by and among

and

in its capacity as the Securityholder Representative

Dated as of August 2, 2023

Page

This Agreement and Plan Of Merger (this “Agreement”), dated as of August 2, 2023, is by and among: (i) Sprout Social, Inc., a Delaware corporation (“Parent”); (ii) Tag Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”); (iii) Tagger Media, Inc., a Delaware corporation (the “Company”); and (iv) Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the representative, agent and attorney-in-fact of the Company Equityholders (the “Securityholder Representative”).

WHEREAS, the parties intend that, on the terms and subject to the conditions set forth in this Agreement, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger (the “Surviving Corporation”) and becoming a wholly owned subsidiary of Parent, pursuant to and in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”);

WHEREAS, the boards of directors of Parent, Merger Sub, and the Company have each determined that the Merger is advisable and in the best interests of their respective companies and their respective stockholders, and have approved this Agreement and the Merger provided for in this Agreement upon the terms and subject to the conditions set forth in this Agreement;

WHEREAS, the Company expects to obtain and deliver, immediately (but in any event within one hour) following the execution and delivery of this Agreement, to Parent a written consent in substantially the form attached hereto as Exhibit A (a “Written Consent”), executed by the Company Stockholders identified on Annex A (the “Initial Consenting Stockholders”) evidencing the obtainment of the Requisite Approval;

WHEREAS, contemporaneously with the execution and delivery of this Agreement, and as a condition and inducement to Parent’s willingness to enter into this Agreement, each Initial Consenting Stockholder has delivered to Parent a Joinder Agreement in the form attached as Exhibit B (the “Joinder Agreement”), duly executed by each Initial Consenting Stockholder;

WHEREAS, contemporaneously with the execution and delivery of this Agreement, and as a condition and inducement to Parent’s willingness to enter into this Agreement, (a) each employee or service provider of the Company set forth on Annex B (collectively, the “Key Persons”) has entered into an offer letter and proprietary inventions and assignment agreement or contractor agreement, as applicable, with Parent or an Affiliate of Parent (together, the “Key Person Agreements”), which will become effective as of the Effective Time; and (b) each employee or contractor of the Company set forth on Annex C (collectively, the “Restrictive Covenant Signatories”) has entered into a restrictive covenant agreement with Parent (the “Restrictive Covenant Agreements”), which will become effective as of the Effective Time; and

WHEREAS, the parties hereto desire to make certain representations, warranties, covenants, and agreements in connection with the Merger.

NOW, THEREFORE, the parties to this Agreement agree as follows:

Article I.
THE MERGER

1.1The Merger.

(a)In accordance with the terms and subject to the conditions of this Agreement, at the Effective Time, the Company, Parent and Merger Sub will consummate the Merger in accordance with the DGCL, under which (i) Merger Sub will be merged with and into the Company and the separate corporate existence of Merger Sub will cease; (ii) the Company will be the successor or surviving corporation in the Merger and will continue to be governed by the laws of the State of Delaware; (iii) the separate corporate existence of the Company with all its rights, privileges, immunities, powers, and franchises will continue unaffected by the Merger; and (iv) the Company will succeed to and assume all the rights and obligations of Merger Sub as a wholly owned subsidiary of Parent. The Merger will have the effects set forth in the applicable provisions of the DGCL.

(b)Concurrently with the Closing on the Closing Date, the parties hereto will file a Certificate of Merger in the form attached as Exhibit C (the “Certificate of Merger”) with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL. The Merger will become effective upon the acceptance by the Secretary of State of the State of Delaware of the Certificate of Merger or at such later time as is agreed to by the parties to this Agreement and specified in the Certificate of Merger (the time at which the Merger becomes effective is referred to in this Agreement as the “Effective Time”).

(c)At the Effective Time, and without any further action on the part of the Company, Parent or Merger Sub:

(i)the certificate of incorporation of the Company, as in effect immediately before the Effective Time, will be amended and restated in the Merger so as to be identical in all respects to the certificate of incorporation of Merger Sub as in effect immediately before the Effective Time, except that the name of the Surviving Corporation will be the name of the Company as of immediately before the Effective Time, and, as so amended and restated, such certificate of incorporation will be the certificate of incorporation of the Surviving Corporation until later amended as provided therein or by applicable Legal Requirements;

(ii)the bylaws of the Company, as in effect immediately before the Effective Time, will be amended and restated in the Merger so as to be identical in all respects to the bylaws of Merger Sub as in effect immediately before the Effective Time, except that the name of the Surviving Corporation will be the name of the Company as of immediately before the Effective Time, and, as so amended and restated, such bylaws will be the bylaws of the Surviving Corporation until later amended as provided therein or by applicable Legal Requirements;

(iii)the directors and officers of Merger Sub immediately before the Effective Time will, from and after the Effective Time, be the directors and officers of the Surviving Corporation, until their respective successors have been duly elected, designated, or qualified, or until their earlier death, resignation, or removal in accordance with the Surviving Corporation’s certificate of incorporation and bylaws; and

(iv)the Merger will, from and after the Effective Time, have all of the effects provided by the DGCL and applicable Legal Requirements. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the properties, rights, privileges, and powers of the Company and Merger Sub will vest in the Surviving Corporation, and all debts, liabilities, and duties of the Company and Merger Sub will become the debts, liabilities, and duties of the Surviving Corporation.

1.2Subsequent Actions. If at any time after the Effective Time the Surviving Corporation determines, in its sole discretion, or is advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances, or any other actions or things are necessary or desirable to vest, perfect, or confirm of record or otherwise in the Surviving Corporation its right, title, or interest in, to, or under any of the rights, properties, or assets of the Company acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out the terms of this Agreement, then the officers and directors of the Surviving Corporation are authorized to execute and deliver, in the name and on behalf of the Company, all such deeds, bills of sale, instruments of conveyance, assignments, and assurances and to take and do, in the name and on behalf of the Company or otherwise, all such other actions and things as are necessary or desirable to vest, perfect, or confirm any and all right, title, or interest in, to, and under such rights, properties, or assets in the Surviving Corporation or otherwise to carry out the terms of this Agreement.

1.3Conversion of Securities in the Merger; Treatment of Company Options, Company SARs and Company RSAs.

(a)Effect on Company Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company, or the holders of shares of Company Capital Stock:

(i)Each share of Company Series C Common Stock issued and outstanding immediately before the Effective Time will be cancelled and extinguished and, subject to compliance with the provisions of Section 1.5, will (other than any Dissenting Shares and Treasury Shares) be converted automatically into the right of the holder thereof to receive, upon the terms and subject to the conditions set forth in this Agreement, an amount in cash, without interest, as described on the Closing Consideration Schedule.

(ii)Each share of Company Series B Common Stock issued and outstanding immediately before the Effective Time will be cancelled and extinguished and, subject to compliance with the provisions of Section 1.5, will (other than any Dissenting Shares and Treasury Shares) be converted automatically into the right of the holder thereof to receive, upon the terms and subject to the conditions set forth in this Agreement, (A) an amount in cash, without interest, as described on the Closing Consideration Schedule, and (B) payment of such holder’s Pro Rata Percentage of the Post-Closing Merger Consideration, if and to the extent that any Post-Closing Merger Consideration is payable to the Company Equityholders pursuant to this Agreement.

(iii)Each share of Company Capital Stock (other than any shares of Company Series B Common Stock or Company Series C Common Stock) issued and outstanding immediately before the Effective Time will be cancelled and extinguished and, subject to compliance with the provisions of Section 1.5, will (other than any Dissenting Shares and Treasury Shares) be converted automatically into the right of the holder thereof to receive, upon the terms and subject to the conditions set forth in this Agreement, (A) an amount in cash, without interest, as described on the Closing Consideration Schedule (such amount, the “Per Share Consideration”), and (B) payment of such holder’s Pro Rata Percentage of the Post-Closing Merger Consideration, if and to the extent that any Post-Closing Merger Consideration is payable to the Company Equityholders pursuant to this Agreement.

(b)Treatment of Company Options, Company SARs and Company RSAs in the Merger.

