx’s Sixth Delayed Draw Commitment Amount. Subject to the occurrence of the Seventh Amendment Effective Date, and on the terms and subject to the conditions of this Letter Agreement and (ii) the substantially concurrent consummation of the Merger in accordance with the terms of the Merger Agreement. It is understood and agreed that the Individual shall be permitted to reduce the number of his Committed Shares and/or the amount of his Committed Proceeds as the Individual may determine in his sole discretion (provided that the Individual elects, by delivery of written notice to Buyer, each Lender severally agrees to make its portion of a term loan (the “Seventh Delayed Draw Loan”) on the Seventh Delayed Draw Funding Date in an amount equal to (but not less than) such reduction not later than three (3) Business Days prior Xxxxxx’s Seventh Delayed Draw Commitment Amount. No amounts paid or prepaid with respect to the consummation of the Merger in accordance with the terms of the Merger Agreement), so long as in connection therewith either or both of the Entities elects (by delivery of contemporaneous written notice to Buyer) to increase the number of its Committed Shares by the number necessary, after giving effect to such election by the Individual and such election by such Entity, to render the collective aggregate value of the Committed Shares and the Committed Proceeds, when viewed immediately prior to giving effect to such election by the Individual and such election by such Entity, unchangedLoans may be reborrowed.

Commitment. This letter (the “Letter Agreement”) will confirm for the benefit of Buyer, confirms the commitment of Takuanthe Equity Investor, LLCsubject to the conditions set forth herein, a North Carolina limited liability company to purchase (or cause an assignee permitted by the terms of Section 4(a) hereof to purchase) at Closing, for an aggregate purchase price paid in immediately available United States Dollars equal to $30,000,000.00 (such commitment, the “TakuanEquity Commitment”), common equity interests of Parent as of the Xxx X./Xxxx X. Xxxx Generation Skipping Trust Closing (the “Trust” and together with Takuancollectively, the “EntitiesSubject Equity Securities”) and J. Xxxx Xxxx (), solely for the “Individual” and purposes of enabling Parent, directly or indirectly, to fund, together with the Entitiesproceeds of the other equity commitment letters (collectively, the “Undersigned”), to subscribe for Class L and Class A common stock of Buyer (“Subscribed SharesOther Equity Commitments”) for aggregate consideration consisting from other investors (each, an “Other Equity Investor”) to Parent of even date herewith (a) the number of Shares set forth on Schedule A (each, as amended from time to time, an “Other Equity Commitment Letter” and collectively, the “Committed SharesOther Equity Commitment Letters”) and or, in any such case, replacement or alternative financing therefor, (bx) proceeds from the Merger with an aggregate value as set forth on Schedule A (the “Committed Proceeds”); provided, however, that the Undersigned shall not, under any circumstances, be obligated to contribute to, purchase equity or debt of or otherwise provide funds to Buyer other than the contribution payment of the Committed Shares and Committed Proceeds; provided, further, that in the event the aggregate Per Share Merger Consideration, as the same exists as Consideration under Article IV of the date hereof pursuant to the Merger Agreement, is reduced (pursuant to one or more amendmentsy) all amounts payable in respect of Company Stock Options, restatements or other modifications to Company RSUs and Company PSUs under Article IV of the Merger AgreementAgreement and (z) by less than Pioneer Parent, Inc. August 4, 2014 five percent (5%), the Undersignedrelated fees and expenses, in their sole discretioneach case, may elect (by delivery of written notice to Buyer not later than three (3) Business Days prior to be paid in connection with the consummation of the transactions contemplated by the Merger Agreement and pursuant to and in accordance with the terms Merger Agreement (clauses (x), (y) and (z), collectively, the “Transaction Costs”), and not for any other purpose, it being understood that the Equity Investor (together with his, her or its permitted assigns) shall not under any circumstances be obligated to purchase any equity interests of, or make any other payment to or investment in, Parent other than the purchase of the Merger Agreement) Subject Equity Securities pursuant to reduce the terms hereof for a purchase price not to exceed the Equity Commitment, and the aggregate consideration represented by the Committed Shares and the Committed Proceeds which is subject to the Commitment (as defined below) by a percentage up to, but which does not exceed, such percentage reduction in the aggregate Merger Consideration. The value liability of the Committed Shares and Committed Proceeds Equity Investor hereunder shall be used to purchase the Subscribed Shares at the same per share price and in the same proportions as the Equity Investors are acquiring Class L and Class A common stock of Buyer. The obligation of the Undersigned to fund the Committed Shares and Committed Proceeds (the “Commitment”) is subject to (i) the terms of this Letter Agreement and (ii) the substantially concurrent consummation of the Merger in accordance with the terms of the Merger Agreement. It is understood and agreed that the Individual shall be permitted to reduce the number of his Committed Shares and/or not exceed the amount of his Committed Proceeds as the Individual may determine in his sole discretion (provided that the Individual elects, by delivery of written notice to Buyer, to make such reduction not later than three (3) Business Days prior to the consummation of the Merger in accordance with the terms of the Merger Agreement), so long as in connection therewith either or both of the Entities elects (by delivery of contemporaneous written notice to Buyer) to increase the number of its Committed Shares by the number necessary, after giving effect to such election by the Individual and such election by such Entity, to render the collective aggregate value of the Committed Shares and the Committed Proceeds, when viewed immediately prior to giving effect to such election by the Individual and such election by such Entity, unchangedEquity Commitment.

Commitment. This SherpaVentures Fund II, LP (“Investor”) is pleased to advise you that Investor, on behalf of itself (and one or more of its Investor Assignees (as defined below), if applicable), hereby irrevocably commits and agrees to make a capital contribution to Parent, at or substantially concurrently with the Closing, in accordance with the terms and subject to the conditions set forth in this letter agreement (this “Agreement”), directly or indirectly, in an aggregate value equal to $941,291.00 (the “Commitment”), subject to reduction as set forth in this Section 1. Investor’s Commitment may be satisfied, in Investor’s sole discretion, by (i) a cash contribution to Parent by, or on behalf of, Investor, (ii) a contribution to Parent of shares of Class A common stock, par value $0.0001 per share, of the Company (the “Company Class A Shares”) held by Investor or its Affiliates as of immediately prior to the Closing, or (iii) a combination of the foregoing. For purposes of determining the value of Investor’s contribution pursuant to the foregoing clauses (ii) and (iii), including determining whether the Commitment has been satisfied, each Company Class A Share contributed by Investor shall be ascribed a value equal to the Merger Consideration. At least three (3) business days prior to the Closing, Investor shall deliver to Parent an election notice in the form of Exhibit A attached hereto (the “Election Notice”), specifying the portion of the Commitment that will be satisfied pursuant to each of the foregoing clauses (i) through (iii). The cash proceeds of the Commitment, if any, together with the cash proceeds of the capital contributions made to Parent pursuant to the other Equity Commitment Letters (the “Signing Equity Commitment Letters”) and Debt Commitment Letter (the “Debt Commitment Letter”) delivered to Parent by certain other investors (the “Signing Investors”) as of the date hereof and the Interim Commitment Letters (as defined below) shall be used by Parent for one or more of the following purposes, and not for any other purpose whatsoever: (i) to satisfy Parent’s and Merger Sub’s payment obligations under the Merger Agreement and the expenses of Parent, Mxxxxx Sub, Cxxxx X. Xxxx, and Dr. Axxx Xxxxxx required to be reimbursed by the Company pursuant to that certain Interim Investors’ Agreement, dated as of the date hereof, by and among Parent, Merger Sub, Investor, and the Other Investors (the “Interim Investors’ Agreement”) will confirm for (the benefit of Buyerpayments in this clause (i), collectively, the commitment of Takuan, LLC, a North Carolina limited liability company (“TakuanClosing Payments”), (ii) after the Xxx X./Xxxx X. Xxxx Generation Skipping Trust Closing, for working capital and general corporate purposes of Parent and its Subsidiaries, or (iii) for the purposes of financing cash shortfalls at the Company during the period between the date hereof and the Closing or as otherwise necessary to consummate the Transactions. The value of the Commitment (a) may be reduced by Parent by written notice prior to the Closing only in accordance with the terms of the Investor Investors’ Agreement, and only so long as Parent shall have, assuming the receipt of all proceeds under this Agreement, the applicable Signing Equity Commitment Letters, the Debt Commitment Letter, and any other financing commitments delivered to Parent on or after the date hereof (the “Trust” and together with Takuan, the “Entities”) and J. Xxxx Xxxx (the “IndividualInterim Commitment Letters” and together with the EntitiesSigning Equity Commitment Letters and the Debt Commitment Letter, the “UndersignedOther Commitment Letters”, and the commitment parties to the Interim Commitment Letters, the “Interim Investors” and together with the Signing Investors, the “Other Investors”) in a form consented to by the Company in writing (such consent not to be unreasonably withheld, conditioned, or delayed), sufficient funds to subscribe for Class L and Class A common stock of Buyer (“Subscribed Shares”) for aggregate consideration consisting of (a) satisfy the number of Shares set forth on Schedule A (the “Committed Shares”) Closing Payments in full and (b) proceeds from shall be reduced automatically in an amount equal to any indebtedness funded by Investor to the Merger Company after the date hereof, including, without limitation, pursuant to any Interim Commitment Letter, if any. At the Closing, Investor, together with an aggregate value as set forth on Schedule any Investor Assignee, shall, in the aggregate, have sufficient means (whether through a cash contribution or rollover of Company Class A (Shares) to make a capital contribution in the “Committed Proceeds”); provided, however, that amount of the Undersigned shall notCommitment. None of Investor nor any Investor Assignee shall, under any circumstancescircumstance, be obligated to (or be obligated to cause any other Person to), directly or indirectly, contribute to, purchase equity or debt of from, make an investment in or otherwise provide funds or assets to Buyer Parent or any other than the contribution Person pursuant to this Agreement in excess of the Committed Shares and Committed Proceeds; provided, further, Commitment (it being understood that in the event the aggregate Merger Consideration, as the same exists as nothing herein shall be deemed to limit or otherwise impair any of the date hereof Investor’s commitments or obligations pursuant to the Merger Warrant Exchange Agreement or the Noteholder Conversion Agreement). Notwithstanding anything to the contrary set forth in this Agreement, is reduced (pursuant to one or more amendments, restatements or other modifications to in no event shall the Merger Agreement) by less than Pioneer Parent, Inc. August 4, 2014 five percent (5%), cumulative liability of Investor and any Investor Affiliate under this Agreement exceed the Undersigned, in their sole discretion, may elect (by delivery of written notice to Buyer not later than three (3) Business Days prior to the consummation of the Merger in accordance with the terms of the Merger Agreement) to reduce the aggregate consideration represented by the Committed Shares and the Committed Proceeds which is subject to the Commitment (as defined below) by a percentage up to, but which does not exceed, such percentage reduction in the aggregate Merger Consideration. The value of the Committed Shares and Committed Proceeds shall be used to purchase the Subscribed Shares at the same per share price and in the same proportions as the Equity Investors are acquiring Class L and Class A common stock of Buyer. The obligation of the Undersigned to fund the Committed Shares and Committed Proceeds (the “Commitment”) is subject to (i) the terms of this Letter Agreement and (ii) the substantially concurrent consummation of the Merger in accordance with the terms of the Merger Agreement. It is understood and agreed that the Individual shall be permitted to reduce the number of his Committed Shares and/or the amount of his Committed Proceeds as the Individual may determine in his sole discretion (provided that the Individual elects, by delivery of written notice to Buyer, to make such reduction not later than three (3) Business Days prior to the consummation of the Merger in accordance with the terms of the Merger Agreement), so long as in connection therewith either or both of the Entities elects (by delivery of contemporaneous written notice to Buyer) to increase the number of its Committed Shares by the number necessary, after giving effect to such election by the Individual and such election by such Entity, to render the collective aggregate value of the Committed Shares and the Committed Proceeds, when viewed immediately prior to giving effect to such election by the Individual and such election by such Entity, unchanged.

Commitment. This letter The Investor hereby commits, subject to the terms and conditions set forth herein, that at or prior to the Closing, the Investor shall purchase, or cause the purchase of, the percentage amount of the total shares of common stock of Parent set forth opposite the Investor’s name in column 2 (Percentage) of Schedule A attached hereto for the amount of cash set forth opposite its name in column 3 (Total Commitment) of Schedule A attached hereto (the aggregate amount paid by the Investor, the “Commitment”, and the aggregate amount paid by all the Investors, the “Commitments”), which amount shall be used by Parent, together with the cash funds provided pursuant to the other equity commitment letters (the “Letter AgreementCash Commitments”, and the shares of Common Stock, Company Options and Company RSU Awards to be contributed to Parent by the Rollover Investors pursuant to the Rollover Contribution Agreements, the “Company Equity Commitments”) will confirm for contemplated by the benefit of BuyerMerger Agreement and executed concurrently herewith (such other Cash Commitments and Company Equity Commitments, the commitment of Takuan, LLC, a North Carolina limited liability company (“TakuanOther Equity Commitments”), solely for the Xxx X./Xxxx X. Xxxx Generation Skipping Trust (purpose of allowing Parent to fund, to the “Trust” extent necessary, a portion of the amounts payable by Parent at the Closing pursuant to, and together with Takuanin accordance with, the “Entities”) Merger Agreement, on the terms and J. Xxxx Xxxx (subject to the “Individual” and together with the Entities, the “Undersigned”), to subscribe for Class L and Class A common stock conditions of Buyer (“Subscribed Shares”) for aggregate consideration consisting of (a) the number of Shares set forth on Schedule A (the “Committed Shares”) and (b) proceeds from the Merger with an aggregate value as set forth on Schedule A (the “Committed Proceeds”)Agreement, and related costs and expenses of Parent; provided, however, that the Undersigned Investor shall not, under any circumstances, be obligated to contribute to, purchase equity or debt of or otherwise provide funds to Buyer other Parent at any time more than the contribution amount of the Committed Shares and Committed ProceedsCommitment set forth opposite its name in column 3 (Total Commitment) of Schedule A attached hereto; provided, further, that in the event the aggregate Merger Consideration, as the same exists as amount of liability of the date hereof pursuant to Investor under this letter agreement shall at no time exceed the Merger Agreement, is reduced aggregate amount set forth opposite the name of the Investor in column 3 (pursuant to Total Commitment) in Schedule A attached hereto. The Investor may effect the purchase of shares of common stock of Parent directly or indirectly through one or more amendmentsaffiliated entities; provided, restatements or other modifications to the Merger Agreement) by less than Pioneer Parent, Inc. August 4, 2014 five percent (5%), the Undersigned, in their sole discretion, may elect (by delivery of written notice to Buyer not later than three (3) Business Days prior to the consummation of the Merger in accordance with the terms of the Merger Agreement) to that no such action shall reduce the aggregate consideration represented by the Committed Shares and the Committed Proceeds which is subject to the Commitment (as defined below) by a percentage up to, but which does not exceed, such percentage reduction in the aggregate Merger Consideration. The value of the Committed Shares and Committed Proceeds shall be used to purchase the Subscribed Shares at the same per share price and in the same proportions as the Equity Investors are acquiring Class L and Class A common stock of Buyer. The obligation of the Undersigned to fund the Committed Shares and Committed Proceeds (the “Commitment”) is subject to (i) the terms of this Letter Agreement and (ii) the substantially concurrent consummation of the Merger in accordance with the terms of the Merger Agreement. It is understood and agreed that the Individual shall be permitted to reduce the number of his Committed Shares and/or the amount of his Committed Proceeds as the Individual Investor’s Commitment or otherwise affect the obligations of the Investor under this letter agreement. The amount of the Commitments to be funded under this letter agreement may determine not be reduced without the prior written consent of the Investor. Without limiting the foregoing, if Parent does not require all of the Commitments and the Other Equity Commitments in his sole discretion order to pay the amounts payable by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement (provided that the Individual electsand any related costs and expenses), by delivery of written notice to Buyer, to make any such reduction not later than three in equity financing shall be applied pro rata among the Commitments (3) Business Days prior if consented to the consummation of the Merger in accordance with the terms of the Merger Agreement), so long as in connection therewith either or both of the Entities elects (by delivery of contemporaneous written notice to Buyer) to increase the number of its Committed Shares by the number necessary, after giving effect to such election by the Individual and such election by such Entity, to render the collective aggregate value of the Committed Shares Investor) and the Committed Proceeds, when viewed immediately Other Equity Commitments based on the amount of each respective commitment prior to giving effect to any such election by reduction. For the Individual avoidance of doubt, the Commitment is payable only at the Closing upon written notice from Parent to the Investor of the satisfaction of the conditions set forth in Section 2(a) hereof (such conditions, the “Conditions,” and such election by notice the “Parent Notice”) and only for the uses described above, and the Commitment shall not be payable at any other time, under any other circumstance or for any other purpose. Parent may direct the Investor to pay the Commitment to a parent entity of Parent; provided that such Entity, unchangedparent entity has agreed in writing that it will pay the Commitment to Parent immediately upon the receipt of such payment (which agreement shall be reasonably satisfactory to the Company and shall not be amended without the approval of the Company). Parent hereby agrees to deliver the Parent Notice promptly (and in any event within one (1) calendar day) following the satisfaction of the Conditions.