(i)At the Effective Time, each Company Vested Option and each Company Vested SAR that has a per share exercise or measurement price, as applicable, that is less than the Per Share Consideration and which is unexpired, unexercised and outstanding as of immediately before the Effective Time will automatically (and without any action on the part of any party to this Agreement or the holder of such Company Vested Option or Company Vested SAR) be cancelled and terminated and, subject to the holder’s timely execution and delivery of an Award Treatment Agreement in the form attached as Exhibit D (the “Award Treatment Agreement”), be converted into and represent only the right to receive, upon the terms and subject to the conditions set forth in this Agreement, (A) an amount in cash, without interest, as described on the Closing Consideration Schedule, and (B) payment of such holder’s Pro Rata Percentage of the Post-Closing Merger Consideration, if and to the extent that any Post-Closing Merger Consideration is payable to the Company Equityholders pursuant to this Agreement.

(ii)At the Effective Time, each (A) Company Unvested Option, (B) Company Unvested SAR, (C) Company Unvested RSA, and (D) Company Vested Option or Company Vested SAR that has a per share exercise or measurement price, as applicable, that is equal to or greater than the Per Share Consideration and which is unexpired, unexercised and outstanding as of immediately before the Effective Time will automatically (and without any action on the part of any party to this Agreement or the holder of such Company Unvested Option, Company Unvested SAR, Company Unvested RSA, or Company Vested Option or Company Vested SAR, as applicable) be cancelled and terminated without payment of consideration therefor.

(iii)Before the Effective Time, the Company will take all necessary actions, including obtaining appropriate resolutions of the Company’s Board of Directors (the “Board”) and any required consents, providing all notices, and taking all other actions necessary or desirable to effect the transactions contemplated by this Section 1.3(b), which notices, resolutions, consents, and other written materials will be subject to advance review and approval by Parent. Promptly following the Closing Date, the Paying Agent will deliver, (A) to each holder of (y) any Company Unvested Options and/or (z) any Company Unvested SARs and/or (aa) any Company Unvested RSAs and/or (bb) any Company Vested Option and/or Company Vested SARs with a per share exercise or measurement price, as applicable, that is greater than or equal to the Per Share Consideration, an Award Treatment Agreement and (B) to each holder of a Company Vested Option or Company Vested SAR with a per share exercise or measurement price that is less than the Per Share Consideration, an Award Treatment Agreement.

(iv)Effective as of immediately before the Effective Time, the Company will terminate the Company Equity Plan.

(c)Effect on Treasury Shares. At the Effective Time, each issued and outstanding share of Company Capital Stock that is held in treasury of the Company or owned by the Company, Parent, or Merger Sub immediately prior to the Effective Time (collectively, “Treasury Shares”) will automatically be cancelled and retired without any conversion thereof and will cease to exist, and no consideration will be delivered in exchange therefor.

(d)Effect on Merger Sub Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the Company, the Company Equityholders or any other Person, each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be cancelled and converted into one validly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.

(e)Adjustment. Notwithstanding the foregoing, the consideration payable to Company Equityholders as of the Effective Time under this Section 1.3 will be subject to adjustment as provided in this Agreement.

1.4Appraisal and Dissenters’ Rights.

(a)Notwithstanding anything in this Agreement to the contrary, any shares of Company Capital Stock held by a Company Stockholder who has properly demanded and not effectively withdrawn or lost such holder’s appraisal or dissenters’ rights for such shares under the DGCL or other similar rights (if any) under applicable Legal Requirements (collectively, the “Dissenting Shares”) will not be converted into or represent a right to receive a portion of the consideration as set forth in Section 1.3, but the holder of such Company Capital Stock will only be entitled to such rights that are provided by the DGCL or other applicable Legal Requirements (if any).

(b)Notwithstanding the provisions of Section 1.4(a), if any holder of Dissenting Shares effectively withdraws or loses (through failure to perfect or otherwise) such holder’s appraisal or dissenters’ rights with respect to such shares under the DGCL or any other similar rights under other applicable Legal Requirements (if any such other rights have been purportedly invoked), then, as of the later of the Effective Time and the occurrence of such event, such shares will automatically be converted into and represent only the right to receive the consideration set forth in and subject to the provisions of this Agreement, upon surrender of the certificate(s) formerly representing such shares.

(c)Before the Closing Date, the Company will give Parent (i) reasonably prompt notice of any written demand for appraisal received by the Company in accordance with the applicable provisions of the DGCL (and of any similar demand purportedly made under other applicable Legal Requirements) and (ii) the opportunity to participate in all negotiations and proceedings with respect to such demands. Before the Closing Date, the Company and Parent will work together in good faith to respond to any such demands, including any offers to settle any such demands and any communication to be made by the Company to any Dissenting Stockholder with respect to such demands; provided that, for the avoidance of doubt, the Company will not settle any such demands without the prior written consent of Parent. Notwithstanding the foregoing, to the extent that Parent or the Surviving Corporation (A) makes any payment or payments in respect of any Dissenting Shares in excess of the consideration that otherwise would have been payable in respect of such shares in accordance with this Agreement or (B) incurs any losses (including reasonable attorneys’ and consultants’ fees, costs, and expenses and including any such reasonable fees, costs, and expenses incurred in connection with investigating, defending against, or settling any action or proceeding) in respect of any Dissenting Shares ((A) and (B) together, “Excess Dissenting Share Payments”), Parent will be entitled to recover the amount of such Excess Dissenting Share Payments in accordance with the terms of Article VII of this Agreement.

(d)Notwithstanding any provision of this Article I or Article VII to the contrary, in the event that there are any Dissenting Shares, then (i) any payment by Parent in accordance with this Agreement (other than in accordance with Section 1.4(a)) that would have been required to have been paid to such holder of Dissenting Shares (each a “Dissenting Stockholder”) (assuming, for such purpose, that such Dissenting Stockholder had not exercised appraisal rights) will be retained by Parent, and (ii) such Dissenting Stockholder will not be entitled to receive any part of the Post-Closing Merger Consideration and any such amounts otherwise payable to such Dissenting Stockholder in respect of such Dissenting Shares under any such distribution will be payable to Parent in lieu of such Dissenting Stockholder.

1.5Closing Consideration Schedule; Surrender and Payment of Company Capital Stock.

(a)Delivery of Closing Consideration Schedule. Prior to the Closing Date, the Company will deliver to Parent a schedule (the “Closing Consideration Schedule”) in a form reasonably acceptable to Parent, which will accurately set forth, as of the Closing:

(i)the number of issued and outstanding (A) shares of Company Capital Stock, including the applicable class and series, (B) Company Vested Options, (C) Company Vested SARs and (D) the Aggregate Exercise Amount;

(ii)for each Company Equityholder (1) such Company Equityholder’s name, address and email address, (2) whether such Company Equityholder is a current or former employee of the Company, (3) the number of (A) shares of Company Capital Stock, including the applicable class and series, and (B) Company Vested Options and Company Vested SARs that have a per share exercise price or measurement price, as applicable, that is less than the Per Share Consideration, in each case owned by such Company Equityholder as of the Closing Date (including the respective certificate numbers, and per share exercise price or measurement price, in each case, if applicable), (4) with respect to shares of Company Capital Stock, the adjusted Tax basis of any such shares that constitute a “covered security” within the meaning of Treasury Regulations Section 1.6045-1(a)(15), (5) with respect to Company Vested Options, (A) whether such Company Vested Options are Employee Options or Non-Employee Options, (B) under which Company Equity Plan such Company Vested Option was issued, (C) whether such Company Vested Option is a nonstatutory option or qualifies as an incentive stock option as defined in Section 422 of the Code, and (D) whether such Company Vested Option is “early exercisable,” (6) with respect to Company Vested SARs, (A) whether such Company Vested SARs are Employee SARs or Non-Employee SARs, and (B) under which Company Equity Plan such Company Vested SAR was issued, (7) with respect to each Company RSA, under which Company Equity Plan such Company RSA was issued, (8) the Pro Rata Percentage applicable to such Company Equityholder, (9) the Company’s calculation of the Merger Consideration to be paid to such Company Equityholder in accordance with the terms of this Agreement (with a separate indication of all components thereof, including such Company Equityholder’s Pro Rata Percentage of the Adjustment Escrow Amount, the Indemnity Escrow Amount and the Securityholder Representative Reserve), and (10) any amounts required to be withheld under applicable Legal Requirements (including the applicable type of Tax and jurisdiction) from the Merger Consideration that such Company Equityholder is entitled to receive; and

(iii)for each payment contemplated by the Payoff Letters and Invoices delivered pursuant to Section 5.11: (1) whether Taxes are required to be withheld from such payment; and

(2) any Tax reporting (e.g., on IRS Forms 1099-INT, 1099-OID, 1099-NEC, 1099-MISC, or 1042-S or other similar Tax form) required to be filed with respect to such payment.

Parent and the Surviving Corporation shall be entitled to conclusively rely upon the Closing Consideration Schedule, including with respect to whether any individual Company Equityholder received the appropriate portion of the Merger Consideration, and in no event will Parent, the Surviving Corporation, or any of their Affiliates have any liability to any Person on account of payments or distributions made in accordance with the Closing Consideration Schedule.

(b)Surrender of Company Capital Stock; Delivery of Consideration.

(i)At the Effective Time, Parent and the Securityholder Representative will engage Acquiom Financial LLC, a Colorado limited liability company, to act as the payments administrator in its capacity as such in connection with the Merger (the “Paying Agent”) pursuant to the payments administration agreement by and among Parent, the Securityholder Representative and the Paying Agent entered into at the Closing, in the form attached hereto as Exhibit E (the “Paying Agent Agreement”).

(ii)At the Closing, Parent will deposit, or cause to be deposited, with the Paying Agent a cash amount necessary to pay to each Company Equityholder (other than Dissenting Stockholders and Company Equityholders solely in respect of Employee Options, Employee SARs and Company Vested RSA Shares) the applicable share of the Estimated Aggregate Consideration that such Company Equityholder is entitled to receive as of the Closing in accordance with Article I and as set forth on the Closing Consideration Schedule, for distribution in accordance with Section 1.5(b)(iv) to the Company Equityholders.

(iii)At the Closing, Parent shall pay, or cause to be paid, to the Surviving Corporation a cash amount, by wire transfer of immediately available funds to an account designated by the Company prior to Closing, necessary to pay each Company Equityholder in respect of Employee Options, Employee SARs and Company Vested RSA Shares the applicable share of the Estimated Aggregate Consideration that such Company Equityholder is entitled to receive as of the Closing in accordance with Article I and as set forth on the Closing Consideration Schedule, for distribution to the Company Equityholders in respect of Employee Options, Employee SARs and Company Vested RSA Shares through the Surviving Corporation’s payroll system (such payment to be net of applicable withholding Tax). Parent shall not be required to make any payment pursuant to this Agreement to any Company Equityholder in respect of Employee Options, Employee SARs and Company Vested RSA Shares unless and until Parent has received a duly executed Award Treatment Agreement from such Company Equityholder.

(iv)Promptly following the Closing Date, the Paying Agent will solicit payment instructions from and deliver to each Company Stockholder a letter of transmittal, substantially in the form of Exhibit F (the “Transmittal Letter”), which will specify, among other things, that delivery will be effected, and risk of loss and title to Company Capital Stock issued and outstanding immediately prior to the Effective Time will pass, only upon delivery of a Transmittal Letter to the Paying Agent. Upon surrender of such Transmittal Letter, duly completed and validly executed in accordance with the instructions thereto, and such other documents that Parent or the Paying Agent may reasonably require (including a duly completed and validly executed (x) Joinder Agreement and (y) IRS Form W-8 or W-9, as applicable), Parent shall cause the Paying Agent to pay to the Company Stockholder the applicable Merger Consideration such Company Stockholder is entitled to receive in accordance with Section 1.3 and as set forth on the Closing Consideration Schedule, subject to any applicable Tax withholding. Promptly following the Closing Date, the Paying Agent will solicit payment instructions from each Company Equityholder in respect of such Company Equityholder’s Non-Employee Options and Non-Employee SARs. Upon receipt of such payment instructions and such other documents that Parent or the Paying Agent may reasonably require (including a duly completed and validly executed (1) Award Treatment Agreement and (2) IRS Form W-8 or W-9, as applicable), Parent shall cause the Paying Agent to pay to the holder of such Non-Employee Options and Non-Employee SARs the applicable Merger Consideration such holder is entitled to receive in exchange therefor in accordance with Section 1.3 and as set forth on the Closing Consideration Schedule, subject to any applicable Tax withholding.

Notwithstanding anything in this Agreement to the contrary, neither the Paying Agent nor Parent shall be required to make any payment pursuant to this Agreement to any Company Equityholder unless and until Parent has received a duly completed and validly executed Joinder Agreement or Award Treatment Agreement, as applicable, from such Company Equityholder.

(v)At any time following 12 months after the Effective Time (the “Refund Date”), all cash deposited with the Paying Agent in accordance with Section 1.5(b)(ii) that remains undistributed to any Company Equityholder as of the Refund Date will be delivered to Parent upon demand, and thereafter the affected Company Equityholders will be entitled to look only to Parent and the Surviving Corporation (subject to abandoned property, escheat, or other similar Legal Requirements) only as general creditors thereof and subject to this Article I. In addition, notwithstanding anything to the contrary in this Agreement, none of the Paying Agent, Parent, Merger Sub, the Surviving Corporation, or the Securityholder Representative will be liable to any Company Equityholder for any amount delivered to a public official in accordance with any applicable abandoned property, escheat, or similar Legal Requirements. No interest shall be payable for the cash amounts delivered to Parent pursuant to the provisions of this Section 1.5(b)(v) and which are subsequently delivered to the Company Equityholders.

(vi)If the consideration payable to holders of Company Capital Stock is to be paid to a Person other than the Person in whose name is reflected in electronic certificate form in Carta, it will be a condition to the payment of such amounts that (A) the electronic certificate so surrendered is properly endorsed or accompanied by appropriate stock powers and otherwise be in proper form for transfer, (B) the Person requesting such transfer has established to the satisfaction of Parent that such transfer is proper and in accordance with all applicable Regulations, (C) the Person requesting such transfer pay to the Surviving Corporation any transfer or other Taxes payable by reason of the foregoing or establish to the satisfaction of Parent that such Taxes have been paid or are not required to be paid, and (D) the transferee duly execute and deliver to Parent a Transmittal Letter.

(c)Escrows.

(i)At the Closing, Parent shall deposit, or cause to be deposited, with the Escrow Agent (i) an amount equal to the Adjustment Escrow Amount, which shall be held in trust in a separate account (the “Adjustment Escrow Account”) and (ii) an amount equal to the Indemnity Escrow Amount, which shall be held in trust in a separate account (the “Indemnity Escrow Account”, and together with the Adjustment Escrow Account, the “Escrow Funds”), in each case, pursuant to the terms of this Agreement and the Escrow Agreement. The Adjustment Escrow Amount shall be used to provide a source of funding to Parent for any amount payable to Parent pursuant to Section 1.6(c)(ii). The Indemnity Escrow Amount shall be used to provide a source of funding to Parent for any amount payable to the Company Indemnified Parties pursuant to Article VII.

(ii)Notwithstanding anything to the contrary herein, at the Closing, Parent will withhold from each Company Equityholder’s applicable portion of the Merger Consideration otherwise payable to such Company Equityholder pursuant to Section 1.3, such Company Equityholder’s Pro Rata Percentage of the Adjustment Escrow Amount and the Indemnity Escrow Amount, in each case as set forth on the Closing Consideration Schedule, and deposit such amounts with the Escrow Agent in accordance with Section 1.5(c)(i).

(iii)To the extent any amount becomes payable out of the Adjustment Escrow Account or the Indemnity Escrow Account to the Company Equityholders, the Securityholder Representative and Parent shall jointly instruct the Escrow Agent to distribute to (A) the Paying Agent for further distribution to each Company Equityholder, with respect to the portion of the Adjustment Escrow Amount or Indemnity Escrow Amount (as applicable) to be paid in respect of shares of Company Capital Stock, Company Options and Company SARs (other than Employee Options, Employee SARs and Company Vested RSA Shares), such Company Equityholder’s Pro Rata Percentage of such amount and (B) the Surviving Corporation for further distribution through the Surviving Corporation’s payroll system to the Company Equityholders that are holders of Employee Options, Employee SARs or Company Vested RSA Shares, with respect to the portion of the Adjustment Escrow Amount or Indemnity Escrow Amount (as applicable) to be paid in respect of Employee Options, Employee SARs and Company Vested RSA Shares, such Company Equityholder’s Pro Rata Percentage of such amount (such payment to be net of applicable withholding Taxes).