Commitment. This letter On the terms and subject to the conditions of this Agreement, each Lender severally agrees to make its portion of a term loan (the “Letter AgreementInitial Loan”) will confirm for to the benefit of BuyerBorrower on the Closing Date in an aggregate amount equal $55,000,000 (with $52,541,120.33 funded and $2,458,879.67 as original issue discount); it being understood that, notwithstanding anything herein to the contrary, the commitment principal amount of Takuanthe Initial Loan extended by such Lender on the Closing Date shall be deemed to be equal to (but not less than) such Lender’s Initial Commitment Amount. On the terms and subject to the conditions of this Agreement, LLC, each Lender severally agrees to make its portion of a North Carolina limited liability company (“Takuan”), the Xxx X./Xxxx X. Xxxx Generation Skipping Trust term loan (the “Trust” and together with TakuanFirst Delayed Draw Loan”) to the Borrower on the First Delayed Draw Closing Date in an amount equal to (but not less than) such Xxxxxx’s First Delayed Draw Commitment Amount; provided that upon the funding of the First Delayed Draw Loan on the First Delayed Draw Closing Date, the “Entities”) First Delayed Draw Commitment Amount shall be reduced to $0. On the terms and J. Xxxx Xxxx subject to the conditions of this Agreement, each Lender severally agrees to make its portion of a term loan (the “Individual” and together with Second Delayed Draw Loan”) to the EntitiesBorrower on the Second Delayed Draw Closing Date in an amount equal to (but not less than) such Xxxxxx’s Second Delayed Draw Commitment Amount designated on the Loan Request; provided that upon the funding of the Second Delayed Draw Loan on the Second Delayed Draw Closing Date, the “Undersigned”), Second Delayed Draw Commitment Amount shall be reduced to subscribe for Class L and Class A common stock of Buyer (“Subscribed Shares”) for aggregate consideration consisting of (a) the number of Shares set forth on Schedule A (the “Committed Shares”) and (b) proceeds from the Merger $0. No amounts paid or prepaid with an aggregate value as set forth on Schedule A (the “Committed Proceeds”); provided, however, that the Undersigned shall not, under any circumstances, be obligated to contribute to, purchase equity or debt of or otherwise provide funds to Buyer other than the contribution of the Committed Shares and Committed Proceeds; provided, further, that in the event the aggregate Merger Consideration, as the same exists as of the date hereof pursuant respect to the Merger Agreement, is reduced (pursuant to one or more amendments, restatements or other modifications to the Merger Agreement) by less than Pioneer Parent, Inc. August 4, 2014 five percent (5%), the Undersigned, in their sole discretion, Loans may elect (by delivery of written notice to Buyer not later than three (3) Business Days prior to the consummation of the Merger in accordance with the terms of the Merger Agreement) to reduce the aggregate consideration represented by the Committed Shares and the Committed Proceeds which is subject to the Commitment (as defined below) by a percentage up to, but which does not exceed, such percentage reduction in the aggregate Merger Consideration. The value of the Committed Shares and Committed Proceeds shall be used to purchase the Subscribed Shares at the same per share price and in the same proportions as the Equity Investors are acquiring Class L and Class A common stock of Buyer. The obligation of the Undersigned to fund the Committed Shares and Committed Proceeds (the “Commitment”) is subject to (i) the terms of this Letter Agreement and (ii) the substantially concurrent consummation of the Merger in accordance with the terms of the Merger Agreement. It is understood and agreed that the Individual shall be permitted to reduce the number of his Committed Shares and/or the amount of his Committed Proceeds as the Individual may determine in his sole discretion (provided that the Individual elects, by delivery of written notice to Buyer, to make such reduction not later than three (3) Business Days prior to the consummation of the Merger in accordance with the terms of the Merger Agreement), so long as in connection therewith either or both of the Entities elects (by delivery of contemporaneous written notice to Buyer) to increase the number of its Committed Shares by the number necessary, after giving effect to such election by the Individual and such election by such Entity, to render the collective aggregate value of the Committed Shares and the Committed Proceeds, when viewed immediately prior to giving effect to such election by the Individual and such election by such Entity, unchangedreborrowed.

Commitment. This letter For valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Gaoling Fund, L.P. (the “Letter AgreementSponsor”) hereby irrevocably commits, on the terms and subject to the conditions set forth herein, that it will confirm for make one or more direct or indirect capital contributions in the benefit form of Buyer, the commitment of Takuan, LLC, a North Carolina limited liability company cash in Hong Kong dollars (“Takuan”), the Xxx X./Xxxx X. Xxxx Generation Skipping Trust in an immediately available form and free from any deduction or withholding whatsoever) (the “Trust” and together with Takuan, the “Entities”) and J. Xxxx Xxxx (the “Individual” and together with the Entities, the “UndersignedContributions”), to subscribe for Class L and Class A common stock of Buyer Bidco, on the first Business Day (“Subscribed Shares”as defined in the Announcement) for aggregate consideration consisting of (a) after the number of Shares set forth on Schedule A Scheme becomes effective (the “Committed Shares”) and (b) proceeds from the Merger with an aggregate value as set forth on Schedule A (the “Committed ProceedsSettlement Date”); provided, howeverin immediately available funds, that of the Undersigned aggregate amount of HK$6,219,718,758 (such amount, the Sponsor’s “Commitment”). Such aggregate amount of the Commitment shall, on the Settlement Date, be delivered to Bidco or to Holdco or Topco by the Sponsor and subsequently (without unreasonably delay) by Holdco or Topco to Bidco, in each case by the Sponsor in Hong Kong dollars in full, free from any deduction or withholding whatsoever and without regard to any lien, right or set-off, counterclaim or otherwise to such bank account as designated by notice in writing from Bidco. The Sponsor shall not, under any circumstances, be obligated to contribute tomore than its Commitment to Bidco pursuant to this letter agreement, purchase equity or debt of or otherwise provide funds but without prejudice to Buyer other than the contribution terms of the Committed Shares Consortium Agreement dated on or about of this letter agreement entered into between, among others, Xxxxxxxxx HHBH Holdings Limited, Xxxxxxxxx HHBG Holdings Limited and Committed Proceeds; providedSuperise Colorful Brands Limited. The Sponsor hereby undertakes that it will not directly or indirectly transfer any interest (directly or indirectly held) in Holdco, further, that in Topco or Bidco without the event the aggregate Merger Consideration, as the same exists as prior written consent of the date hereof pursuant Financial Advisor if the Financial Advisor believes that such transfer would adversely affect the Scheme or Bidco’s ability to pay all the Merger Agreement, is reduced (pursuant to one or more amendments, restatements or other modifications to cash consideration in connection with the Merger Agreement) by less than Pioneer Parent, Inc. August 4, 2014 five percent (5%), the Undersigned, in their sole discretion, may elect (by delivery of written notice to Buyer not later than three (3) Business Days prior to the consummation of the Merger Transaction in accordance with the terms Takeovers Code and/or affect the Financial Advisor being able to provide the cash confirmation as required by Rule 3.5 of the Merger Agreement) to reduce the aggregate consideration represented by the Committed Shares and the Committed Proceeds which is subject paragraph 11 of Schedule 1 to the Commitment (as defined below) by a percentage up to, but which does not exceed, such percentage reduction in the aggregate Merger Consideration. The value of the Committed Shares and Committed Proceeds shall be used to purchase the Subscribed Shares at the same per share price and in the same proportions as the Equity Investors are acquiring Class L and Class A common stock of Buyer. The obligation of the Undersigned to fund the Committed Shares and Committed Proceeds (the “Commitment”) is subject to (i) the terms of this Letter Agreement and (ii) the substantially concurrent consummation of the Merger in accordance with the terms of the Merger Agreement. It is understood and agreed that the Individual shall be permitted to reduce the number of his Committed Shares and/or the amount of his Committed Proceeds as the Individual may determine in his sole discretion (provided that the Individual elects, by delivery of written notice to Buyer, to make such reduction not later than three (3) Business Days prior to the consummation of the Merger in accordance with the terms of the Merger Agreement), so long as in connection therewith either or both of the Entities elects (by delivery of contemporaneous written notice to Buyer) to increase the number of its Committed Shares by the number necessary, after giving effect to such election by the Individual and such election by such Entity, to render the collective aggregate value of the Committed Shares and the Committed Proceeds, when viewed immediately prior to giving effect to such election by the Individual and such election by such Entity, unchangedTakeovers Code.

Commitment. This letter Fees As consideration for participating in the Exchange, each participating holder (including the Rollover Commitment Parties) shall receive from the Debtors (other than CII) an aggregate commitment fee for the use of capital, payable in cash, in an amount equal to 1.5% of the principal amount plus interest on CCH II Notes exchanged by such holder pursuant to the Exchange (the “Letter AgreementRollover Fee”) will confirm ). As consideration for the benefit New Debt Commitment, each New Debt Commitment Party shall receive from the Debtors (other than CII) an aggregate commitment fee for the use of Buyercapital, payable in cash, in an amount equal to the commitment greater of Takuan(i) 3.0% of its respective portion of the New Debt Commitment and (ii) 0.83% of its respective portion of the New Debt Commitment for each month beginning April 1, LLC2009 during which its New Debt Commitment remains outstanding; provided, a North Carolina limited liability company that if the amount described in clause (“Takuan”ii) exceeds the amount described in clause (i), then a member of the Xxx X./Xxxx X. Xxxx Generation Skipping Trust Committee previously identified shall exercise its Overallotment Option in an amount no less than such excess; provided, further, that such New Debt Commitment Party shall not have terminated its commitment letter with respect to the New Debt Commitment on or prior to such date (the “TrustNew Debt Fee”). As consideration for the Equity Backstop, each Equity Backstop Party shall receive from the Debtors (other than CII) an aggregate commitment fee for the use of capital, payable in cash, in an amount equal to 3% of its respective Equity Backstop; provided, that such Equity Backstop Party shall not have terminated its commitment letter with respect to the Equity Backstop on or prior to such date (the “Equity Backstop Fee” and and, together with Takuanthe Rollover Fee and the New Debt Fee, the “Entities”) and J. Xxxx Xxxx (the “Individual” and together with the Entities, the “UndersignedCommitment Fees”), . The Commitment Fees shall be deemed to subscribe for Class L be earned as of the Confirmation Date and Class A common stock of Buyer (“Subscribed Shares”) for aggregate consideration consisting of (a) shall be payable on the number of Shares set forth on Schedule A (the “Committed Shares”) and (b) proceeds from the Merger with an aggregate value as set forth on Schedule A (the “Committed Proceeds”)Effective Date; provided, however, that if cash on the Undersigned shall not, under any circumstances, be obligated to contribute to, purchase equity or debt of or otherwise provide funds to Buyer other balance sheet is less than the contribution of the Committed Shares and Committed Proceeds; provided, further, that in the event the aggregate Merger Consideration, as the same exists $600 million as of the date hereof Effective Date (which amount will be reduced by any cash payment of interest on CCH II Notes exchanged pursuant to the Merger AgreementExchange, is reduced but will be net of payment of the Xxxxx Management Receivable (pursuant to one or more amendments, restatements or other modifications to the Merger Agreement) by less than Pioneer Parent, Inc. August 4, 2014 five percent (5%as defined herein), the Undersigned, in their sole discretion, may elect (by delivery of written notice to Buyer not later than three (3) Business Days prior to the consummation of the Merger in accordance with the terms of the Merger Agreement) to reduce the aggregate consideration represented by the Committed Shares Commitment Fees and the Committed Proceeds which is subject to the Commitment Xxxxx Fee Reimbursement (as defined belowherein)), then the Commitment Fees shall be payable at the end of the first calendar quarter in which cash on the balance sheet at the end of such quarter is at least $600 million (reduced by cash payment of interest as described above) by a percentage up to, but which does not exceed, such percentage reduction in net of the aggregate Merger ConsiderationXxxxx Management Receivable (if still outstanding). The value of Commitment Fees and the Committed Shares and Committed Proceeds Xxxxx Fee Reimbursement shall be used to purchase the Subscribed Shares at the same per share price and in the same proportions as the Equity Investors are acquiring Class L and Class A common stock of Buyer. The obligation of the Undersigned to fund the Committed Shares and Committed Proceeds (the “Commitment”) is subject to (i) the terms of this Letter Agreement and (ii) the substantially concurrent consummation of the Merger in accordance with the terms of the Merger Agreement. It is understood and agreed that the Individual shall be permitted to reduce the number of his Committed Shares and/or the amount of his Committed Proceeds as the Individual may determine in his sole discretion (provided that the Individual elects, by delivery of written notice to Buyer, to make such reduction not later than three (3) Business Days prior to the consummation of the Merger in accordance with the terms of the Merger Agreement), so long as in connection therewith either or both of the Entities elects (by delivery of contemporaneous written notice to Buyer) to increase the number of its Committed Shares by the number necessary, after giving effect to such election by the Individual and such election by such Entity, to render the collective aggregate value of the Committed Shares and the Committed Proceeds, when viewed immediately prior to giving effect to such election by the Individual and such election by such Entity, unchangedpaid on a pari passu basis.