(iv)The parties hereto agree that, for applicable Tax purposes, (A) Parent shall be treated as the owner of the Escrow Funds, (B) any interest or investment income earned on the Escrow Funds shall be allocable to Parent, and (C) within ten days after the end of each calendar quarter and immediately prior to any final disbursement of the Escrow Funds to the Company Indemnifying Parties, Parent shall be entitled to a distribution equal to thirty percent (30%) of any interest or investment income earned on the Escrow Funds for such calendar quarter (or portion thereof).

(d)Payment of Indebtedness. At the Closing, Parent shall repay, or cause to be repaid, on behalf of the Company, all amounts necessary to discharge fully the then-outstanding balance of the Indebtedness listed on Schedule 5.11 pursuant to the Payoff Letters.

(e)Payment of Company Transaction Expenses. At the Closing, Parent will pay (or cause to be paid) the amount of the non-compensatory Estimated Closing Transaction Expenses payable to each payee pursuant to the applicable Invoices by wire transfer of immediately available funds to such payee’s account as specified in instructions delivered to Parent by the Company prior to the Closing; provided, however, that any compensatory Estimated Closing Transaction Expenses payable to employees of the Company shall be deposited with the Company and paid through the payroll system of the Surviving Corporation or, for Persons that are not employees of the Company, through accounts payable, in each case within five Business Days following such deposit.

(f)No Further Ownership Rights in Company Capital Stock. At and after the Effective Time, each holder of issued and outstanding shares of Company Capital Stock immediately before the Effective Time will cease to have any rights as a holder of such shares of Company Capital Stock, except for the right of such Company Stockholder to surrender its, his or her electronic certificates in exchange for the consideration payable in respect of such Company Capital Stock under this Agreement or in the case of a Dissenting Stockholder, to perfect its, his, or her right to receive payment (if any) for Dissenting Shares in accordance with the DGCL. After the Effective Time, there will be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Company Capital Stock outstanding immediately before the Effective Time. If, after the Effective Time, electronic certificates are presented to the Surviving Corporation for any reason, they will be cancelled and exchanged as provided in this Article I, except as otherwise provided by applicable Legal Requirements.

(g)Withholding. Parent, the Company, and the Surviving Corporation and their respective Affiliates and the Paying Agent and Escrow Agent (each, a “Withholding Agent”) will be entitled to deduct and withhold (or cause to be deducted and withheld) from any payments made under, or otherwise contemplated by, this Agreement all amounts that may be required to be deducted or withheld with respect to such payments under applicable Legal Requirements, and shall be provided any Tax forms or similar information necessary to such deduction or withholding, including IRS Form W-9 and the appropriate version of IRS Form W-8, as applicable. To the extent that amounts are so deducted or withheld and paid over to the appropriate Tax Authority, such amounts will be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made. To the extent that amounts are not so deducted and withheld, such Person shall indemnify the Withholding Agent for any amounts imposed by a Governmental Body, together with any related Damages. Notwithstanding anything to the contrary in this Agreement, at Parent’s election, any amounts payable under, or otherwise contemplated by this Agreement, in respect of Employee Options, Employee SARs, Company Vested RSA Shares or Company Transaction Expenses subject to employment Tax withholding may instead of being paid through the Surviving Corporation’s payroll system be paid through the Paying Agent’s payroll processing system.

1.6Adjustment to Consideration.

(a)Pre-Closing Statement. Prior to the Closing Date, the Company will prepare and deliver to Parent an unaudited statement (the “Pre-Closing Statement”), which will be prepared in accordance with GAAP, setting forth the Company’s good faith estimates of each of (i) the Estimated Aggregate Consideration; (ii) the aggregate amount of all Cash of the Company as of the Closing Time (the “Estimated Closing Cash”); (iii) the aggregate amount of all Indebtedness of the Company that has not been fully and finally satisfied as of the Closing Time (the “Estimated Closing Indebtedness”); (iv) the estimated Company Transaction Expenses that have not been fully and finally satisfied as of the Closing Time (the “Estimated Closing Transaction Expenses”); and (v) the Working Capital as of the Closing Time (the “Estimated Closing Working Capital”). The Pre-Closing Statement will be accompanied by reasonably detailed schedules indicating a calculation of the Estimated Aggregate Consideration, the Estimated Closing Cash, the Estimated Closing Indebtedness, the Estimated Closing Transaction Expenses and the Estimated Closing Working Capital. In addition, prior to the Closing Date, the Company will deliver to Parent a funds flow memorandum in form and substance reasonably acceptable to Parent setting forth payment instructions with respect to each payment to be made on the Closing Date. The Company shall make available to Parent and its Representatives the books and records used in preparing the Pre-Closing Statement and reasonable access (on prior notice and during business hours) to the Company’s personnel as Parent may reasonably request in connection with its review of such statements, and will otherwise cooperate in good faith with Parent’s and its Representatives’ review of such statements and shall take into consideration in good faith any comments of Parent on the Pre-Closing Statement and incorporate any mutually agreed-upon adjustments to the Pre-Closing Statement, as applicable. Notwithstanding the foregoing, in no event will any of Parent’s rights be considered waived, impaired or otherwise limited as a result of Parent not making an objection prior to the Closing or its making an objection that is not fully implemented in a revised Pre-Closing Statement, as applicable.

(b)Closing Statement. No later than 60 calendar days following the Closing Date, Parent will prepare and deliver to the Securityholder Representative an unaudited statement (the “Closing Statement”) setting forth Parent’s good faith calculation of each of (i) the proposed Adjustment Amount; (ii) the aggregate amount of all Cash of the Company as of the Closing Time (the “Closing Cash”); (iii) the aggregate amount of all Indebtedness of the Company that has not been fully and finally satisfied as of the Closing Time (the “Closing Indebtedness”); (iv) the Company Transaction Expenses that have not been fully and finally satisfied as of the Closing Time (the “Closing Transaction Expenses”); and (v) the Working Capital as of the Closing Time (the “Closing Working Capital”), together with an unaudited balance sheet of the Company as of the Closing Time, but which shall not reflect the transactions occurring at the Closing. The Closing Statement will be prepared in accordance with GAAP. The Closing Statement will be accompanied by reasonably detailed schedules indicating a calculation of the Adjustment Amount, Closing Cash, Closing Indebtedness, Closing Transaction Expenses and Closing Working Capital. After the Securityholder Representative’s receipt of the Closing Statement, Parent shall, and shall cause the Surviving Corporation to, make available to Securityholder Representative the books and records used in preparing the Closing Statement and reasonable access (on prior notice and during business hours) to Parent’s and the Surviving Corporation’s personnel (including Parent’s and the Surviving Corporation’s independent accountants, subject to Securityholder Representative signing a customary confidentiality and hold harmless agreement in form and substance reasonably acceptable to such independent accountants) as Securityholder Representative may reasonably request in connection with Securityholder Representative’s review of the Closing Statement, and will otherwise cooperate in good faith with Securityholder Representative’s review of the Closing Statement.

(c)Distribution of the Adjustment Amount.

(i)If the Adjustment Amount is finally determined to be a positive number (the lesser of (x) such positive Adjustment Amount and (y) the Adjustment Escrow Amount, the “Excess Amount”), then within ten Business Days following the final determination of the Adjustment Amount pursuant to this Section 1.6, (A) Parent will promptly cause to be paid to (1) the Paying Agent for further distribution to each Company Equityholder, with respect to the portion of the Excess Amount to be paid in respect of shares of Company Capital Stock, Company Options and Company SARs (other than Employee Options, Employee SARs and Company Vested RSA Shares), such Company Equityholder’s Pro Rata Percentage of the Excess Amount and (2) the Surviving Corporation for further distribution through the Surviving Corporation’s payroll system to the Company Equityholders that are holders Employee Options, Employee SARs or Company Vested RSA Shares with respect to the portion of the Excess Amount to be paid in respect of Employee Options, Employee SARs and Company Vested RSA Shares, such Company Equityholder’s Pro Rata Percentage of such Excess Amount (such payment to be net of applicable withholding Taxes), in each case, by delivery of immediately available funds, in each case in accordance with Section 1.6(c)(iii), and (B) Parent and the Securityholder Representative shall jointly instruct the Escrow Agent to distribute the entire Adjustment Escrow Amount to (1) the Paying Agent for further distribution to each Company Equityholder, with respect to the portion of the Adjustment Escrow Amount to be paid in respect of shares of Company Capital Stock, Company Options and Company SARs (other than Employee Options, Employee SARs and Company Vested RSA Shares), such Company Equityholder’s Pro Rata Percentage of the Adjustment Escrow Amount and (2) the Surviving Corporation for further distribution through the Surviving Corporation’s payroll system to the Company Equityholders that are holders Employee Options, Employee SARs or Company Vested RSA Shares, with respect to the portion of the Adjustment Escrow Amount to be paid in respect of Employee Options, Employee SARs and Company Vested RSA Shares, such Company Equityholder’s Pro Rata Percentage of such Adjustment Escrow Amount (such payment to be net of applicable withholding Taxes), in each case in accordance with Section 1.6(c)(iii).

(ii)If the Adjustment Amount is a negative number (the “Shortfall Amount”), then within ten Business Days following the final determination of the Adjustment Amount, (A) Parent and the Securityholder Representative shall jointly instruct the Escrow Agent to pay to Parent, out of the balance of the Adjustment Escrow Account attributable to the Adjustment Escrow Amount, an amount equal to such Shortfall Amount; provided, however, that if the Shortfall Amount exceeds the Adjustment Escrow Amount (a “Purchase Price Excess”), Parent shall have the obligation to recover the Purchase Price Excess (A) first, from the Indemnity Escrow Account, and (B) then, from Company Equityholders, severally and not jointly, in the case of clause (B), based on their respective Pro Rata Percentage and (C) in the event that the Shortfall Amount is less than the Adjustment Escrow Amount, Parent and the Securityholder Representative shall jointly instruct the Escrow Agent to distribute from the balance of the Adjustment Escrow Account an amount that is equal to the Adjustment Escrow Amount minus the Shortfall Amount to (1) the Paying Agent for further distribution to each Company Equityholder, with respect to the portion of the remaining Adjustment Escrow Amount to be paid in respect of shares of Company Capital Stock, Company Options and Company SARs (other than Employee Options, Employee SARs and Company Vested RSA Shares), such Company Equityholder’s Pro Rata Percentage of such remaining Adjustment Escrow Amount and (2) the Surviving Corporation for further distribution through the Surviving Corporation’s payroll system to the Company Equityholders that are holders Employee Options, Employee SARs or Company Vested RSA Shares, with respect to the portion of the remaining Adjustment Escrow Amount to be paid in respect of Employee Options, Employee SARs and Company Vested RSA Shares, such Company Equityholder’s Pro Rata Percentage of such remaining Adjustment Escrow Amount (such payment to be net of applicable withholding Taxes), in each case in accordance with Section 1.6(c)(iii).

(iii)Each of the parties hereto acknowledges and agrees that as a condition to Parent’s and the Surviving Corporation’s obligation to make any payments pursuant to this Section 1.6(c), the Securityholder Representative shall first deliver to Parent an updated spreadsheet, prepared in accordance with the Closing Consideration Schedule and this Agreement, setting forth the amounts payable to each Company Equityholder. Parent and the Surviving Corporation shall be entitled to conclusively rely upon such spreadsheet delivered by the Securityholder Representative, including with respect to whether any individual Company Equityholder received the appropriate portion of any such distribution, and in no event will Parent, the Surviving Corporation or any of their Affiliates have any liability to any Person on account of payments or distributions made in accordance with such spreadsheet delivered by the Securityholder Representative.

(d)Disputed Adjustment Amount. If the Securityholder Representative disagrees with the calculation of Closing Cash, Closing Indebtedness, Closing Transaction Expenses or Closing Working Capital (and the Adjustment Amount calculated therefrom) set forth in the Closing Statement, the Securityholder Representative will notify Parent of such disagreement in the calculations in writing (a “Notice of Disagreement”), specifying in reasonable detail the particulars of such disagreement, within 30 calendar days after the Securityholder Representative’s receipt of the Closing Statement. If the Securityholder Representative fails to provide a Notice of Disagreement within such 30 calendar day period, then the Adjustment Amount as set forth in the Closing Statement will be final and binding on the parties hereto.

(e)Resolution of Disputed Adjustment Amount. Parent and the Securityholder Representative will use their commercially reasonable efforts for a period of 30 calendar days after the Securityholder Representative’s delivery of the Notice of Disagreement (or such longer period as Parent and the Securityholder Representative may mutually agree upon) (the “Resolution Period”) to resolve any disagreements raised by the Securityholder Representative in the Notice of Disagreement with respect to the calculation of the Adjustment Amount, and any resolution by Parent and the Securityholder Representative as to any disputed items during the Resolution Period shall be conclusive, final and binding on all parties hereto. If, at the end of such Resolution Period, Parent and the Securityholder Representative are unable to resolve such disagreements, Parent will, in its sole discretion, select and engage BDO US LLP (the “Independent Accountant”) to review and resolve any remaining disputed items. The Independent Accountant’s determination will be limited to only those disputed items and amounts set forth in the Notice of Disagreement that Parent and the Securityholder Representative are unable to resolve, and with respect to each such item or amount shall be no greater than the higher amount calculated by Parent or the Securityholder Representative, as the case may be, and no lower than the lower amount calculated by Parent or the Securityholder Representative, as the case may be. The Independent Accountant will be required to make its determinations in accordance with terms of this Agreement, including the definitions and accounting principles used in this Agreement. The determination by the Independent Accountant will be final, binding, and conclusive on the parties hereto, absent manifest error or fraud. Parent and the Securityholder Representative will use their commercially reasonable efforts to cause the Independent Accountant to make its determination as soon as practicable and in any event within 30 calendar days of the Independent Accountant’s engagement. The fees and expenses of the Independent Accountant will be borne by Parent and the Securityholder Representative in proportion to the aggregate amount of all disputed items as to which such party’s claim was unsuccessful (i.e., if there are $1,000,000 of disputed items and the Independent Accountant determines that the Securityholder Representative’s claim prevails with respect to $250,000 of such disputed items and Parent’s claim prevails with respect to $750,000 of such disputed items, then the Securityholder Representative would be obligated to pay 75% of the fees and expenses and Parent would be obligated to pay 25% of the fees and expenses).

(f)Treatment of Adjustment Amount. The parties hereto agree to treat the Adjustment Amount as an adjustment to the Merger Consideration for all Tax purposes, except to the extent otherwise required by applicable Legal Requirements.

1.7Securityholder Representative Reserve.

(a)Notwithstanding anything to the contrary in this Article I, at the Effective Time, Parent will deposit, or cause to be deposited, in an account designated by the Securityholder Representative at least three Business Days before Closing, the Securityholder Representative Reserve, which will be held by the Securityholder Representative for the benefit of the Company Equityholders in accordance with this Section 1.7 and Section 10.18. For tax purposes, the Securityholder Representative Reserve will be treated as having been received and voluntarily set aside by the Company Equityholders at the time of Closing, and any Tax withholding required with respect to a Company Equityholder’s deemed receipt of its Pro Rata Percentage of the Securityholder Representative Reserve on the Closing Date shall be satisfied from such Company Equityholder’s share of Merger Consideration received at Closing.

(b)The Securityholder Representative Reserve may be applied as the Securityholder Representative, in its sole discretion, determines appropriate to defray, offset, or pay any charges, fees, costs, liabilities, or expenses of the Securityholder Representative incurred in connection with the Transactions. The Company Equityholders will not receive any interest or earnings on the Securityholder Representative Reserve and irrevocably transfer and assign to the Securityholder Representative any ownership right that they may otherwise have had in any such interest or earnings. The Securityholder Representative will hold these funds separate from its corporate funds and will not voluntarily make these funds available to its creditors in the event of bankruptcy.