Commitment. This letter (a) (i) At any time during the “Letter Agreement”Funding Period at least two (2) will confirm for Business Days prior to a proposed Funding Date (or, with respect to any Funding Date described in clause (iii) of the benefit of Buyerdefinition thereof in the Indenture, the commitment of Takuan, LLC, a North Carolina limited liability company at least one (“Takuan”), the Xxx X./Xxxx X. Xxxx Generation Skipping Trust (the “Trust” and together with Takuan, the “Entities”1) and J. Xxxx Xxxx (the “Individual” and together with the Entities, the “Undersigned”Business Day prior to each such Funding Date), to subscribe for Class L and Class A common stock of Buyer the extent that the aggregate outstanding Note Principal Balance (“Subscribed Shares”after giving effect to the proposed purchase) for aggregate consideration consisting is less than the lesser of (ax) the number Aggregate Collateral Value and (y) the Maximum Note Balance, and subject to the terms and conditions hereof and in accordance with the other Transaction Documents, the Issuer may deliver to the Agent, on behalf of Shares the Purchasers, a written request that the Purchasers purchase Additional Note Balances (each such request, a “Purchase Request”). Each Purchase Request shall identify the proposed Funding Date, the Receivables Balance of the Receivables that will be sold and/or contributed to the Issuer on such Funding Date and the Cash Purchase Price thereof. Subject to the terms and conditions and in reliance upon the covenants, representations and warranties set forth herein and in the other Transaction Documents, on Schedule A (the “identified Funding Date, each Conduit Purchaser may in its sole and absolute discretion, and each Committed Shares”) Purchaser shall, severally and (b) proceeds from not jointly, purchase its Commitment Interest of the Merger with an aggregate value as set forth on Schedule A (Additional Note Balances requested in the “Committed Proceeds”)Purchase Request; provided, however, that the Undersigned portion of such Additional Note Balance required to be purchased by the Deutsche Purchaser shall not, under any circumstances, be obligated reduced by the amount of such Additional Note Balance that the Conduit Purchasers purchase pursuant to contribute to, purchase equity or debt of or otherwise provide funds to Buyer other than the contribution of the Committed Shares and Committed ProceedsSection 2.01(a)(ii); provided, further, that in the event the aggregate Merger Consideration, as the same exists as of the date hereof pursuant no Committed Purchaser shall be obligated to purchase an Additional Note Balance to the Merger Agreement, is reduced (pursuant to one or more amendments, restatements or other modifications to the Merger Agreement) by less than Pioneer Parent, Inc. August 4, 2014 five percent (5%), the Undersigned, in their sole discretion, may elect (by delivery of written notice to Buyer not later than three (3) Business Days prior to the consummation of the Merger in accordance with the terms of the Merger Agreement) to reduce the aggregate consideration represented by the Committed Shares and the Committed Proceeds which is subject to the Commitment (as defined below) by a percentage up to, but which does not exceed, such percentage reduction in the aggregate Merger Consideration. The value of the Committed Shares and Committed Proceeds shall be used to purchase the Subscribed Shares at the same per share price and in the same proportions as the Equity Investors are acquiring Class L and Class A common stock of Buyer. The obligation of the Undersigned to fund the Committed Shares and Committed Proceeds (the “Commitment”) is subject to (i) the terms of this Letter Agreement and (ii) the substantially concurrent consummation of the Merger in accordance with the terms of the Merger Agreement. It is understood and agreed that the Individual shall be permitted to reduce the number of his Committed Shares and/or the amount of his Committed Proceeds as the Individual may determine in his sole discretion (provided that the Individual elects, by delivery of written notice to Buyer, to make such reduction not later than three (3) Business Days prior to the consummation of the Merger in accordance with the terms of the Merger Agreement), so long as in connection therewith either or both of the Entities elects (by delivery of contemporaneous written notice to Buyer) to increase the number of its Committed Shares by the number necessaryextent that, after giving effect to such election by purchase, the Individual and such election by such Entity, to render the collective aggregate value existing principal balance of the Committed Shares and the Committed Proceeds, when viewed immediately prior to giving effect to such election Note held by the Individual and such election by such Entity, unchangedit would exceed its Commitment.

Commitment. This letter The Fund shall, subject only to the terms and conditions set forth in Section 2 (and unless this Letter Agreement is terminated pursuant to Section 11 herein), on the Closing Date, purchase that number of shares of Series E Preferred Stock equal to the Preferred Share Number (as defined below)in consideration of (i) a cash payment to the Purchaser in the amount of $240,833,333.33 (the “Letter AgreementCash Amount”); (ii) will confirm for a contribution to the benefit Purchaser of Buyerthe Contributed Senior Subordinated Notes and the Contributed Senior Interest; and (iii) a contribution to the Purchaser of the Contributed PIK Notes and the Contributed PIK Interest ((i), (ii) and (iii) collectively, the commitment of Takuan, LLC, a North Carolina limited liability company (“TakuanCommitment”), solely for the Xxx X./Xxxx X. Xxxx Generation Skipping Trust purpose of allowing the Purchaser to fund a portion of the purchase price of the Transferred Equity Interests (the “Trust” and together with Takuan, the “Entities”) fees and J. Xxxx Xxxx (the “Individual” and together with the Entities, the “Undersigned”), to subscribe for Class L and Class A common stock of Buyer (“Subscribed Shares”) for aggregate consideration consisting of (a) the number of Shares set forth on Schedule A (the “Committed Shares”) and (b) proceeds from the Merger with an aggregate value as set forth on Schedule A (the “Committed Proceeds”expenses incurred in connection therewith); provided, however, that the Undersigned Fund shall not, under any circumstances, be obligated to contribute to, purchase equity or debt of or otherwise provide funds to Buyer other more than the contribution Commitment to the Purchaser except to the extent of an increase in the Committed Shares and Committed ProceedsPurchase Price resulting from a Closing Adjustment as described below; provided, further, that if on the Closing Date the Purchaser has authorized, in compliance with the event DGCL and other applicable law, a sufficient number of shares of Common Stock, the aggregate Merger ConsiderationFund shall purchase in consideration for the Commitment, in lieu of and in satisfaction of its obligations to purchase shares of Series E Preferred Stock as set forth herein, the same exists as number of shares of Common Stock equal to the quotient of (A) the Preferred Share Number multiplied by 1,000, and (B) 0.38 (such denominator to be adjusted for stock splits, stock dividends, combinations or other recapitalizations of shares of the Common Stock occurring after the date hereof pursuant and prior to the Merger AgreementClosing). The Fund may effect the purchase of shares of Series E Preferred Stock (or shares of Common Stock, is reduced (pursuant to as applicable) directly or indirectly through one or more amendmentsaffiliated entities; provided, restatements that any such affiliated entity purchasing shares of Series E Preferred Stock (or other modifications shares of Common Stock, as applicable) shall enter into a written agreement reasonably satisfactory to the Merger Purchaser containing the same terms and provisions as the Voting Agreement dated May 20, 2008 between the Purchaser and the Fund (the “Voting Agreement”). Notwithstanding the foregoing, (A) by less than Pioneer Parent, Inc. August 4, 2014 five percent (5%), if the Undersigned, in their sole discretion, may elect (by delivery of written notice to Buyer not later than three (3) Business Days prior to the consummation purchase price of the Merger Transferred Equity Interests is reduced on the Closing Date in accordance with the terms of the Merger Purchase Agreement, the Purchaser may, in its sole discretion, decrease the Commitment proportionately across (x) to reduce the aggregate consideration represented by Cash Amount, (y) the Committed Shares Contributed Senior Subordinated Notes and Contributed Senior Interest and (z) the Committed Proceeds which is subject Contributed PIK Notes and Contributed PIK Interest, in such a manner that the Purchaser will have the cash consideration, Contributed Senior Subordinated Notes, Contributed Senior Interest, Contributed PIK Notes and Contributed PIK Interest, in each case equal to the Commitment (as defined below) by a percentage up to, but which does not exceed, such percentage reduction in face amount required to be delivered to Spectrum Brands under the aggregate Merger Consideration. The value of the Committed Shares and Committed Proceeds shall be used to purchase the Subscribed Shares at the same per share price and in the same proportions as the Equity Investors are acquiring Class L and Class A common stock of Buyer. The obligation of the Undersigned to fund the Committed Shares and Committed Proceeds (the “Commitment”) is subject to (i) the terms of this Letter Purchase Agreement and (iiB) the substantially concurrent consummation Purchaser may, in its sole discretion, decrease the Cash Amount dollar for dollar to the extent it determines, in its sole discretion, to finance any expenses related to the transactions contemplated by the Purchase Agreement and/or a portion of the Merger in accordance with the terms cash portion of the Merger Agreementpurchase price of the Transfer Equity Interests with proceeds of any debt financing. It is understood Notwithstanding anything to the contrary contained herein, the Purchaser may request, and agreed the Fund shall, if requested, increase the Commitment by increasing the Cash Amount to the extent that the Individual Closing Adjustment increases the Purchase Price; provided, however, that such request for an increase to the Cash Amount shall be permitted to reduce the number of his Committed Shares and/or the amount of his Committed Proceeds as the Individual may determine in his sole discretion (provided that the Individual elects, by delivery of written notice to Buyer, to make such reduction not later than three (3) Business Days prior made to the consummation Fund and the Other Fund proportionally based on the Commitment of the Merger in accordance with the terms of the Merger Agreement), so long as in connection therewith either or both of the Entities elects (by delivery of contemporaneous written notice to Buyer) to increase the number of its Committed Shares by the number necessary, after giving effect to such election by the Individual and such election by such Entity, to render the collective aggregate value of the Committed Shares Fund and the Committed Proceeds, when viewed immediately prior to giving effect to such election by the Individual and such election by such Entity, unchanged.Other Fund Commitment Amounts. For purposes hereof:

Commitment. This Eagle Creek Capital, LLC (“Investor”) is pleased to advise you that Investor, on behalf of itself (and one or more of its Investor Assignees (as defined below), if applicable), hereby irrevocably commits and agrees to make a capital contribution to Parent, at or substantially concurrently with the Closing, in accordance with the terms and subject to the conditions set forth in this letter agreement (this “Agreement”), directly or indirectly, in an aggregate value equal to $7,547.00 (the “Commitment”), subject to reduction as set forth in this Section 1. Investor’s Commitment may be satisfied, in Investor’s sole discretion, by (i) a cash contribution to Parent by, or on behalf of, Investor, (ii) a contribution to Parent of shares of Class A common stock, par value $0.0001 per share, of the Company (the “Company Class A Shares”) held by Investor or its Affiliates as of immediately prior to the Closing, or (iii) a combination of the foregoing. For purposes of determining the value of Investor’s contribution pursuant to the foregoing clauses (ii) and (iii), including determining whether the Commitment has been satisfied, each Company Class A Share contributed by Investor shall be ascribed a value equal to the Merger Consideration. At least three (3) business days prior to the Closing, Investor shall deliver to Parent an election notice in the form of Exhibit A attached hereto (the “Election Notice”), specifying the portion of the Commitment that will be satisfied pursuant to each of the foregoing clauses (i) through (iii). The cash proceeds of the Commitment, if any, together with the cash proceeds of the capital contributions made to Parent pursuant to the other Equity Commitment Letters (the “Signing Equity Commitment Letters”) and Debt Commitment Letter (the “Debt Commitment Letter”) delivered to Parent by certain other investors (the “Signing Investors”) as of the date hereof and the Interim Commitment Letters (as defined below) shall be used by Parent for one or more of the following purposes, and not for any other purpose whatsoever: (i) to satisfy Parent’s and Merger Sub’s payment obligations under the Merger Agreement and the expenses of Parent, Xxxxxx Sub, Xxxxx X. Xxxx, and Dr. Xxxx Xxxxxx required to be reimbursed by the Company pursuant to that certain Interim Investors’ Agreement, dated as of the date hereof, by and among Parent, Merger Sub, Investor, and the Other Investors (the “Interim Investors’ Agreement”) will confirm for (the benefit of Buyerpayments in this clause (i), collectively, the commitment of Takuan, LLC, a North Carolina limited liability company (“TakuanClosing Payments”), (ii) after the Xxx X./Xxxx X. Xxxx Generation Skipping Trust Closing, for working capital and general corporate purposes of Parent and its Subsidiaries, or (iii) for the purposes of financing cash shortfalls at the Company during the period between the date hereof and the Closing or as otherwise necessary to consummate the Transactions. The value of the Commitment (a) may be reduced by Parent by written notice prior to the Closing only in accordance with the terms of the Investor Investors’ Agreement, and only so long as Parent shall have, assuming the receipt of all proceeds under this Agreement, the applicable Signing Equity Commitment Letters, the Debt Commitment Letter, and any other financing commitments delivered to Parent on or after the date hereof (the “Trust” and together with Takuan, the “Entities”) and J. Xxxx Xxxx (the “IndividualInterim Commitment Letters” and together with the EntitiesSigning Equity Commitment Letters and the Debt Commitment Letter, the “UndersignedOther Commitment Letters”, and the commitment parties to the Interim Commitment Letters, the “Interim Investors” and together with the Signing Investors, the “Other Investors”) in a form consented to by the Company in writing (such consent not to be unreasonably withheld, conditioned, or delayed), sufficient funds to subscribe for Class L and Class A common stock of Buyer (“Subscribed Shares”) for aggregate consideration consisting of (a) satisfy the number of Shares set forth on Schedule A (the “Committed Shares”) Closing Payments in full and (b) proceeds from shall be reduced automatically in an amount equal to any indebtedness funded by Investor to the Merger Company after the date hereof, including, without limitation, pursuant to any Interim Commitment Letter, if any. At the Closing, Investor, together with an aggregate value as set forth on Schedule any Investor Assignee, shall, in the aggregate, have sufficient means (whether through a cash contribution or rollover of Company Class A (Shares) to make a capital contribution in the “Committed Proceeds”); provided, however, that amount of the Undersigned shall notCommitment. None of Investor nor any Investor Assignee shall, under any circumstancescircumstance, be obligated to (or be obligated to cause any other Person to), directly or indirectly, contribute to, purchase equity or debt of from, make an investment in or otherwise provide funds or assets to Buyer Parent or any other than the contribution Person pursuant to this Agreement in excess of the Committed Shares and Committed Proceeds; provided, further, Commitment (it being understood that in the event the aggregate Merger Consideration, as the same exists as nothing herein shall be deemed to limit or otherwise impair any of the date hereof Investor’s commitments or obligations pursuant to the Merger Warrant Exchange Agreement or the Noteholder Conversion Agreement). Notwithstanding anything to the contrary set forth in this Agreement, is reduced (pursuant to one or more amendments, restatements or other modifications to in no event shall the Merger Agreement) by less than Pioneer Parent, Inc. August 4, 2014 five percent (5%), cumulative liability of Investor and any Investor Affiliate under this Agreement exceed the Undersigned, in their sole discretion, may elect (by delivery of written notice to Buyer not later than three (3) Business Days prior to the consummation of the Merger in accordance with the terms of the Merger Agreement) to reduce the aggregate consideration represented by the Committed Shares and the Committed Proceeds which is subject to the Commitment (as defined below) by a percentage up to, but which does not exceed, such percentage reduction in the aggregate Merger Consideration. The value of the Committed Shares and Committed Proceeds shall be used to purchase the Subscribed Shares at the same per share price and in the same proportions as the Equity Investors are acquiring Class L and Class A common stock of Buyer. The obligation of the Undersigned to fund the Committed Shares and Committed Proceeds (the “Commitment”) is subject to (i) the terms of this Letter Agreement and (ii) the substantially concurrent consummation of the Merger in accordance with the terms of the Merger Agreement. It is understood and agreed that the Individual shall be permitted to reduce the number of his Committed Shares and/or the amount of his Committed Proceeds as the Individual may determine in his sole discretion (provided that the Individual elects, by delivery of written notice to Buyer, to make such reduction not later than three (3) Business Days prior to the consummation of the Merger in accordance with the terms of the Merger Agreement), so long as in connection therewith either or both of the Entities elects (by delivery of contemporaneous written notice to Buyer) to increase the number of its Committed Shares by the number necessary, after giving effect to such election by the Individual and such election by such Entity, to render the collective aggregate value of the Committed Shares and the Committed Proceeds, when viewed immediately prior to giving effect to such election by the Individual and such election by such Entity, unchanged.