(c)The balance of the Securityholder Representative Reserve held under this Section 1.7, if any (the “Distributable Reserve Amount”), will be distributed by the Securityholder Representative to the Company Equityholders as follows: the Securityholder Representative will deliver the Distributable Reserve Amount to the Paying Agent for further distribution to each Company Equityholder, with respect to the portion of the Distributable Reserve Amount to be paid in respect of shares of Company Capital Stock, Company Options and Company SARs, such Company Equityholder’s Pro Rata Percentage of the Distributable Reserve Amount in accordance with Section 1.7(d). Notwithstanding the foregoing, the Securityholder Representative Reserve will only be so distributed when the Securityholder Representative determines, in its sole discretion, that such distribution is appropriate. None of Parent, Merger Sub, the Company, the Surviving Corporation, or their respective Affiliates will have any liability or responsibility to the Company Equityholders or any other Person or Entity with respect to the Securityholder Representative Reserve or the actions and responsibilities of the Securityholder Representative contemplated by this Section 1.7.

(d)Each of the parties hereto acknowledges and agrees that as a condition to Parent’s and the Surviving Corporation’s obligation to make any payments pursuant to this Section 1.7, the Securityholder Representative shall first deliver to Parent an updated spreadsheet, prepared in accordance with the Closing Consideration Schedule and this Agreement, setting forth the amounts payable to each Company Equityholder. Parent and the Surviving Corporation shall be entitled to conclusively rely upon such spreadsheet delivered by the Securityholder Representative, including with respect to whether any individual Company Equityholder received the appropriate portion of any such distribution, and in no event will Parent, the Surviving Corporation or any of their Affiliates have any liability to any Person on account of payments or distributions made in accordance with such spreadsheet delivered by the Securityholder Representative.

Article II.
CLOSING

1.1Closing. The closing of the transactions to consummate the Merger (the “Closing”) will take place remotely by exchange of signature pages, at 9:00 a.m. Central Time no later than the third Business Day after the satisfaction or waiver of each of the conditions set forth in Article VI (other than those conditions that by their terms or nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions), or at such other time, date, and location to which the parties to this Agreement agree in writing. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date.”

1.2Deliveries at Closing.

(a)Deliveries by Parent. Upon the terms and subject to the conditions set forth in this Agreement, in reliance on the representations, warranties, and agreements of the Company contained in this Agreement, Parent will deliver (or cause to be delivered) to the Company, at or prior to the Closing, a certificate executed by an authorized officer of each of Parent and Merger Sub certifying as to the matters set forth in Section 6.1(a) as of the Closing Date.

(b)Deliveries by the Company. Upon the terms and subject to the conditions of this Agreement, in reliance upon the representations, warranties, and agreements of Parent and Merger Sub contained in this Agreement and in consideration of the consideration to be paid to the Company Equityholders, the Company will deliver (or cause to be delivered) to Parent, at or prior to the Closing, the following (reasonably satisfactory in form and substance to Parent):

(i)a certificate executed by the Secretary of the Company certifying as of the Closing Date (A) a true and complete copy of the certificate of incorporation of the Company, as amended through the Closing Date, certified as of a recent date by the Secretary of State of the State of Delaware, (B) a true and complete copy of the bylaws of the Company, as amended through the Closing Date, (C) a true and complete copy of the resolutions of the Board authorizing the execution, delivery, and performance of this Agreement and the Ancillary Agreements and the consummation of the Transactions, (D) a true and complete copy of the executed Written Consent, and (E) incumbency matters;

(ii)a certificate of good standing of the Company, dated within ten Business Days before the Closing, issued by the Secretary of State of the State of Delaware and all states in which the Company is qualified to do business;

(iii)a certificate executed by an authorized officer of the Company certifying as to the matters set forth in Section 6.2(a) and Section 6.2(d) as of the Closing Date;

(iv)a certificate and notice to the IRS in form and substance reasonably satisfactory to Parent and meeting the requirements of Treasury Regulations Sections 1.897-2(h) and 1.1445-2(c)(3), along with written authorization for Parent to deliver the notice to the IRS on behalf of the Company after the Closing;

(v)the Ancillary Agreements to which the Company or the Securityholder Representative is a party, duly executed;

(vi)resignations from the Persons holding the position of a director or an officer of the Company in office immediately before the Effective Time, resigning from such positions effective as of the Effective Time;

(vii)evidence that the Terminated Agreements have been terminated in accordance with Section 5.10;

(viii)the Payoff Letters and Invoices satisfying the requirements of Section 5.11;

(ix)the Parachute Payment Waivers required to be obtained under Section 5.7(b) and evidence reasonably satisfactory to Parent that a Stockholder Vote was solicited in accordance with Section 5.7(b);

(x)evidence reasonably satisfactory to Parent that each Company Employee Plan intended to be qualified under Section 401(k) of the Code has been terminated effective as of the day immediately before the Closing in accordance with resolutions duly adopted by the Board sponsoring such Company Employee Plan;

(xi)Joinder Agreements duly executed by the Company and Company Stockholders collectively representing, together with the Joinder Agreements delivered by the Initial Consenting Stockholders on the date hereof, at least 85% of the outstanding number of shares of Company Capital Stock (on an As-Converted Basis) entitled to vote, and all such Joinder Agreements shall be in full force and effect;

(xii)a separate, valid, complete and duly executed original IRS Form W-9 or appropriate IRS Form W-8, as applicable, from each recipient of payment for Indebtedness pursuant to Section 1.5(d) and each recipient of payment for Estimated Closing Transaction Expenses pursuant to Section 1.5(e);

(xiii)the Escrow Agreement, duly executed by the Securityholder Representative;

(xiv)an Intellectual Property Rights Transfer Agreement, duly executed by each of Bartłomiej Radziszewski and the Company; and

(xv)such other documents and instruments as in the opinion of counsel for Parent may be reasonably required to effectuate the terms of this Agreement and to comply with the terms of this Agreement.

Article III.

REPRESENTATIONS AND WARRANTIES OF THE COMPANY Subject to the disclosures set forth in the disclosure schedule of the Company dated as of the date of this Agreement and delivered to Parent concurrently with the execution of this Agreement (the “Disclosure Schedule”), the Company represents and warrants as of the date of this Agreement and as of the Closing Date (except to the extent any such representation or warranty expressly relates to a different date (in which case as of such date)) to Parent and Merger Sub as follows:

1.1Due Organization; Subsidiaries; Etc.

(a)Organization. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware with full corporate power and authority to conduct its business as it is presently being conducted, to own, license, lease, and use the properties and assets that it purports to own, license, lease, or use. The Company is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction listed on Section 3.1(a)(i) of the Disclosure Schedule, being all the jurisdictions in which the character of its properties owned, licensed, leased, or used, or the nature of its activities, make such qualification necessary. Copies of the Organizational Documents of the Company have been made available to Parent and are true, accurate, and complete as of the date of this Agreement, and there have not been and are not any breaches by the Company of its Organizational Documents. Section 3.1(a)(ii) of the Disclosure Schedule sets forth the names (and titles, if applicable) of each officer and director of the Company, including the names and members of each committee (if any) of the Board. The Board has not approved or proposed, nor has any Person proposed, any amendment to any of the Company’s Organizational Documents. Except as disclosed on Section 3.1(a)(ii) of the Disclosure Schedule, neither the Company nor the Board (or any committee thereof) has granted to any Person any power of attorney in respect of the Company or any of its assets or properties, except as contemplated hereunder.

(b)Subsidiaries. The Company (i) does not have, and has never had, any Subsidiaries and (ii) does not own, and has not owned, directly or indirectly, any capital stock, partnership interest, joint venture interest, or any other security or ownership interest (whether controlling or not) in any Entity. The Company has not agreed to acquire any interest in any Entity or make any future investment in or capital contribution to any Entity. The Company has not guaranteed and is not responsible or liable for any obligation of any other Entity.

(c)Predecessors. Except for Tagger LLC, there are no Entities that have been merged into or that otherwise are predecessors to the Company.