Commitment. This letter (the “Letter Agreement”) will confirm for the benefit of Buyer, confirms the commitment of Takuanthe Equity Investor, LLCsubject to the conditions set forth herein, a North Carolina limited liability company to purchase (or cause an assignee permitted by the terms of Section 4(a) hereof to purchase) at Closing, for an aggregate purchase price paid in immediately available United States Dollars equal to $10,000,000.00 (such commitment, the “TakuanEquity Commitment”), common equity interests of Parent as of the Xxx X./Xxxx X. Xxxx Generation Skipping Trust Closing (the “Trust” and together with Takuancollectively, the “EntitiesSubject Equity Securities”) and J. Xxxx Xxxx (), solely for the “Individual” and purposes of enabling Parent, directly or indirectly, to fund, together with the Entitiesproceeds of the other equity commitment letters (collectively, the “Undersigned”), to subscribe for Class L and Class A common stock of Buyer (“Subscribed SharesOther Equity Commitments”) for aggregate consideration consisting from other investors (each, an “Other Equity Investor”) to Parent of even date herewith (a) the number of Shares set forth on Schedule A (each, as amended from time to time, an “Other Equity Commitment Letter” and collectively, the “Committed SharesOther Equity Commitment Letters”) and or, in any such case, replacement or alternative financing therefor, (bx) proceeds from the Merger with an aggregate value as set forth on Schedule A (the “Committed Proceeds”); provided, however, that the Undersigned shall not, under any circumstances, be obligated to contribute to, purchase equity or debt of or otherwise provide funds to Buyer other than the contribution payment of the Committed Shares and Committed Proceeds; provided, further, that in the event the aggregate Per Share Merger Consideration, as the same exists as Consideration under Article IV of the date hereof pursuant to the Merger Agreement, is reduced (pursuant to one or more amendmentsy) all amounts payable in respect of Company Stock Options, restatements or other modifications to Company RSUs and Company PSUs under Article IV of the Merger AgreementAgreement and (z) by less than Pioneer Parent, Inc. August 4, 2014 five percent (5%), the Undersignedrelated fees and expenses, in their sole discretioneach case, may elect (by delivery of written notice to Buyer not later than three (3) Business Days prior to be paid in connection with the consummation of the transactions contemplated by the Merger Agreement and pursuant to and in accordance with the terms Merger Agreement (clauses (x), (y) and (z), collectively, the “Transaction Costs”), and not for any other purpose, it being understood that the Equity Investor (together with his, her or its permitted assigns) shall not under any circumstances be obligated to purchase any equity interests of, or make any other payment to or investment in, Parent other than the purchase of the Merger Agreement) to reduce the aggregate consideration represented by the Committed Shares and the Committed Proceeds which is subject Subject Equity Securities pursuant to the Commitment (as defined below) by terms hereof for a percentage up to, but which does purchase price not exceed, such percentage reduction in the aggregate Merger Consideration. The value of the Committed Shares and Committed Proceeds shall be used to purchase the Subscribed Shares at the same per share price and in the same proportions as exceed the Equity Investors are acquiring Class L and Class A common stock of Buyer. The obligation of the Undersigned to fund the Committed Shares and Committed Proceeds (the “Commitment”) is subject to (i) the terms of this Letter Agreement and (ii) the substantially concurrent consummation of the Merger in accordance with the terms of the Merger Agreement. It is understood and agreed that the Individual shall be permitted to reduce the number of his Committed Shares and/or the amount of his Committed Proceeds as the Individual may determine in his sole discretion (provided that the Individual elects, by delivery of written notice to Buyer, to make such reduction not later than three (3) Business Days prior to the consummation of the Merger in accordance with the terms of the Merger Agreement), so long as in connection therewith either or both of the Entities elects (by delivery of contemporaneous written notice to Buyer) to increase the number of its Committed Shares by the number necessary, after giving effect to such election by the Individual and such election by such Entity, to render the collective aggregate value of the Committed Shares and the Committed Proceeds, when viewed immediately prior to giving effect to such election by the Individual and such election by such Entity, unchanged.

Commitment. This letter The Borrower may, from time to time, request that additional Home(s) be included as Eligible Home(s) under this Agreement, and subject to the terms and conditions and relying on the representations and warranties contained in this Agreement, the Bank agrees to make available to Borrower funds as a revolving line of credit loan to the Borrower. During the period commencing with the date of this Agreement to and including the Funding Termination Date, the Bank will make revolving line of credit loans to the Borrower from time to time on any Business Day in such amounts as the Borrower may request up to and including Twenty Million and no/100 ($20,000,000.00) Dollars (the “Letter Agreement”) will confirm for the benefit of Buyer, the commitment of Takuan, LLC, a North Carolina limited liability company (“Takuan”"Commitment"), but not to exceed however the Xxx X./Xxxx X. Xxxx Generation Skipping Trust (Maximum Loan Amount at any time, and the “Trust” Borrower may borrow, prepay pursuant to Section 2.4 and together with Takuan2.5, the “Entities”) and J. Xxxx Xxxx (the “Individual” and together with the Entities, the “Undersigned”), to subscribe for Class L and Class A common stock of Buyer (“Subscribed Shares”) for aggregate consideration consisting of (a) the number of Shares set forth on Schedule A (the “Committed Shares”) and (b) proceeds from the Merger with an aggregate value reborrow as set forth on Schedule A (the “Committed Proceeds”)provided in this Section 2.1; provided, however, that the Undersigned aggregate principal amount of all of such Advances under the line of credit at any one time outstanding shall not, under any circumstances, be obligated to contribute to, purchase equity or debt not exceed the lesser of or otherwise provide funds to Buyer other than the contribution of the Committed Shares and Committed Proceeds; provided, further, that in the event the aggregate Merger Consideration, as the same exists as of the date hereof pursuant to the Merger Agreement, is reduced (pursuant to one or more amendments, restatements or other modifications to the Merger Agreement) by less than Pioneer Parent, Inc. August 4, 2014 five percent (5%), the Undersigned, in their sole discretion, may elect (by delivery of written notice to Buyer not later than three (3) Business Days prior to the consummation of the Merger in accordance with the terms of the Merger Agreement) to reduce the aggregate consideration represented by the Committed Shares and the Committed Proceeds which is subject to the Commitment (as defined below) by a percentage up to, but which does not exceed, such percentage reduction in the aggregate Merger Consideration. The value of the Committed Shares and Committed Proceeds shall be used to purchase the Subscribed Shares at the same per share price and in the same proportions as the Equity Investors are acquiring Class L and Class A common stock of Buyer. The obligation of the Undersigned to fund the Committed Shares and Committed Proceeds (the “Commitment”) is subject to (i) the terms of this Letter Agreement and Maximum Loan Amount, as approved by Bank; or (ii) the substantially concurrent consummation amount of the Merger in accordance with the terms of the Merger AgreementCommitment. It is understood expressly contemplated that, by reason of prepayments or other circumstances, there may be times when no Indebtedness is owing thereunder, but notwithstanding such occurrences the Line of Credit Note shall remain in full force and agreed that effect as to such loans or Advances made subsequent to such occurrence. To evidence the Individual shall be permitted loans made by the Bank pursuant to reduce this subsection, the number Borrower will issue, execute and deliver its promissory note dated of his Committed Shares and/or even date herewith in the original principal amount of his Committed Proceeds as the Individual may determine Commitment, in his sole discretion (provided that substantially the Individual electsform of Exhibit "A" hereto. The said promissory note is in renewal, by delivery of written notice to Buyer, to make such reduction not later than three (3) Business Days prior to the consummation extension and rearrangement of the Merger promissory note, as renewed, extended and modified, referenced in accordance with the terms of the Merger Agreement)Loan Agreement dated October 1, so long as in connection therewith either or both of the Entities elects (by delivery of contemporaneous written notice to Buyer) to increase the number of its Committed Shares by the number necessary1996, after giving effect to such election by the Individual and such election by such Entityincluding that certain $15,000,000.00 Promissory Note dated October 1, to render the collective aggregate value of the Committed Shares and the Committed Proceeds, when viewed immediately prior to giving effect to such election by the Individual and such election by such Entity, unchanged1996.

Commitment. This letter The Fund shall, subject only to the terms and conditions set forth in Section 2 (and unless this Letter Agreement is terminated pursuant to Section 11 herein), on the Closing Date, purchase that number of shares of Series E Preferred Stock equal to the Preferred Share Number (as defined below)in consideration of (i) a cash payment to the Purchaser in the amount of $481,666,666.67 (the “Letter AgreementCash Amount”); (ii) will confirm for a contribution to the benefit Purchaser of Buyerthe Contributed Senior Subordinated Notes and the Contributed Senior Interest; and (iii) a contribution to the Purchaser of the Contributed PIK Notes and the Contributed PIK Interest ((i), (ii) and (iii) collectively, the commitment of Takuan, LLC, a North Carolina limited liability company (“TakuanCommitment”), solely for the Xxx X./Xxxx X. Xxxx Generation Skipping Trust purpose of allowing the Purchaser to fund a portion of the purchase price of the Transferred Equity Interests (the “Trust” and together with Takuan, the “Entities”) fees and J. Xxxx Xxxx (the “Individual” and together with the Entities, the “Undersigned”), to subscribe for Class L and Class A common stock of Buyer (“Subscribed Shares”) for aggregate consideration consisting of (a) the number of Shares set forth on Schedule A (the “Committed Shares”) and (b) proceeds from the Merger with an aggregate value as set forth on Schedule A (the “Committed Proceeds”expenses incurred in connection therewith); provided, however, that the Undersigned Fund shall not, under any circumstances, be obligated to contribute to, purchase equity or debt of or otherwise provide funds to Buyer other more than the contribution Commitment to the Purchaser except to the extent of an increase in the Committed Shares and Committed ProceedsPurchase Price resulting from a Closing Adjustment as described below; provided, further, that if on the Closing Date the Purchaser has authorized, in compliance with the event DGCL and other applicable law, a sufficient number of shares of Common Stock, the aggregate Merger ConsiderationFund shall purchase in consideration for the Commitment, in lieu of and in satisfaction of its obligations to purchase shares of Series E Preferred Stock as set forth herein, the same exists as number of shares of Common Stock equal to the quotient of (A) the Preferred Share Number multiplied by 1,000, and (B) 0.38 (such denominator to be adjusted for stock splits, stock dividends, combinations or other recapitalizations of shares of the Common Stock occurring after the date hereof pursuant and prior to the Merger AgreementClosing). The Fund may effect the purchase of shares of Series E Preferred Stock (or shares of Common Stock, is reduced (pursuant to as applicable) directly or indirectly through one or more amendmentsaffiliated entities; provided, restatements that any such affiliated entity purchasing shares of Series E Preferred Stock (or other modifications shares of Common Stock, as applicable) shall enter into a written agreement reasonably satisfactory to the Merger Purchaser containing the same terms and provisions as the Voting Agreement dated May 20, 2008 between the Purchaser and the Fund (the “Voting Agreement”). Notwithstanding the foregoing, (A) by less than Pioneer Parent, Inc. August 4, 2014 five percent (5%), if the Undersigned, in their sole discretion, may elect (by delivery of written notice to Buyer not later than three (3) Business Days prior to the consummation purchase price of the Merger Transferred Equity Interests is reduced on the Closing Date in accordance with the terms of the Merger Purchase Agreement, the Purchaser may, in its sole discretion, decrease the Commitment proportionately across (x) to reduce the aggregate consideration represented by Cash Amount, (y) the Committed Shares Contributed Senior Subordinated Notes and Contributed Senior Interest and (z) the Committed Proceeds which is subject Contributed PIK Notes and Contributed PIK Interest, in such a manner that the Purchaser will have the cash consideration, Contributed Senior Subordinated Notes, Contributed Senior Interest, Contributed PIK Notes and Contributed PIK Interest, in each case equal to the Commitment (as defined below) by a percentage up to, but which does not exceed, such percentage reduction in face amount required to be delivered to Spectrum Brands under the aggregate Merger Consideration. The value of the Committed Shares and Committed Proceeds shall be used to purchase the Subscribed Shares at the same per share price and in the same proportions as the Equity Investors are acquiring Class L and Class A common stock of Buyer. The obligation of the Undersigned to fund the Committed Shares and Committed Proceeds (the “Commitment”) is subject to (i) the terms of this Letter Purchase Agreement and (iiB) the substantially concurrent consummation Purchaser may, in its sole discretion, decrease the Cash Amount dollar for dollar to the extent it determines, in its sole discretion, to finance any expenses related to the transactions contemplated by the Purchase Agreement and/or a portion of the Merger in accordance with the terms cash portion of the Merger Agreementpurchase price of the Transfer Equity Interests with proceeds of any debt financing. It is understood Notwithstanding anything to the contrary contained herein, the Purchaser may request, and agreed the Fund shall, if requested, increase the Commitment by increasing the Cash Amount to the extent that the Individual Closing Adjustment increases the Purchase Price; provided, however, that such request for an increase to the Cash Amount shall be permitted to reduce the number of his Committed Shares and/or the amount of his Committed Proceeds as the Individual may determine in his sole discretion (provided that the Individual elects, by delivery of written notice to Buyer, to make such reduction not later than three (3) Business Days prior made to the consummation Fund and the Other Fund proportionally based on the Commitment of the Merger in accordance with the terms of the Merger Agreement), so long as in connection therewith either or both of the Entities elects (by delivery of contemporaneous written notice to Buyer) to increase the number of its Committed Shares by the number necessary, after giving effect to such election by the Individual and such election by such Entity, to render the collective aggregate value of the Committed Shares Fund and the Committed Proceeds, when viewed immediately prior to giving effect to such election by the Individual and such election by such Entity, unchanged.Other Fund Commitment Amounts. For purposes hereof:

Commitment. This letter (the “Letter Agreement”) will confirm for the benefit of Buyer, confirms the commitment of Takuanthe Equity Investor, LLCsubject to the conditions set forth herein, a North Carolina limited liability company to purchase (or cause an assignee permitted by the terms of Section 4(a) hereof to purchase) at Closing, for an aggregate purchase price paid in immediately available United States Dollars equal to $65,000,000.00 (such commitment, the “TakuanEquity Commitment”), common equity interests of Parent as of the Xxx X./Xxxx X. Xxxx Generation Skipping Trust Closing (the “Trust” and together with Takuancollectively, the “EntitiesSubject Equity Securities”) and J. Xxxx Xxxx (), solely for the “Individual” and purposes of enabling Parent, directly or indirectly, to fund, together with the Entitiesproceeds of the other equity commitment letters (collectively, the “Undersigned”), to subscribe for Class L and Class A common stock of Buyer (“Subscribed SharesOther Equity Commitments”) for aggregate consideration consisting from other investors (each, an “Other Equity Investor”) to Parent of even date herewith (a) the number of Shares set forth on Schedule A (each, as amended from time to time, an “Other Equity Commitment Letter” and collectively, the “Committed SharesOther Equity Commitment Letters”) and or, in any such case, replacement or alternative financing therefor, (bx) proceeds from the Merger with an aggregate value as set forth on Schedule A (the “Committed Proceeds”); provided, however, that the Undersigned shall not, under any circumstances, be obligated to contribute to, purchase equity or debt of or otherwise provide funds to Buyer other than the contribution payment of the Committed Shares and Committed Proceeds; provided, further, that in the event the aggregate Per Share Merger Consideration, as the same exists as Consideration under Article IV of the date hereof pursuant to the Merger Agreement, is reduced (pursuant to one or more amendmentsy) all amounts payable in respect of Company Stock Options, restatements or other modifications to Company RSUs and Company PSUs under Article IV of the Merger AgreementAgreement and (z) by less than Pioneer Parent, Inc. August 4, 2014 five percent (5%), the Undersignedrelated fees and expenses, in their sole discretioneach case, may elect (by delivery of written notice to Buyer not later than three (3) Business Days prior to be paid in connection with the consummation of the transactions contemplated by the Merger Agreement and pursuant to and in accordance with the terms Merger Agreement (clauses (x), (y) and (z), collectively, the “Transaction Costs”), and not for any other purpose, it being understood that the Equity Investor (together with his, her or its permitted assigns) shall not under any circumstances be obligated to purchase any equity interests of, or make any other payment to or investment in, Parent other than the purchase of the Merger Agreement) Subject Equity Securities pursuant to reduce the terms hereof for a purchase price not to exceed the Equity Commitment, and the aggregate consideration represented by the Committed Shares and the Committed Proceeds which is subject to the Commitment (as defined below) by a percentage up to, but which does not exceed, such percentage reduction in the aggregate Merger Consideration. The value liability of the Committed Shares and Committed Proceeds Equity Investor hereunder shall be used to purchase the Subscribed Shares at the same per share price and in the same proportions as the Equity Investors are acquiring Class L and Class A common stock of Buyer. The obligation of the Undersigned to fund the Committed Shares and Committed Proceeds (the “Commitment”) is subject to (i) the terms of this Letter Agreement and (ii) the substantially concurrent consummation of the Merger in accordance with the terms of the Merger Agreement. It is understood and agreed that the Individual shall be permitted to reduce the number of his Committed Shares and/or not exceed the amount of his Committed Proceeds as the Individual may determine in his sole discretion (provided that the Individual elects, by delivery of written notice to Buyer, to make such reduction not later than three (3) Business Days prior to the consummation of the Merger in accordance with the terms of the Merger Agreement), so long as in connection therewith either or both of the Entities elects (by delivery of contemporaneous written notice to Buyer) to increase the number of its Committed Shares by the number necessary, after giving effect to such election by the Individual and such election by such Entity, to render the collective aggregate value of the Committed Shares and the Committed Proceeds, when viewed immediately prior to giving effect to such election by the Individual and such election by such Entity, unchangedEquity Commitment.

Commitment. This letter (the “Letter Agreement”) will confirm for the benefit of Buyer, the commitment of Takuan, LLC, a North Carolina limited liability company (“Takuan”), the Xxx X./Xxxx X. Xxxx Generation Skipping Trust (the “Trust” and together with Takuan, the “Entities”) and J. Xxxx Xxxx (the “Individual” and together In connection with the Entitiesforegoing, the “Undersigned”)each of Centerbridge, Oaktree, Oak Hill and JPM is pleased to subscribe for Class L and Class A common stock of Buyer (“Subscribed Shares”) for aggregate consideration consisting advise you of (a) its several, and not joint, commitment to provide, respectively, $515.0 million, $80.0 million, $40.0 million and $30.0 million, respectively, of the number principal amount of Shares set forth on Schedule A (the “Committed Shares”) Term Facility, and (b) proceeds from its several, and not joint, commitment to provide, respectively, $27.1 million, $4.2 million, $2.1 million and $1.6 million, respectively, of the Merger with an aggregate value principal amount of the Extended Term Loan Commitments (as defined below), in each upon the terms and subject solely to the conditions set forth on Schedule A in this commitment letter (including the Term Sheets and other attachments hereto, this “Commitment Letter”; the commitments in respect of the Term Facility and the Extended Term Loan Commitments, the “Committed ProceedsCommitments”); provided, however, that and the Undersigned shall not, under any circumstances, be obligated to contribute to, purchase equity or debt of or otherwise provide funds to Buyer other than the contribution Commitment Parties holding a majority of the Committed Shares and Committed Proceeds; provided, further, that in principal amount of the event the aggregate Merger Consideration, as the same exists Commitments as of the date hereof pursuant hereof, the “Majority Commitment Parties”); provided that, notwithstanding anything to the Merger Agreementcontrary in this Commitment Letter, is reduced (pursuant to one or more amendments, restatements or other modifications to the Merger Agreement) by less than Pioneer Parent, Inc. August 4, 2014 five percent (5%)extent there are any Remaining Commitments, the Undersignedcommitments in clause (a) above to provide the Term Facility shall instead transition to a commitment to provide an Incremental Facility in an aggregate amount not to exceed the Remaining Commitments through the Outside Date, in their sole discretion, may elect (by delivery of written notice to Buyer not later than three (3) Business Days prior subject solely to the consummation of the Merger in accordance with the terms of the Merger Agreement) to reduce the aggregate consideration represented by the Committed Shares and the Committed Proceeds which is subject conditions to the Commitment incurrence thereof to be set forth in the Term Facility Documentation (as defined belowin the Term Facility Term Sheet). In addition to the Remaining Commitments, the commitments of the Commitment Parties described in clause (b) by above (such commitments, the “Extended Term Loan Commitments”) shall constitute a percentage up toseveral, but which does not exceedjoint, such percentage reduction commitment of each Commitment Party to provide an Incremental Facility in a principal amount not to exceed its Extended Term Loan Commitments, subject solely to the conditions to the incurrence thereof to be set forth in the aggregate Merger Consideration. The value of the Committed Shares and Committed Proceeds shall be used to purchase the Subscribed Shares at the same per share price and Term Facility Documentation (as defined in the same proportions as Term Facility Term Sheet); provided that, the Equity Investors are acquiring Class L and Class A common stock of Buyer. The obligation of Extended Term Loan Commitments shall automatically expire to the Undersigned to fund the Committed Shares and Committed Proceeds (the “Commitment”) is subject to (i) the terms of this Letter Agreement and (ii) the substantially concurrent consummation of the Merger in accordance with the terms of the Merger Agreement. It is understood and agreed that the Individual shall be permitted to reduce the number of his Committed Shares and/or the amount of his Committed Proceeds as the Individual may determine in his sole discretion (provided that the Individual elects, by delivery of written notice to Buyer, to make such reduction extent not funded no later than three (3) Business Days prior to 120 days after the consummation of the Merger in accordance with the terms of the Merger Agreement), so long as in connection therewith either or both of the Entities elects (by delivery of contemporaneous written notice to Buyer) to increase the number of its Committed Shares by the number necessary, after giving effect to such election by the Individual and such election by such Entity, to render the collective aggregate value of the Committed Shares and the Committed Proceeds, when viewed immediately prior to giving effect to such election by the Individual and such election by such Entity, unchangedClosing Date.

Commitment. This letter For valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Xxxxxxxxx Fund III, L.P, (the “Letter AgreementSponsor”) hereby irrevocably commits, on the terms and subject to the conditions set forth herein, that it will confirm for make one or more direct or indirect capital contributions in the benefit form of Buyer, the commitment of Takuan, LLC, a North Carolina limited liability company cash in Hong Kong dollars (“Takuan”), the Xxx X./Xxxx X. Xxxx Generation Skipping Trust in an immediately available form and free from any deduction or withholding whatsoever) (the “Trust” and together with Takuan, the “Entities”) and J. Xxxx Xxxx (the “Individual” and together with the Entities, the “UndersignedContributions”), to subscribe for Class L and Class A common stock of Buyer Bidco, on the first Business Day (“Subscribed Shares”as defined in the Announcement) for aggregate consideration consisting of (a) after the number of Shares set forth on Schedule A Scheme becomes effective (the “Committed Shares”) and (b) proceeds from the Merger with an aggregate value as set forth on Schedule A (the “Committed ProceedsSettlement Date”); provided, howeverin immediately available funds, that of the Undersigned aggregate amount of HK$8,162,805,000 (such amount, the Sponsor’s “Commitment”). Such aggregate amount of the Commitment shall, on the Settlement Date, be delivered to Bidco or to Holdco or Topco by the Sponsor and subsequently (without unreasonably delay) by Holdco or Topco to Bidco, in each case by the Sponsor in Hong Kong dollars in full, free from any deduction or withholding whatsoever and without regard to any lien, right or set-off, counterclaim or otherwise to such bank account as designated by notice in writing from Bidco. The Sponsor shall not, under any circumstances, be obligated to contribute tomore than its Commitment to Bidco pursuant to this letter agreement, purchase equity or debt of or otherwise provide funds but without prejudice to Buyer other than the contribution terms of the Committed Shares Consortium Agreement dated on or about of this letter agreement entered into between, among others, Xxxxxxxxx HHBH Holdings Limited, Xxxxxxxxx HHBG Holdings Limited and Committed Proceeds; providedSuperise Colorful Brands Limited. The Sponsor hereby undertakes that it will not directly or indirectly transfer any interest (directly or indirectly held) in Holdco, further, that in Topco or Bidco without the event the aggregate Merger Consideration, as the same exists as prior written consent of the date hereof pursuant Financial Advisor if the Financial Advisor believes that such transfer would adversely affect the Scheme or Bidco’s ability to pay all the Merger Agreement, is reduced (pursuant to one or more amendments, restatements or other modifications to cash consideration in connection with the Merger Agreement) by less than Pioneer Parent, Inc. August 4, 2014 five percent (5%), the Undersigned, in their sole discretion, may elect (by delivery of written notice to Buyer not later than three (3) Business Days prior to the consummation of the Merger Transaction in accordance with the terms Takeovers Code and/or affect the Financial Advisor being able to provide the cash confirmation as required by Rule 3.5 of the Merger Agreement) to reduce the aggregate consideration represented by the Committed Shares and the Committed Proceeds which is subject paragraph 11 of Schedule 1 to the Commitment (as defined below) by a percentage up to, but which does not exceed, such percentage reduction in the aggregate Merger Consideration. The value of the Committed Shares and Committed Proceeds shall be used to purchase the Subscribed Shares at the same per share price and in the same proportions as the Equity Investors are acquiring Class L and Class A common stock of Buyer. The obligation of the Undersigned to fund the Committed Shares and Committed Proceeds (the “Commitment”) is subject to (i) the terms of this Letter Agreement and (ii) the substantially concurrent consummation of the Merger in accordance with the terms of the Merger Agreement. It is understood and agreed that the Individual shall be permitted to reduce the number of his Committed Shares and/or the amount of his Committed Proceeds as the Individual may determine in his sole discretion (provided that the Individual elects, by delivery of written notice to Buyer, to make such reduction not later than three (3) Business Days prior to the consummation of the Merger in accordance with the terms of the Merger Agreement), so long as in connection therewith either or both of the Entities elects (by delivery of contemporaneous written notice to Buyer) to increase the number of its Committed Shares by the number necessary, after giving effect to such election by the Individual and such election by such Entity, to render the collective aggregate value of the Committed Shares and the Committed Proceeds, when viewed immediately prior to giving effect to such election by the Individual and such election by such Entity, unchangedTakeovers Code.

Commitment. This letter the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Commitment) (an “Extension Request”) setting forth the proposed terms of the Extended Commitment to be established, which terms (other than as provided in clause (c) below) shall be identical to those applicable to the Existing Commitment from which they are to be extended (the “Letter AgreementSpecified Existing Commitment”) will confirm except (x) all or any of the final maturity/termination dates of such Extended Commitment may be delayed to later dates than the final maturity/termination dates of the Specified Existing Commitment, (y) (A) the interest margins with respect to the Extended Commitment may be higher or lower than the interest margins for the Specified Existing Commitment and/or (B) additional fees may be payable to the Lenders providing such Extended Commitment in addition to or in lieu of any increased margins contemplated by the preceding clause (A) and (z) the commitment fee, if any, with respect to the Extended Commitment may be higher or lower than the commitment fee, if any, for the Specified Existing Commitment, in each case to the extent provided in the applicable Extension Amendment; provided that, notwithstanding anything to the contrary in this Section 2.25 or otherwise, (1) no Extended Commitment shall be secured by or receive the benefit of Buyerany collateral, credit support or security that does not secure or support the commitment of TakuanExisting Commitments, LLC, a North Carolina limited liability company (“Takuan”), the Xxx X./Xxxx X. Xxxx Generation Skipping Trust (the “Trust” and together with Takuan, the “Entities”) and J. Xxxx Xxxx (the “Individual” and together with the Entities, the “Undersigned”), to subscribe for Class L and Class A common stock of Buyer (“Subscribed Shares”) for aggregate consideration consisting of (a2) the number final maturity of Shares set forth on Schedule A (any Extended Revolving Loan shall not be earlier than any Loan made under the “Committed Shares”) and (b) proceeds from the Merger with an aggregate value as set forth on Schedule A (the “Committed Proceeds”); providedapplicable Specified Existing Commitment in respect thereof, however, that the Undersigned shall not, under any circumstances, be obligated to contribute to, purchase equity or debt of or otherwise provide funds to Buyer other than the contribution of the Committed Shares and Committed Proceeds; provided, further, that in the event the aggregate Merger Consideration, as the same exists as of the date hereof pursuant to the Merger Agreement, is reduced (pursuant to one or more amendments, restatements or other modifications to the Merger Agreement) by less than Pioneer Parent, Inc. August 4, 2014 five percent (5%), the Undersigned, in their sole discretion, may elect (by delivery of written notice to Buyer not later than three (3) Business Days prior to the consummation of the Merger in accordance with the terms of the Merger Agreement) to reduce the aggregate consideration represented by the Committed Shares and the Committed Proceeds which is subject to the Commitment (as defined below) by a percentage up to, but which does not exceed, such percentage reduction each Lender in the aggregate Merger Consideration. The value of the Committed Shares and Committed Proceeds shall be used to purchase the Subscribed Shares at the same per share price and in the same proportions as the Equity Investors are acquiring Class L and Class A common stock of Buyer. The obligation of the Undersigned to fund the Committed Shares and Committed Proceeds (the “Commitment”) is subject to (i) the terms of this Letter Agreement and (ii) the substantially concurrent consummation of the Merger in accordance with the terms of the Merger Agreement. It is understood and agreed that the Individual Specified Existing Commitment shall be permitted to reduce participate in the number of his Committed Shares and/or the amount of his Committed Proceeds as the Individual may determine in his sole discretion (provided that the Individual elects, by delivery of written notice to Buyer, to make such reduction not later than three (3) Business Days prior to the consummation of the Merger Extended Commitment in accordance with the terms its pro rata share of the Merger Agreement)Specified Existing Commitment, so long (4) assignments and participations of Extended Commitments shall be governed by the same assignment and participation provisions applicable to Loans and Commitments hereunder as set forth in Section 9.04 and (5) the repayment (other than in connection with a permanent voluntary prepayment) and the mandatory prepayment of any Extended Revolving Loans shall be made on a pro rata basis with all other outstanding Revolving Loans (other than at the maturity of any Revolving Loan Commitments that have not been extended, at which point the maturing Revolving Loans associated therewith either or both may be repaid without making a pro rata payment of the Entities elects (by delivery of contemporaneous written notice any non-maturing Revolving Loans). No Lender shall have any obligation to Buyer) agree to increase the number have any of its Committed Shares by Existing Loans or, if applicable, commitments of any Existing Commitment converted into an Extended Commitment pursuant to any Extension Request. Any Extended Commitment shall constitute a separate commitment of Loans from the number necessary, after giving effect to Specified Existing Commitments and from any other Existing Commitments (together with any other Extended Commitments so established on such election by the Individual and such election by such Entity, to render the collective aggregate value of the Committed Shares and the Committed Proceeds, when viewed immediately prior to giving effect to such election by the Individual and such election by such Entity, unchangeddate).