1.2Authorization. The Company has all requisite corporate power and authority, and has taken all corporate action necessary, to execute and deliver this Agreement, each Ancillary Agreement to which it is a party, and each instrument required to be executed and delivered by it pursuant to this Agreement, to consummate the Transactions, and to perform its obligations under this Agreement and the Ancillary Agreements to which it is a party. The execution and delivery by the Company of this Agreement, each Ancillary Agreement to which it is a party, and each instrument required to be executed and delivered by it pursuant to this Agreement, and the consummation by the Company of the Transactions, have been duly and validly approved by the Board, and Parent has been provided with documentation of such Board approval. No other corporate proceedings or actions on the part of the Company are necessary to authorize this Agreement, each Ancillary Agreement to which it is a party, and each instrument required to be executed and delivered by it pursuant to this Agreement, and the Transactions, except for the Requisite Approval, which is expected to be delivered to Parent immediately after the execution of this Agreement. This Agreement has been duly executed and delivered by the Company and is, and upon execution and delivery of the Ancillary Agreements to which the Company is a party, each of such Ancillary Agreements will be, legal, valid, and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, moratorium, reorganization, and other similar Legal Requirements affecting creditors’ rights generally and (b) the general principles of equity, regardless of whether asserted in a proceeding in equity or at law ((a) and (b) together, the “Enforceability Exceptions”).

1.3Capitalization.

(a)The authorized capital stock of the Company as of the date of this Agreement consists of (i) 21,600,001 shares of Company Common Stock, of which (A) 20,600,000 shares are designated as Company Series A Common Stock, 9,016958 of which are issued and outstanding as of the date of this Agreement, (B) 1,000,000 shares are designated as Company Series B Common Stock, all of which are issued and outstanding as of the date of this Agreement, and (C) 1 share is designated as Company Series C Common Stock, all of which is issued and outstanding as of the date of this Agreement, and (ii) 5,962,031 shares of Company Preferred Stock, of which (A) 2,424,241 shares are designated as Company Series A Preferred Stock, all of which are issued and outstanding as of the date of this Agreement, and (B) 3,537,790 shares are designated as Company Series B Preferred Stock, all of which are issued and outstanding as of the date of this Agreement. In addition, 2,055,334 shares of Company Series A Common Stock plus up to a maximum of 1,816,640 Returning Shares (as defined in the Company Equity Plan) are authorized for issuance under the Company Equity Plan, of which 863,658 shares of Company Series A Common Stock are subject to outstanding and unexercised Company Options as of the date of this Agreement, 1,893,185 shares of Company Series A Common Stock are subject to outstanding and unexercised Company SARs as of the date of this Agreement, 228,204 shares of Company Series A Common Stock are subject to outstanding Company RSAs as of the date of this Agreement and 784,215 shares of Company Series A Common Stock remain available for issuance under the Company Equity Plan as of the date of this Agreement. All of the issued and outstanding shares of Company Capital Stock are, and all shares of Company Capital Stock that may be issued pursuant to the exercise of outstanding Company Options or any other Company security, will be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid, and non-assessable, and none of such shares are subject to any preemptive right, right of first refusal, right of first offer, right of rescission, or similar right. There are no accrued or declared but unpaid dividends on any share of Company Capital Stock. No claim has been made or threatened to the Company asserting that any Person other than a Person listed on Sections 3.3(b) or 3.3(c) of the Disclosure Schedule is the record or beneficial owner of, or has the right to acquire record or beneficial ownership of, any securities (including options, warrants, and any other equity-linked securities) of, or any other voting, equity, or ownership interest in the Company.

(b)Section 3.3(b) of the Disclosure Schedule sets forth a complete and accurate list of (i) all Persons who hold Company Capital Stock, indicating the date of issuance and number, class, and series of shares of Company Capital Stock held by each Person, and (ii) all Persons who hold securities convertible into or exercisable for Company Capital Stock, other than Company Options, indicating (A) a description of the security, (B) the number, class, and series of shares of Company Capital Stock into or for which the security is convertible or exercisable, and (C) the conversion, exercise price or measurement price, date of issuance, date of expiration, vesting terms (if any), and accelerated vesting provisions (if any) for such security.

(c)Section 3.3(c) of the Disclosure Schedule sets forth a true and complete list of the name of the holder of each Company Option, Company SAR and Company RSA outstanding as of the date of this Agreement, the number of shares of Company Series A Common Stock covered by such Company Option, Company SAR and Company RSA, the date of grant, the type of option (i.e., tax-qualified incentive stock option or nonqualified stock option), whether such Company Option permits early exercise, the exercise price per share of such Company Option, the measurement price of the Company SAR, the vesting schedule (including any accelerated vesting provisions) and vested status of such Company Option, Company SAR and Company RSA as of the date of this Agreement, and the applicable expiration date. Each grant of Company Options, Company SARs and Company RSAs was duly authorized no later than the date on which the grant of such Company Option, Company SAR and Company RSA was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the Board (or a duly authorized committee thereof) and any required Company Stockholder approval by the necessary number of votes or written consents. All Company Options, Company SARs and Company RSAs have been granted in compliance with applicable Legal Requirements, including all applicable federal and state securities Legal Requirements, and the Company Equity Plan. Each Company Option was granted with a per share exercise price that equaled or exceeded the fair market value of a share of Company Common Stock on the applicable date of grant. No modifications have been made to any Company Options or Company SARs following the Grant Date. All Company Options listed on Section 3.3(c) of the Disclosure Schedule that are denoted as incentive stock options under Section 422 of the Code so qualify. True and complete copies of all form agreements (and any amendments thereto, if applicable) evidencing Company Options, Company SARs and Company RSAs have been provided to Parent, and all grants of Company Options, Company SARs and Company RSAs have been made pursuant to agreements that do not materially deviate from such form agreements and the Company Equity Plan. The terms of the Company Equity Plan permits the treatment of Company Options, Company SARs and Company RSAs as provided in this Agreement, without notice to, or the consent or approval of, the Company Equityholders, the Company Stockholders, or otherwise and without any acceleration of the exercise schedule or vesting provisions, and without any adjustment to the number of shares or exercise prices or measurement prices, as applicable, in effect for such Company Options, Company SARs and Company RSAs.

(d)Section 3.3(d) of the Disclosure Schedule sets forth all options to acquire Company Capital Stock that have been exercised, including the name of the optionee, the number of shares issued pursuant to the exercise of such options, the exercise price per share, the date of exercise, the fair market value of such shares at the date of exercise, and any subsequent disqualifying dispositions for incentive stock options.

(e)Except as set forth in Section 3.3(a) of this Agreement or on Sections 3.3(b) or 3.3(c) of the Disclosure Schedule, (i) there are no shares of capital or other stock or voting securities of the Company authorized, issued, or outstanding, (ii) there are no securities of the Company reserved for issuance for any purpose, (iii) there are no outstanding or authorized, and the Company has not at any time granted or promised any, compensatory equity or equity-linked awards of any form, including any options, stock appreciation rights, stock units, warrants, calls, restricted shares, phantom shares, deferred shares, performance shares or similar rights, preemptive or similar rights, awards, convertible securities, bonds, debentures, notes, or other indebtedness having general voting rights or debt convertible into securities having such rights (“Voting Debt”), or subscriptions or other rights, agreements, arrangements, or commitments of any character, obligating the Company to issue, transfer, or sell or cause to be issued, transferred, sold, or repurchased any shares of Company Capital Stock, or Voting Debt of, or other equity or voting interest in, the Company or securities convertible into or exchangeable for such shares or equity interests, or obligating the Company to grant, extend, or enter into any such option or other compensatory equity or equity-linked award, warrant, call, subscription, or other right, agreement, arrangement, or commitment or pursuant to which any Person is or may be entitled to receive any payment or other consideration based on the value of the Company’s equity interests, and (iv) there are no outstanding obligations of the Company to repurchase, redeem, or otherwise acquire or retire for consideration any shares of Company Capital Stock, or other equity interests in the Company or to provide funds to make any investment (in the form of a loan, capital contribution, or otherwise) in any other Person.

(f)Except as set forth on Section 3.3(f) of the Disclosure Schedule, there are no (i) agreements pursuant to which registration rights in Company Securities have been granted, (ii) stockholder agreements between the Company and any current Company Securityholder regarding the Company Securities, or (iii) agreements among Company Securityholders with respect to the voting or transfer of the Company Securities or with respect to the governance of or any other aspect of the Company’s affairs (including any voting trusts, proxies, rights of first refusal, or similar restrictions on transfer).