Commitment. This Xxxxx Xxxx (“Investor”) is pleased to advise you that Investor, on behalf of itself (and one or more of its Investor Assignees (as defined below), if applicable), hereby irrevocably commits and agrees to make a capital contribution to Parent, at or substantially concurrently with the Closing, in accordance with the terms and subject to the conditions set forth in this letter agreement (this “Agreement”), directly or indirectly, in an aggregate value equal to $855,099.50 (the “Commitment”), subject to reduction as set forth in this Section 1. Investor’s Commitment may be satisfied, in Investor’s sole discretion, by (i) a cash contribution to Parent by, or on behalf of, Investor, (ii) a contribution to Parent of shares of Class A common stock, par value $0.0001 per share, of the Company (the “Company Class A Shares”) held by Investor or its Affiliates as of immediately prior to the Closing, or (iii) a combination of the foregoing. For purposes of determining the value of Investor’s contribution pursuant to the foregoing clauses (ii) and (iii), including determining whether the Commitment has been satisfied, each Company Class A Share contributed by Investor shall be ascribed a value equal to the Merger Consideration. At least three (3) business days prior to the Closing, Investor shall deliver to Parent an election notice in the form of Exhibit A attached hereto (the “Election Notice”), specifying the portion of the Commitment that will be satisfied pursuant to each of the foregoing clauses (i) through (iii). The cash proceeds of the Commitment, if any, together with the cash proceeds of the capital contributions made to Parent pursuant to the other Equity Commitment Letters (the “Signing Equity Commitment Letters”) and Debt Commitment Letter (the “Debt Commitment Letter”) delivered to Parent by certain other investors (the “Signing Investors”) as of the date hereof and the Interim Commitment Letters (as defined below) shall be used by Parent for one or more of the following purposes, and not for any other purpose whatsoever: (i) to satisfy Parent’s and Merger Sub’s payment obligations under the Merger Agreement and the expenses of Parent, Xxxxxx Sub, Xxxxx X. Xxxx, and Dr. Xxxx Xxxxxx required to be reimbursed by the Company pursuant to that certain Interim Investors’ Agreement, dated as of the date hereof, by and among Parent, Merger Sub, Investor, and the Other Investors (the “Interim Investors’ Agreement”) will confirm for (the benefit of Buyerpayments in this clause (i), collectively, the commitment of Takuan, LLC, a North Carolina limited liability company (“TakuanClosing Payments”), (ii) after the Xxx X./Xxxx X. Xxxx Generation Skipping Trust Closing, for working capital and general corporate purposes of Parent and its Subsidiaries, or (iii) for the purposes of financing cash shortfalls at the Company during the period between the date hereof and the Closing or as otherwise necessary to consummate the Transactions. The value of the Commitment (a) may be reduced by Parent by written notice prior to the Closing only in accordance with the terms of the Investor Investors’ Agreement, and only so long as Parent shall have, assuming the receipt of all proceeds under this Agreement, the applicable Signing Equity Commitment Letters, the Debt Commitment Letter, and any other financing commitments delivered to Parent on or after the date hereof (the “Trust” and together with Takuan, the “Entities”) and J. Xxxx Xxxx (the “IndividualInterim Commitment Letters” and together with the EntitiesSigning Equity Commitment Letters and the Debt Commitment Letter, the “UndersignedOther Commitment Letters”, and the commitment parties to the Interim Commitment Letters, the “Interim Investors” and together with the Signing Investors, the “Other Investors”) in a form consented to by the Company in writing (such consent not to be unreasonably withheld, conditioned, or delayed), sufficient funds to subscribe for Class L and Class A common stock of Buyer (“Subscribed Shares”) for aggregate consideration consisting of (a) satisfy the number of Shares set forth on Schedule A (the “Committed Shares”) Closing Payments in full and (b) proceeds from shall be reduced automatically in an amount equal to any indebtedness funded by Investor to the Merger Company after the date hereof, including, without limitation, pursuant to any Interim Commitment Letter, if any. At the Closing, Investor, together with an aggregate value as set forth on Schedule any Investor Assignee, shall, in the aggregate, have sufficient means (whether through a cash contribution or rollover of Company Class A (Shares) to make a capital contribution in the “Committed Proceeds”); provided, however, that amount of the Undersigned shall notCommitment. None of Investor nor any Investor Assignee shall, under any circumstancescircumstance, be obligated to (or be obligated to cause any other Person to), directly or indirectly, contribute to, purchase equity or debt of from, make an investment in or otherwise provide funds or assets to Buyer Parent or any other than the contribution Person pursuant to this Agreement in excess of the Committed Shares and Committed Proceeds; provided, further, Commitment (it being understood that in the event the aggregate Merger Consideration, as the same exists as nothing herein shall be deemed to limit or otherwise impair any of the date hereof Investor’s commitments or obligations pursuant to the Merger Warrant Exchange Agreement or the Noteholder Conversion Agreement). Notwithstanding anything to the contrary set forth in this Agreement, is reduced (pursuant to one or more amendments, restatements or other modifications to in no event shall the Merger Agreement) by less than Pioneer Parent, Inc. August 4, 2014 five percent (5%), cumulative liability of Investor and any Investor Affiliate under this Agreement exceed the Undersigned, in their sole discretion, may elect (by delivery of written notice to Buyer not later than three (3) Business Days prior to the consummation of the Merger in accordance with the terms of the Merger Agreement) to reduce the aggregate consideration represented by the Committed Shares and the Committed Proceeds which is subject to the Commitment (as defined below) by a percentage up to, but which does not exceed, such percentage reduction in the aggregate Merger Consideration. The value of the Committed Shares and Committed Proceeds shall be used to purchase the Subscribed Shares at the same per share price and in the same proportions as the Equity Investors are acquiring Class L and Class A common stock of Buyer. The obligation of the Undersigned to fund the Committed Shares and Committed Proceeds (the “Commitment”) is subject to (i) the terms of this Letter Agreement and (ii) the substantially concurrent consummation of the Merger in accordance with the terms of the Merger Agreement. It is understood and agreed that the Individual shall be permitted to reduce the number of his Committed Shares and/or the amount of his Committed Proceeds as the Individual may determine in his sole discretion (provided that the Individual elects, by delivery of written notice to Buyer, to make such reduction not later than three (3) Business Days prior to the consummation of the Merger in accordance with the terms of the Merger Agreement), so long as in connection therewith either or both of the Entities elects (by delivery of contemporaneous written notice to Buyer) to increase the number of its Committed Shares by the number necessary, after giving effect to such election by the Individual and such election by such Entity, to render the collective aggregate value of the Committed Shares and the Committed Proceeds, when viewed immediately prior to giving effect to such election by the Individual and such election by such Entity, unchanged.

Commitment. This letter (The Equity Provider hereby irrevocably commits, subject to the “Letter Agreement”) will confirm for terms and conditions set forth herein, to make, or cause to be made, an investment in cash in the benefit of Buyer, and cause the commitment Buyer to receive, (a) on or prior to the Closing Date, an aggregate amount to enable the Buyer to fund: (i) the Purchase Price payable at the Closing, plus (ii) any premiums, underwriting fees and other costs payable in respect of Takuanthe R&W Insurance Policy, LLC, a North Carolina limited liability company plus (“Takuan”), iii) any other financial obligations of the Xxx X./Xxxx X. Xxxx Generation Skipping Trust Buyer or amounts owed by the Buyer to the Sellers pursuant to the terms and conditions of the Purchase Agreement (the “Trust” and together with Takuancollectively, the “Entities”) and J. Xxxx Xxxx (the “Individual” and together with the Entities, the “Undersigned”), to subscribe for Class L and Class A common stock of Buyer (“Subscribed Shares”) for aggregate consideration consisting of (a) the number of Shares set forth on Schedule A (the “Committed SharesClosing Payment Contribution”) and (b) proceeds from the Merger Termination Fee in accordance with an aggregate value as set forth on Schedule A Section 8.2(d) of the Purchase Agreement, if and when the Buyer becomes obligated to pay such amount (the “Committed ProceedsTermination Fee Contribution”, and together with the Closing Payment Contribution, as the context requires, the “Contribution”); provided, however, provided that the Undersigned Equity Provider shall not, under any circumstances, be obligated to contribute more than the Contribution to the Buyer. In no event shall the Equity Provider assume any additional liabilities under the Purchase Agreement or otherwise. The Equity Provider may effect its Contribution directly or indirectly (i) through one or more affiliates and/or (ii) through one or more non-affiliate co-investors designated by the Equity Provider, provided that no such designation shall relieve the Equity Provider of its obligations hereunder. The Contribution will be made in immediately available funds. Each of the Buyer and the Equity Provider acknowledges and agrees that the proceeds from the Closing Payment Contribution shall be used solely for the purpose of allowing the Buyer to fund, and solely to the extent necessary to fund, the amounts owed by the Buyer under the Purchase Agreement, as and when due, and subject to, purchase equity or debt of or otherwise provide funds to Buyer other than the contribution of the Committed Shares and Committed Proceeds; provided, further, that in the event the aggregate Merger Consideration, as the same exists as of the date hereof pursuant to the Merger Agreement, is reduced (pursuant to one or more amendments, restatements or other modifications to the Merger Agreement) by less than Pioneer Parent, Inc. August 4, 2014 five percent (5%), the Undersigned, in their sole discretion, may elect (by delivery of written notice to Buyer not later than three (3) Business Days prior to the consummation of the Merger in accordance with the terms of the Merger Agreement) to reduce the aggregate consideration represented by the Committed Shares and the Committed Proceeds which is subject to the Commitment (as defined below) by a percentage up to, but which does not exceed, such percentage reduction in the aggregate Merger Consideration. The value of the Committed Shares and Committed Proceeds shall be used to purchase the Subscribed Shares at the same per share price and in the same proportions as the Equity Investors are acquiring Class L and Class A common stock of Buyer. The obligation of the Undersigned to fund the Committed Shares and Committed Proceeds (the “Commitment”) is subject to (i) the terms of this Letter Agreement and (ii) the substantially concurrent consummation of the Merger in accordance with the terms of the Merger Agreement. It is understood and agreed that the Individual shall be permitted to reduce the number of his Committed Shares and/or the amount of his Committed Proceeds as the Individual may determine in his sole discretion (provided that the Individual elects, by delivery of written notice to Buyer, to make such reduction not later than three (3) Business Days prior to the consummation of the Merger in accordance with the terms of the Merger Agreement), so long as in connection therewith either or both of the Entities elects (by delivery of contemporaneous written notice to Buyer) to increase the number of its Committed Shares by the number necessary, after giving effect to such election by the Individual and such election by such Entity, to render the collective aggregate value of the Committed Shares and the Committed Proceeds, when viewed immediately prior to giving effect to such election by the Individual and such election by such Entity, unchangedconditions thereto.

Commitment. This letter agreement confirms the several, and not joint, commitment of each Investor, upon the terms and subject to the conditions and limitations set forth herein, to contribute or cause to be contributed (directly or indirectly) to Parent its percentage (as set forth opposite such Investor’s name on Schedule A hereto) of an aggregate amount of up to $750,000,000 of cash equity financing (the “Letter AgreementCommitment”) will confirm at the Closing, solely for the benefit purpose of Buyerfunding and only to the extent necessary, the commitment of Takuan, LLC, a North Carolina limited liability company (“Takuan”), the Xxx X./Xxxx X. Xxxx Generation Skipping Trust (the “Trust” and together with Takuan, the “Entities”) and J. Xxxx Xxxx (the “Individual” and together with the Entitiessubstantially concurrent receipt of the proceeds of the Debt Financing, the “Undersigned”), to subscribe for Class L and Class A common stock of Buyer (“Subscribed Shares”) for aggregate consideration consisting of (a) the number of payment for any and all Shares set forth on Schedule A (tendered pursuant to the “Committed Shares”) Offer at the Offer Acceptance Time and (b) proceeds from the payment required to be made pursuant to Section 2.6(a) and Section 2.9 of the Merger Agreement, in each case, pursuant to, and in accordance with, the Merger Agreement and the payment of Indebtedness and related fees and expenses in connection with an aggregate value as set forth on Schedule A (the “Committed Proceeds”)Offer and the Merger; provided, however, that the Undersigned shall notno Investor or any of their permitted assignees shall, under any circumstances, be obligated to contribute tomake available, purchase equity or debt cause to be made available, any amounts in excess of or otherwise provide funds to Buyer other than the contribution their respective percentage of the Committed Shares and Committed Proceeds; provided, further, that Commitment as set out in the event the aggregate Merger Consideration, as the same exists as Schedule A hereto. The several obligation of each Investor (or any of its permitted assignees) to fund its respective portion of the date hereof pursuant to the Merger Agreement, is reduced (pursuant to one or more amendments, restatements or other modifications to the Merger Agreement) by less than Pioneer Parent, Inc. August 4, 2014 five percent (5%), the Undersigned, in their sole discretion, may elect (by delivery of written notice to Buyer not later than three (3) Business Days prior to the consummation of the Merger in accordance with the terms of the Merger Agreement) to reduce the aggregate consideration represented by the Committed Shares and the Committed Proceeds which is subject to the Commitment (as defined below) by a percentage up to, but which does not exceed, such percentage reduction in the aggregate Merger Consideration. The value of the Committed Shares and Committed Proceeds shall be used to purchase the Subscribed Shares at the same per share price and in the same proportions as the Equity Investors are acquiring Class L and Class A common stock of Buyer. The obligation of the Undersigned to fund the Committed Shares and Committed Proceeds (the “Commitment”) is subject to (ia) the terms of this Letter letter agreement, (b) the written waiver by Parent or Purchaser or satisfaction of all conditions precedent set forth in the Merger Agreement (including the Offer Condition) to Parent’s and Purchaser’s obligations to effect the Closing, (c) the prior or substantially simultaneous receipt of the net cash proceeds of the Debt Financing (or any alternative financing) and (iid) the substantially concurrent consummation simultaneous Closing of the Merger in accordance with on the terms and subject to the conditions of the Merger Agreement. It is understood and agreed that Without prejudice to the Individual obligations of the Investors under this letter agreement, the amount to be funded under this letter agreement shall be permitted to reduce reduced in the number of his Committed Shares and/or manner designated by the amount of his Committed Proceeds as Investors in the Individual may determine in his sole discretion (provided event that the Individual elects, by delivery of written notice to Buyer, to make such reduction Parent does not later than three (3) Business Days prior to the consummation require all of the Merger Equity Financing with respect to which the Investors have made the Commitment in accordance with order to consummate the terms of the Merger Agreement), so long as in connection therewith either or both of the Entities elects (by delivery of contemporaneous written notice to Buyer) to increase the number of its Committed Shares by the number necessary, after giving effect to such election by the Individual and such election by such Entity, to render the collective aggregate value of the Committed Shares Offer and the Committed ProceedsMerger; provided, when viewed immediately prior however, such amount shall not be reduced pursuant to giving effect to such election by this sentence until and unless the Individual and such election by such Entity, unchangedClosing occurs.

Commitment. This letter For valuable consideration, the receipt and sufficiency of which are hereby acknowledged, YHG Investment, L.P. (the “Letter AgreementSponsor”) hereby irrevocably commits, on the terms and subject to the conditions set forth herein, that it will confirm for make one or more direct or indirect capital contributions in the benefit form of Buyer, the commitment of Takuan, LLC, a North Carolina limited liability company cash in Hong Kong dollars (“Takuan”), the Xxx X./Xxxx X. Xxxx Generation Skipping Trust in an immediately available form and free from any deduction or withholding whatsoever) (the “Trust” and together with Takuan, the “Entities”) and J. Xxxx Xxxx (the “Individual” and together with the Entities, the “UndersignedContributions”), to subscribe for Class L and Class A common stock of Buyer Bidco, on the first Business Day (“Subscribed Shares”as defined in the Announcement) for aggregate consideration consisting of (a) after the number of Shares set forth on Schedule A Scheme becomes effective (the “Committed Shares”) and (b) proceeds from the Merger with an aggregate value as set forth on Schedule A (the “Committed ProceedsSettlement Date”); provided, howeverin immediately available funds, that of the Undersigned aggregate amount of HK$397,003,325 (such amount, the Sponsor’s “Commitment”). Such aggregate amount of the Commitment shall, on the Settlement Date, be delivered to Bidco or to Holdco or Topco by the Sponsor and subsequently (without unreasonably delay) by Holdco or Topco to Bidco, in each case by the Sponsor in Hong Kong dollars in full, free from any deduction or withholding whatsoever and without regard to any lien, right or set-off, counterclaim or otherwise to such bank account as designated by notice in writing from Bidco. The Sponsor shall not, under any circumstances, be obligated to contribute tomore than its Commitment to Bidco pursuant to this letter agreement, purchase equity or debt of or otherwise provide funds but without prejudice to Buyer other than the contribution terms of the Committed Shares Consortium Agreement dated on or about of this letter agreement entered into between, among others, Xxxxxxxxx HHBH Holdings Limited, Xxxxxxxxx HHBG Holdings Limited and Committed Proceeds; providedSuperise Colorful Brands Limited. The Sponsor hereby undertakes that it will not directly or indirectly transfer any interest (directly or indirectly held) in Holdco, further, that in Topco or Bidco without the event the aggregate Merger Consideration, as the same exists as prior written consent of the date hereof pursuant Financial Advisor if the Financial Advisor believes that such transfer would adversely affect the Scheme or Bidco’s ability to pay all the Merger Agreement, is reduced (pursuant to one or more amendments, restatements or other modifications to cash consideration in connection with the Merger Agreement) by less than Pioneer Parent, Inc. August 4, 2014 five percent (5%), the Undersigned, in their sole discretion, may elect (by delivery of written notice to Buyer not later than three (3) Business Days prior to the consummation of the Merger Transaction in accordance with the terms Takeovers Code and/or affect the Financial Advisor being able to provide the cash confirmation as required by Rule 3.5 of the Merger Agreement) to reduce the aggregate consideration represented by the Committed Shares and the Committed Proceeds which is subject paragraph 11 of Schedule 1 to the Commitment (as defined below) by a percentage up to, but which does not exceed, such percentage reduction in the aggregate Merger Consideration. The value of the Committed Shares and Committed Proceeds shall be used to purchase the Subscribed Shares at the same per share price and in the same proportions as the Equity Investors are acquiring Class L and Class A common stock of Buyer. The obligation of the Undersigned to fund the Committed Shares and Committed Proceeds (the “Commitment”) is subject to (i) the terms of this Letter Agreement and (ii) the substantially concurrent consummation of the Merger in accordance with the terms of the Merger Agreement. It is understood and agreed that the Individual shall be permitted to reduce the number of his Committed Shares and/or the amount of his Committed Proceeds as the Individual may determine in his sole discretion (provided that the Individual elects, by delivery of written notice to Buyer, to make such reduction not later than three (3) Business Days prior to the consummation of the Merger in accordance with the terms of the Merger Agreement), so long as in connection therewith either or both of the Entities elects (by delivery of contemporaneous written notice to Buyer) to increase the number of its Committed Shares by the number necessary, after giving effect to such election by the Individual and such election by such Entity, to render the collective aggregate value of the Committed Shares and the Committed Proceeds, when viewed immediately prior to giving effect to such election by the Individual and such election by such Entity, unchangedTakeovers Code.

Commitment. This Subject to the terms and conditions set forth in this letter agreement, the undersigned (“WC SACD One”) hereby agrees to make an equity contribution to Parent immediately prior to the time Parent, Merger Sub and the Company become obligated under the Merger Agreement to effect the consummation of the Offer and the Closing, as applicable, in an aggregate amount equal to the Equity Commitment (as defined below), which amount shall be used by Parent, together with other financial resources of Parent and Merger Sub, including cash, cash equivalents and marketable securities of Parent and Merger Sub on the Closing Date, for the purpose of enabling (a) Parent to cause Merger Sub to accept for payment and pay for any and all Shares validly tendered pursuant to the Offer at the Acceptance Time (the “Letter Agreement”) will confirm for the benefit of Buyer, the commitment of Takuan, LLC, a North Carolina limited liability company (“TakuanOffer Amount”), (b) Parent and the Xxx X./Xxxx X. Xxxx Generation Skipping Trust Surviving Corporation, as applicable, to make payments due under Sections 3.2, 3.3(a) and 3.4(a) of the Merger Agreement (the “Trust” Merger Amount”), and together (c) the payment of any fees, costs and expenses required to be paid by Parent or Merger Sub in connection with Takuanthe transactions contemplated by the Merger Agreement, on the “Entities”) terms and J. Xxxx Xxxx subject to the conditions of the Merger Agreement (the “Individual” and Expense Amount”). Notwithstanding anything to the contrary in this letter agreement, in no event shall WC SACD One (together with the Entities, the “Undersigned”), its assigns) be under any obligation under any circumstances to subscribe for Class L and Class A common stock of Buyer (“Subscribed Shares”) for aggregate consideration consisting of (a) the number of Shares set forth on Schedule A (the “Committed Shares”) and (b) proceeds from the Merger with provide an aggregate value as set forth on Schedule A amount of funds of more than the Equity Commitment to Parent or any other Person. The term “Equity Commitment” means an amount equal to: (the “Committed Proceeds”)i)$73,435,910; provided, however, that the Undersigned shall not, under any circumstances, be obligated to contribute to, purchase equity or debt of or otherwise provide funds to Buyer other than the contribution amount of the Committed Shares and Committed Proceeds; providedEquity Commitment (a) shall be reduced by any amount paid by Parent, furtherMerger Sub, that in the event the aggregate Merger ConsiderationWC SACD One, as the same exists as any of the date hereof pursuant Guarantors or any of their respective Affiliates related to or arising out of the transactions contemplated by the Merger Agreement, is reduced Agreement (pursuant to one or more amendments, restatements or other modifications to including without limitation any payments made under the Merger Agreement) by less than Pioneer Parent, Inc. August 4, 2014 five percent (5%Limited Guaranty), the Undersigned, in their sole discretion, may elect and (by delivery of written notice to Buyer not later than three (3b) Business Days prior to the consummation of the Merger in accordance with the terms of the Merger Agreement) to reduce the aggregate consideration represented by the Committed Shares and the Committed Proceeds which is subject to the Commitment (as defined below) by a percentage up to, but which does not exceed, such percentage reduction in the aggregate Merger Consideration. The value of the Committed Shares and Committed Proceeds shall be used to purchase the Subscribed Shares at the same per share price and in the same proportions as the Equity Investors are acquiring Class L and Class A common stock of Buyer. The obligation of the Undersigned to fund the Committed Shares and Committed Proceeds (the “Commitment”) is subject to reduced by Parent (i) the terms of this Letter Agreement and (ii) the substantially concurrent consummation of the Merger in accordance with the terms of the Merger Agreement. It is understood and agreed that the Individual shall be permitted to reduce the number of his Committed Shares and/or the an amount of his Committed Proceeds as the Individual may determine in his sole discretion (provided that the Individual elects, specified by delivery of written notice to Buyer, to make such reduction not later than three (3) Business Days prior Parent solely to the consummation of the Merger in accordance with the terms of the Merger Agreement), so long as in connection therewith either or both of the Entities elects (by delivery of contemporaneous written notice to Buyer) to increase the number of its Committed Shares by the number necessaryextent that, after giving effect to such election reduction, for Parent and Merger Sub would still be able to consummate the transactions contemplated by the Individual Merger Agreement in accordance with the terms thereof, and/or (ii) on a dollar-for-dollar basis by the amount of any additional third-party financing obtained by Parent, Merger Sub or any of their respective wholly-owned subsidiaries at or prior to the Closing; provided, however, that the Equity Commitment shall not be reduced pursuant to this clause (ii) unless and until such election by such Entitythird party financing is funded. For the avoidance of doubt, to render the collective aggregate value Equity Commitment is only payable upon the fulfillment of the Committed Shares conditions set forth in Section 2 hereof and for the Committed Proceedsuses described above and shall not be payable at any other time, when viewed immediately prior to giving effect to such election by under any other circumstances or for any other purpose, and is not a guaranty of collection or the Individual and such election by such Entityperformance of any other obligations of Parent, unchangedMerger Sub or any other Person.

Commitment. This letter (the “Letter Agreement”) will confirm for the benefit of Buyer, the commitment of Takuan, LLC, a North Carolina limited liability company (“Takuan”), the Xxx X./Xxxx X. Xxxx Generation Skipping Trust (the “Trust” Subject to and together with Takuan, the “Entities”) and J. Xxxx Xxxx (the “Individual” and together with the Entities, the “Undersigned”), to subscribe for Class L and Class A common stock of Buyer (“Subscribed Shares”) for aggregate consideration consisting of (a) the number of Shares set forth on Schedule A (the “Committed Shares”) and (b) proceeds from the Merger with an aggregate value as set forth on Schedule A (the “Committed Proceeds”); provided, however, that the Undersigned shall not, under any circumstances, be obligated to contribute to, purchase equity or debt of or otherwise provide funds to Buyer other than the contribution of the Committed Shares and Committed Proceeds; provided, further, that in the event the aggregate Merger Consideration, as the same exists as of the date hereof pursuant to the Merger Agreement, is reduced (pursuant to one or more amendments, restatements or other modifications to the Merger Agreement) by less than Pioneer Parent, Inc. August 4, 2014 five percent (5%), the Undersigned, in their sole discretion, may elect (by delivery of written notice to Buyer not later than three (3) Business Days prior to the consummation of the Merger in accordance with the provisions of this Agreement, the SOIF Parties agree to make disbursements under the Line of Credit, and Borrower may draw upon and borrow, in the manner and upon the terms and conditions expressed in this Agreement, amounts that shall not exceed in the aggregate, at any one time outstanding, Twelve Million Five Hundred Thousand and 00/100 Dollars ($12,500,000.00) (the "Commitment Amount"). The Line of the Merger Agreement) Credit shall be a revolving line of credit, against which disbursements may be made to reduce the aggregate consideration represented Borrower, repaid by the Committed Shares Borrower and the Committed Proceeds which is additional disbursements made to Borrower, subject to the limitations contained in this Agreement; provided, that the SOIF Parties shall have no obligation to make any disbursement (A) that would cause the outstanding principal balance of the Line of Credit plus all outstanding principal and any accrued but unpaid interest to exceed the Commitment Amount or (B) if there is an Event of Default or a Default (as defined below). The Line of Credit shall bear interest on the outstanding principal balance as follows: (1) by for the first three months of the term, at a percentage up tosimple annual rate of the 30-Day LIBOR Rate applicable on the date hereof plus six percent (6.0%), wherein the minimum interest rate shall be at least seven and one half percent (7.5%); and (2) for the second three months of the term, at a simple annual rate of the 30-Day LIBOR Rate available January 15, 2013 plus six percent (6.0%), wherein the minimum interest rate shall be at least eight and one half percent (8.5%); which accrued interest shall be payable monthly in arrears, on the fifteenth day of each month, beginning on November 15, 2012. If not sooner paid, all outstanding principal, accrued but which does not exceedunpaid interest and other outstanding sums due under this Agreement shall be paid in full on April 15, such percentage reduction 2013 (the "Maturity Date"). The Maturity Date may be extended in the aggregate Merger Consideration. The value sole and absolute discretion of the Committed Shares and Committed Proceeds shall be used Borrower, with at least five (5) days’ prior written notice to purchase the Subscribed Shares at the same per share price and in the same proportions as the Equity Investors are acquiring Class L and Class A common stock of Buyer. The obligation of the Undersigned to fund the Committed Shares and Committed Proceeds SOIF Parties, for an additional six (6) month period (the “CommitmentMaturity Extension Period”) is subject to (i) upon the terms of this Letter Agreement and (ii) the substantially concurrent consummation of the Merger in accordance with the terms of the Merger Agreement. It is understood and agreed that the Individual shall be permitted to reduce the number of his Committed Shares and/or the amount of his Committed Proceeds as the Individual may determine in his sole discretion (provided that the Individual elects, by delivery of written notice to Buyer, to make such reduction not later than three (3) Business Days prior to the consummation of the Merger in accordance with the terms of the Merger Agreement), so long same interest rate as in connection therewith either or both of subparagraph (2) above but based upon the Entities elects (by delivery of contemporaneous written notice to Buyer) to increase the number of its Committed Shares by the number necessary30-Day LIBOR Rate available April 15, after giving effect to such election by the Individual and such election by such Entity, to render the collective aggregate value of the Committed Shares and the Committed Proceeds, when viewed immediately prior to giving effect to such election by the Individual and such election by such Entity, unchanged2013.

Commitment. This letter (a) Each of the Insight Funds hereby commits (the “Letter Agreement”) will confirm for the benefit of Buyer, the commitment of Takuan, LLC, a North Carolina limited liability company (“TakuanInsight Commitment”), subject to the Xxx X./Xxxx X. Xxxx Generation Skipping Trust (terms and conditions set forth herein, that, at or prior to the “Trust” and together with TakuanClosing, it shall purchase, or shall cause the purchase of, directly or indirectly through one or more intermediate entities, the “Entities”) and J. Xxxx Xxxx (the “Individual” and together with the Entities, the “Undersigned”), to subscribe for Class L and Class A common stock percentage of Buyer (“Subscribed Shares”) for aggregate consideration consisting equity securities of (a) the number of Shares Parent set forth on Schedule A I hereto (which percentage shall reflect the “Committed Shares”Insight Funds having a lower effective cost per share than the Rollover Investors) with an aggregate purchase price in cash equal to $190 million and (b) proceeds from the Merger Vector Fund hereby commits (the “Vector Commitment” and, together with an aggregate value the Insight Commitment, the “Commitment”), subject to the terms and conditions set forth herein, that, at or prior to the Closing, it shall purchase, or shall cause the purchase of, directly or indirectly through one or more intermediate entities, the percentage of equity securities of Parent as set forth on Schedule A I hereto (which percentage shall reflect the “Committed Proceeds”); provided, however, that the Undersigned shall not, under any circumstances, be obligated to contribute to, purchase equity or debt of or otherwise provide funds to Buyer other Vector Fund having a lower effective cost per share than the contribution Rollover Investors) with an aggregate purchase price in cash equal to $190 million, in each case to (i) fund a portion of the Committed Shares and Committed Proceeds; provided, further, that in the event the aggregate Merger Consideration, as the same exists as of the date hereof Consideration and any other amounts required to be paid pursuant to the Merger Agreement, is reduced (ii) pay all related fees and expenses pursuant to one or more amendments, restatements or other modifications to the Merger AgreementAgreement and (iii) fund the acquisition by less than Pioneer ParentParent from the Rollover Investors of a number of shares of Company Common Stock equal to $120 million (the “Initial Equity Contribution”) divided by the Merger Consideration, Inc. August 4with substantially all of the proceeds of the Initial Equity Contribution being used to repay in full the indebtedness for borrowed money of the Rollover Investors encumbering the Rollover Shares, 2014 five percent (5%), the Undersigned, in their sole discretion, may elect (by delivery of written notice to Buyer not later than three (3) Business Days immediately prior to the consummation of the Merger, in order to effect the release of any liens, charges or encumbrances on the Rollover Shares on or immediately prior to the time in which such Rollover Investors are required to consummate the Rollover Investment at the Closing; provided, that if, and to the extent that, Parent does not require the full amount of the Insight Commitment taken together with the Vector Commitment to fund the aggregate Merger Consideration pursuant to and in accordance with the terms Merger Agreement and to pay fees and expenses contemplated thereby, then the amount of the Merger Agreement) to reduce the aggregate consideration represented by the Committed Shares Insight Commitment and the Committed Proceeds which is subject Vector Commitment to be funded, respectively, under this Agreement may be reduced by such amounts and in such proportion as the Insight Funds and the Vector Fund shall jointly agree. The proceeds from the Commitment (as defined below) by a percentage up to, but which does not exceed, such percentage reduction in the aggregate Merger Consideration. The value of the Committed Shares and Committed Proceeds pursuant to this Agreement shall be used by Parent solely to purchase satisfy the Subscribed Shares at the same per share price and purposes set forth in the same proportions as the Equity Investors are acquiring Class L foregoing sentence and Class A common stock of Buyer. The obligation of the Undersigned to fund the Committed Shares and Committed Proceeds (the “Commitment”) is subject to (i) the terms of this Letter Agreement and (ii) the substantially concurrent consummation of the Merger in accordance with the terms of the Merger Agreement. It is understood and agreed that the Individual shall be permitted to reduce the number of his Committed Shares and/or the amount of his Committed Proceeds as the Individual may determine in his sole discretion (provided that the Individual elects, by delivery of written notice to Buyer, to make such reduction not later than three (3) Business Days prior to the consummation of the Merger in accordance with the terms of the Merger Agreement), so long as in connection therewith either or both of the Entities elects (by delivery of contemporaneous written notice to Buyer) to increase the number of its Committed Shares by the number necessary, after giving effect to such election by the Individual and such election by such Entity, to render the collective aggregate value of the Committed Shares and the Committed Proceeds, when viewed immediately prior to giving effect to such election by the Individual and such election by such Entity, unchangedfor any other purpose.

Commitment. This letter Centerbridge Capital Partners II, L.P. and Centerbridge Capital Partners SBS II, L.P. (the “Letter Agreement”) will confirm for the benefit of Buyer, the commitment of Takuan, LLC, a North Carolina limited liability company (“Takuan”), the Xxx X./Xxxx X. Xxxx Generation Skipping Trust (the “Trust” and together with Takuantogether, the “EntitiesSponsor”) and J. Xxxx Xxxx (the “Individual” and together with the Entities, the “Undersigned”), to subscribe for Class L and Class A common stock on behalf of Buyer (“Subscribed Shares”) for aggregate consideration consisting of (a) the number of Shares set forth on Schedule A (the “Committed Shares”) and (b) proceeds from the Merger with an aggregate value as set forth on Schedule A (the “Committed Proceeds”); provided, however, that the Undersigned shall not, under any circumstances, be obligated to contribute to, purchase equity themselves or debt of or otherwise provide funds to Buyer other than the contribution of the Committed Shares and Committed Proceeds; provided, further, that in the event the aggregate Merger Consideration, as the same exists as of the date hereof pursuant to the Merger Agreement, is reduced (pursuant to one or more amendments, restatements of their affiliated parallel or other modifications co-investment funds hereby jointly and severally agree to the Merger Agreement) by less than Pioneer Parent, Inc. August 4, 2014 five percent (5%), the Undersigned, in their sole discretion, may elect (by delivery of written notice to Buyer not later than three (3) Business Days prior to the consummation of the Merger in accordance with the terms of the Merger Agreement) to reduce the aggregate consideration represented by the Committed Shares and the Committed Proceeds which is subject to fund the Commitment (as defined below) by a percentage up to, but which does not exceed, such percentage reduction contributing equity to Parent in an amount equal to the aggregate Merger Consideration. The value of the Committed Shares and Committed Proceeds shall be used to purchase the Subscribed Shares at the same per share price and in the same proportions as the Equity Investors are acquiring Class L and Class A common stock of Buyer. percentages set forth opposite their respective names on Exhibit A. The obligation of the Undersigned Sponsor to fund the Committed Shares and Committed Proceeds (the “Commitment”) Commitment is subject only to the satisfaction of the following conditions: (i) the terms execution and delivery of this Letter the Merger Agreement and by the parties thereto; (ii) (x) if the substantially concurrent consummation Offer Closing shall occur, the satisfaction or waiver by Parent and Purchaser of all of the Offer Conditions, as of the expiration of the Offer (other than those conditions that by their terms are to be satisfied by actions taken at the Offer Closing, but each of which shall be capable of being satisfied at the Offer Closing), or (y) if the Merger Closing shall occur, the satisfaction or (to the extent permitted by applicable Law) waiver by Parent and Purchaser of the conditions set forth in Section 6.1 and Section 6.2 of the Merger Agreement (other than those conditions that by their terms are to be satisfied by actions taken at the Merger Closing, each of which shall be capable of being satisfied at the Merger Closing); (iii) (x) the Debt Financing (or, if alternative debt financing has been obtained in accordance with Section 5.13(d) of the Merger Agreement for all the Debt Financing, such alternative debt financing) has been funded or (y) the Debt Financing would be funded in accordance with the terms of thereof at the Offer Closing and/or the Merger Agreement. It Closing, as applicable, if the Equity Financing is understood and agreed that funded at the Individual shall be permitted to reduce the number of his Committed Shares and/or the amount of his Committed Proceeds as the Individual may determine in his sole discretion (provided that the Individual elects, by delivery of written notice to Buyer, to make such reduction not later than three (3) Business Days prior to the consummation of Offer Closing or the Merger in accordance with Closing, as applicable; and (iv) the terms of the Merger Agreement), so long as in connection therewith either or both of the Entities elects (by delivery of contemporaneous written notice to Buyer) to increase the number of its Committed Shares by the number necessary, after giving effect to such election by the Individual and such election by such Entity, to render the collective aggregate value of the Committed Shares and the Committed Proceeds, when viewed immediately prior to giving effect to such election by the Individual and such election by such Entity, unchanged.Company has irrevocably confirmed

Commitment. This letter agreement confirms the commitment of the Investors, subject to the terms and conditions set forth herein, (i) to purchase (or cause an assignee permitted by the terms set forth in Section 3(a) hereof to purchase), directly or indirectly, common equity securities of NewCo (the “Letter Agreement”) will confirm for the benefit of Buyer, the commitment of Takuan, LLC, a North Carolina limited liability company (“TakuanSubject Equity Securities”), in the Xxx X./Xxxx X. Xxxx Generation Skipping Trust amounts set forth on Schedule 1 hereto, immediately prior to the Closing for an aggregate purchase price equal to $210,000,000 (two hundred ten million dollars) (the “Trust” Cap”), of which (y) $201,936,000 (two hundred and together with Takuanone million nine hundred thirty-six thousand dollars) shall consist of cash, and (z) $8,064,000 (eight million sixty-four thousand dollars) shall consist of the “Entities”) and J. Xxxx Xxxx contribution of 230,400 common shares of the Company owned by the Investors to NewCo (the “Individual” Share Contribution Amount”, and together with the EntitiesCash Commitment (as defined below), the “UndersignedCommitment”), solely for the purpose of permitting NewCo to subscribe for Class L fund, and Class A common stock to the extent necessary to fund, at the Closing, the payment of Buyer the Merger Consideration pursuant to and in accordance with the Merger Agreement, and (“Subscribed Shares”ii) for aggregate consideration consisting to promptly pay or to cause to be paid to NewCo, in proportion to their share of (a) the number of Shares Cap as set forth on Schedule A 1 hereto, any amount due by the Kxxxx Investor (as defined in the Interim Investors Agreement) as a result of (x) any final, non-appealable judgment by a court of competent jurisdiction or (y) the agreement between the Kxxxx Investor, NewCo and the other Investors (as defined in the Interim Investors Agreement) entitled to indemnification, in each case, under Section 2.8 of the Interim Investors Agreement in connection with any damages claims made by NewCo against the Kxxxx Investor pursuant to Section 2.8 of the Interim Investors Agreement (a “Ruling”, and such amount due by the Investors pursuant to such Ruling, the “Committed SharesDamage Amount”) (collectively the foregoing clauses (i)(y) and (ii), the “Cash Commitment”), together with (iii) related fees and expenses in connection with the transactions contemplated by the Interim Investors Agreement (including its share of any Shared Costs (as defined in the Interim Investors Agreement), as applicable (clause (i), (ii) and (iii) collectively, the “Transaction Costs”), and not for any other purpose, it being understood that the obligations of the Investors are several and not joint and under no circumstance shall any of the Investors (together with their permitted assigns in accordance with Section 3(a) herein) be required to fund pursuant to this letter agreement, or be liable for, an aggregate amount in excess of their share of the Cap, as set forth on Schedule 1 hereto, in connection with this letter agreement or the transactions contemplated by the Interim Investors Agreement or the Merger Agreement. The obligations of the Investors (together with their permitted assigns in accordance with Section 3(a) herein) to fund the Cash Commitment and effect the Share Contribution Amount, as applicable, (a) are subject to (i) the terms and conditions of this letter agreement and (ii) in respect of the purchase of the Subject Equity Securities, the satisfaction or waiver by NewCo and Merger Sub (with which waiver each of the Investors concurs in writing) and the Company of all of the conditions to NewCo, Merger Sub and the Company’s obligations to effect the Closing as set forth in Article VII of the Merger Agreement (other than those conditions that by their nature only can be satisfied at the Closing, but subject to the fulfillment, or waiver by NewCo and Merger Sub (with which waiver each of the Investors concurs in writing) and the Company, as applicable, of those conditions) and (b) proceeds from the Merger with an aggregate value as set forth on Schedule A (the “Committed Proceeds”); providedwill occur, however, that the Undersigned shall not, under any circumstances, be obligated to contribute to, purchase equity or debt of or otherwise provide funds to Buyer other than the contribution of the Committed Shares and Committed Proceeds; provided, further, that in the event the aggregate Merger Consideration, as the same exists as of the date hereof pursuant subject to the Merger Agreement, is reduced foregoing clause (pursuant to one or more amendments, restatements or other modifications to the Merger Agreement) by less than Pioneer Parent, Inc. August 4, 2014 five percent (5%a), contemporaneous with (1) the Undersigned, in their sole discretion, may elect (by delivery of written notice to Buyer not later than three (3) Business Days prior to the consummation of the Merger Closing in accordance with the terms of the Merger Agreement) to reduce the aggregate consideration represented by the Committed Shares Agreement and the Committed Proceeds which is subject simultaneous issuance to the Investors of the Subject Equity Securities, or (2) solely with respect to the Cash Commitment, a Damage Amount becoming due pursuant to a Ruling, as applicable. The amount of the Cash Commitment (as defined below) by a percentage up to, but which to be funded under this letter agreement in respect of the Subject Equity Securities may be reduced in the manner set forth in Section 2.3.1 of the Interim Investors Agreement in the event that NewCo does not exceed, such percentage reduction in require at the aggregate Merger Consideration. The value Closing the full amount of the Committed Shares and Committed Proceeds shall be used Cash Commitment in order to purchase effect the Subscribed Shares at the same per share price and in the same proportions as the Equity Investors are acquiring Class L and Class A common stock of Buyer. The obligation of the Undersigned to fund the Committed Shares and Committed Proceeds (the “Commitment”) is subject to (i) the terms of this Letter Agreement and (ii) the substantially concurrent consummation of the Merger in accordance with the terms of the Merger Agreement. It is understood and agreed that the Individual shall be permitted to reduce the number of his Committed Shares and/or the amount of his Committed Proceeds as the Individual may determine in his sole discretion (provided that the Individual elects, by delivery of written notice to Buyer, to make such reduction not later than three (3) Business Days prior to the consummation of the Merger in accordance with the terms of the Merger Agreement), so long as in connection therewith either or both of the Entities elects (by delivery of contemporaneous written notice to Buyer) to increase the number of its Committed Shares by the number necessary, after giving effect to such election by the Individual and such election by such Entity, to render the collective aggregate value of the Committed Shares and the Committed Proceeds, when viewed immediately prior to giving effect to such election by the Individual and such election by such Entity, unchangedClosing.

Commitment. This JW 16 LLC (“Investor”) is pleased to advise you that Investor, on behalf of itself (and one or more of its Investor Assignees (as defined below), if applicable), hereby irrevocably commits and agrees to make a capital contribution to Parent, at or substantially concurrently with the Closing, in accordance with the terms and subject to the conditions set forth in this letter agreement (this “Agreement”), directly or indirectly, in an aggregate value equal to $16,064,553.50 (the “Commitment”), subject to reduction as set forth in this Section 1. Investor’s Commitment may be satisfied, in Investor’s sole discretion, by (i) a cash contribution to Parent by, or on behalf of, Investor, (ii) a contribution to Parent of shares of Class A common stock, par value $0.0001 per share, of the Company (the “Company Class A Shares”) held by Investor or its Affiliates as of immediately prior to the Closing, or (iii) a combination of the foregoing. For purposes of determining the value of Investor’s contribution pursuant to the foregoing clauses (ii) and (iii), including determining whether the Commitment has been satisfied, each Company Class A Share contributed by Investor shall be ascribed a value equal to the Merger Consideration. At least three (3) business days prior to the Closing, Investor shall deliver to Parent an election notice in the form of Exhibit A attached hereto (the “Election Notice”), specifying the portion of the Commitment that will be satisfied pursuant to each of the foregoing clauses (i) through (iii). The cash proceeds of the Commitment, if any, together with the cash proceeds of the capital contributions made to Parent pursuant to the other Equity Commitment Letters (the “Signing Equity Commitment Letters”) and Debt Commitment Letter (the “Debt Commitment Letter”) delivered to Parent by certain other investors (the “Signing Investors”) as of the date hereof and the Interim Commitment Letters (as defined below) shall be used by Parent for one or more of the following purposes, and not for any other purpose whatsoever: (i) to satisfy Parent’s and Merger Sub’s payment obligations under the Merger Agreement and the expenses of Parent, Xxxxxx Sub, Xxxxx X. Xxxx, and Dr. Xxxx Xxxxxx required to be reimbursed by the Company pursuant to that certain Interim Investors’ Agreement, dated as of the date hereof, by and among Parent, Merger Sub, Investor, and the Other Investors (the “Interim Investors’ Agreement”) will confirm for (the benefit of Buyerpayments in this clause (i), collectively, the commitment of Takuan, LLC, a North Carolina limited liability company (“TakuanClosing Payments”), (ii) after the Xxx X./Xxxx X. Xxxx Generation Skipping Trust Closing, for working capital and general corporate purposes of Parent and its Subsidiaries, or (iii) for the purposes of financing cash shortfalls at the Company during the period between the date hereof and the Closing or as otherwise necessary to consummate the Transactions. The value of the Commitment (a) may be reduced by Parent by written notice prior to the Closing only in accordance with the terms of the Investor Investors’ Agreement, and only so long as Parent shall have, assuming the receipt of all proceeds under this Agreement, the applicable Signing Equity Commitment Letters, the Debt Commitment Letter, and any other financing commitments delivered to Parent on or after the date hereof (the “Trust” and together with Takuan, the “Entities”) and J. Xxxx Xxxx (the “IndividualInterim Commitment Letters” and together with the EntitiesSigning Equity Commitment Letters and the Debt Commitment Letter, the “UndersignedOther Commitment Letters”, and the commitment parties to the Interim Commitment Letters, the “Interim Investors” and together with the Signing Investors, the “Other Investors”) in a form consented to by the Company in writing (such consent not to be unreasonably withheld, conditioned, or delayed), sufficient funds to subscribe for Class L and Class A common stock of Buyer (“Subscribed Shares”) for aggregate consideration consisting of (a) satisfy the number of Shares set forth on Schedule A (the “Committed Shares”) Closing Payments in full and (b) proceeds from shall be reduced automatically in an amount equal to any indebtedness funded by Investor to the Merger Company after the date hereof, including, without limitation, pursuant to any Interim Commitment Letter, if any. At the Closing, Investor, together with an aggregate value as set forth on Schedule any Investor Assignee, shall, in the aggregate, have sufficient means (whether through a cash contribution or rollover of Company Class A (Shares) to make a capital contribution in the “Committed Proceeds”); provided, however, that amount of the Undersigned shall notCommitment. None of Investor nor any Investor Assignee shall, under any circumstancescircumstance, be obligated to (or be obligated to cause any other Person to), directly or indirectly, contribute to, purchase equity or debt of from, make an investment in or otherwise provide funds or assets to Buyer Parent or any other than the contribution Person pursuant to this Agreement in excess of the Committed Shares and Committed Proceeds; provided, further, Commitment (it being understood that in the event the aggregate Merger Consideration, as the same exists as nothing herein shall be deemed to limit or otherwise impair any of the date hereof Investor’s commitments or obligations pursuant to the Merger Warrant Exchange Agreement or the Noteholder Conversion Agreement). Notwithstanding anything to the contrary set forth in this Agreement, is reduced (pursuant to one or more amendments, restatements or other modifications to in no event shall the Merger Agreement) by less than Pioneer Parent, Inc. August 4, 2014 five percent (5%), cumulative liability of Investor and any Investor Affiliate under this Agreement exceed the Undersigned, in their sole discretion, may elect (by delivery of written notice to Buyer not later than three (3) Business Days prior to the consummation of the Merger in accordance with the terms of the Merger Agreement) to reduce the aggregate consideration represented by the Committed Shares and the Committed Proceeds which is subject to the Commitment (as defined below) by a percentage up to, but which does not exceed, such percentage reduction in the aggregate Merger Consideration. The value of the Committed Shares and Committed Proceeds shall be used to purchase the Subscribed Shares at the same per share price and in the same proportions as the Equity Investors are acquiring Class L and Class A common stock of Buyer. The obligation of the Undersigned to fund the Committed Shares and Committed Proceeds (the “Commitment”) is subject to (i) the terms of this Letter Agreement and (ii) the substantially concurrent consummation of the Merger in accordance with the terms of the Merger Agreement. It is understood and agreed that the Individual shall be permitted to reduce the number of his Committed Shares and/or the amount of his Committed Proceeds as the Individual may determine in his sole discretion (provided that the Individual elects, by delivery of written notice to Buyer, to make such reduction not later than three (3) Business Days prior to the consummation of the Merger in accordance with the terms of the Merger Agreement), so long as in connection therewith either or both of the Entities elects (by delivery of contemporaneous written notice to Buyer) to increase the number of its Committed Shares by the number necessary, after giving effect to such election by the Individual and such election by such Entity, to render the collective aggregate value of the Committed Shares and the Committed Proceeds, when viewed immediately prior to giving effect to such election by the Individual and such election by such Entity, unchanged.