(g)Except as disclosed in Section 3.4 of the Disclosure Schedule, no distributions are owed by the Company to any Company Securityholder, and no payments (including payments for Taxes) are owed to the Company with respect to any Company Capital Stock.

(h)The Company has not violated any Legal Requirements, including applicable federal or state securities Legal Requirements, in connection with the offer, sale, or issuance of any Company Capital Stock, Company Options, Company SARs, Company RSAs or any other securities, and such Company Capital Stock, Company Options, Company SARs, Company RSAs and other securities have been issued and granted in compliance with all requirements set forth in the Company’s Organizational Documents. None of these securities was issued in violation of any preemptive rights or other rights to subscribe for or purchase any securities of the Company.

(i)The Closing Consideration Schedule delivered to Parent in accordance with Section 1.5(a) of this Agreement will accurately reflect, as of immediately before the Effective Time, all information required to be set forth therein.

(j)No shares of Company Capital Stock are represented by physical stock certificates unless such physical stock certificates have been validly replaced by electronic certificate form in Carta.

1.4Indebtedness. Section 3.4 of the Disclosure Schedule sets forth all outstanding Indebtedness, and for each item of Indebtedness listed, identifies (to the extent applicable) each debtor, the principal amount, each counterparty, the maturity date, any conversion rights, payout multiples, or acceleration provisions, any amounts that are required to be paid in addition to principal and interest, prepayment penalties, and any collateral securing such Indebtedness. All letters of credit, fidelity bonds, and surety bonds of the Company are in full force and effect and will continue in full force and effect immediately following the consummation of the Transactions. No breach or Default exists with respect to any outstanding Indebtedness or the obligations of the Company under any letters of credit, fidelity bonds, or surety bonds and the Company has not received any notification of acceleration of any such Indebtedness or cancellation of any of such letters of credit, fidelity bonds, or surety bonds.

1.5Required Vote.

(a)The Board has, by taking action by unanimous written consent without a meeting or at a meeting duly called and held prior to the execution of each of this Agreement and each Ancillary Agreement to which the Company is a party, (i) unanimously adopted, approved, and declared advisable this Agreement and each Ancillary Agreement to which the Company is a party; (ii) determined that the Transactions are advisable, fair to, and in the best interests of the Company and the Company Stockholders; (iii) resolved to recommend and has recommended the approval and adoption of this Agreement, the Merger, the Ancillary Agreements to which the Company is a party, and the other Transactions to the Company Stockholders; (iv) directed that this Agreement, the Merger, the Ancillary Agreements to which the Company is a party, and the other Transactions be submitted to the Company Stockholders, and (v) no action has been taken or proposed to modify, amend, or rescind such resolutions in whole or in part in any manner.

(b)The affirmative vote of the Requisite Stockholders is the only vote, approval, or other corporate action of the holders of Company Capital Stock or of any other security of the Company (including Voting Debt) necessary for the Company to approve, authorize, and adopt this Agreement, the Merger, the Ancillary Agreements to which the Company is a party, and the other Transactions, to consummate the Merger and the other Transactions, and to confirm the allocation of consideration to be paid in the Merger or allocated to holders of any security of the Company, including Company Options, Company SARs and Company RSAs (such vote, the “Requisite Approval”). After receipt of the Requisite Approval, which will occur immediately after the execution of this Agreement, the Merger and this Agreement will be duly and validly adopted and approved by the holders of the Company Capital Stock, and no further vote, approval, or other action on the part of any holder of Company Capital Stock or of any other security of the Company will be required to approve or adopt this Agreement, the Merger, the Ancillary Agreements to which the Company is a party, and any of the other Transactions, to consummate the Merger and the other Transactions, and to confirm the allocation of consideration to be paid in the Merger. The Initial Consenting Stockholders own a sufficient number of shares of Company Capital Stock to constitute the Requisite Stockholders.

1.6Consents and Approvals. Except for the Requisite Approval and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, and except as set forth on Section 3.6 of the Disclosure Schedule, (a) no Governmental Authorization or other notice to, declaration, filing, or registration with, or authorization, consent, or approval of, any Person, and (b) no consent under any Contract or Governmental Authorization from any Person, is, in each case, required to be made or obtained by the Company or any Affiliate of the Company in connection with the execution, delivery, and performance of this Agreement and the Ancillary Agreements and the consummation of the Transactions by the Company.

1.7Real Property and Leased Property.

(a)No Owned Real Property. The Company does not own, and has not ever owned, any Owned Real Property.

(b)Actions. There are no pending or threatened condemnation proceedings or other Legal Proceedings relating to any Company Leased Real Property.

(c)Real Property Leases or Other Agreements. Section 3.7(c) of the Disclosure Schedule sets forth a true, correct and complete list of each lease, sublease, license and other agreement under which the Company uses or occupies or has the right to use or occupy any real property, including real property at which operations of the Company are conducted (such property, the “Company Leased Real Property” and such leases, subleases, licenses and other agreements are, collectively, the “Company Real Property Leases”). With respect to each Company Real Property Lease, Section 3.7(c) of the Disclosure Schedule identifies the address of the property subject thereto (where available), the rent payable and termination date thereunder, the square footage, the terms of any renewal options, the parties to such Company Real Property Lease and all deposits made to landlords or other agents in connection with such Company Real Property Lease. The Company has a good and valid leasehold interest in each Company Real Property Lease, free and clear of all Encumbrances other than any Permitted Encumbrances. Each Company Real Property Lease is, and after giving effect to the Merger will be, valid, binding and in full force and effect, except as such enforceability may be limited by the Enforceability Exceptions. No uncured Default of any nature on the part of the Company or any other party thereto, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a breach or Default under a Company Real Property Lease. There are no claims pending or threatened against any deposits made in respect of any Company Real Property Lease. Except for the Company Real Property Leases, the Company does not occupy or operate any real property (including any buildings or other structures thereon) or hold any leasehold or other interest in any real property. The Company enjoys peaceful and undisturbed possession of all of the Company Leased Real Property.

(d)Other Leases. The Company has a good and valid leasehold interest in each Lease, free and clear of all Encumbrances other than any Permitted Encumbrances. Each Lease is, and after giving effect to the Merger will be, valid, binding and in full force and effect, except as such enforceability may be limited by the Enforceability Exceptions.

(e)Utilities. All Company Leased Real Properties are supplied with utilities (including water, sewage, disposal, electricity, gas, telephone, and high-speed Internet access) and other services necessary for the operation of the Business as currently operated, and there is no condition which could impede or prevent access from any Company Leased Real Property to such utility services.

(f)No Special Assessment. The Company has not received any notice of any special assessment relating to any Company Leased Real Property or any portion of any Company Leased Real Property and there is no pending or threatened special assessment.

1.8Title to Assets; Condition and Sufficiency of Assets

. The Company has good title to, or valid ownership interest in, all of its properties and assets, real and personal, including the Fixtures and Equipment, and all other Tangible Personal Property (such properties and assets, together with the Company Real Property Leases and Leases, the “Company Assets”), in each case, free and clear of all Encumbrances, except Permitted Encumbrances. The Company Assets are insured to the extent and in a manner customary in the industry in which the Company operates, are structurally sound with no known material defects, and are in good operating condition and repair, normal wear and tear excepted. The Company Assets are adequate for the uses to which they are being put, and none of such Company Assets is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. The Company Assets are sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted prior to the Closing and are in conformity, in all respects, with all applicable Legal Requirements. Section 3.8 of the Disclosure Schedule lists all Fixtures and Equipment owned by or leased by the Company and all other Tangible Personal Property owned by or leased by the Company.

The Company owns, or has a valid leasehold or other interest in, and after the Closing Date (giving effect to the Merger), the Company will continue to own, or have a valid leasehold or other interest in, free and clear of all Encumbrances (other than Permitted Encumbrances), all assets necessary for the conduct of the Business as presently conducted and to permit Parent to continue to conduct the Business in substantially the same manner as the Business has been conducted through the date of this Agreement.

1.9Contracts.

(a)Section 3.9(a) of the Disclosure Schedule sets forth a complete and accurate list of all Contracts to which the Company is a party, or by which the Company or its assets is bound, or pursuant to which the Company is an obligor or a beneficiary of the following categories (each Contract which is required to be listed on Section 3.9(a) of the Disclosure Schedule, irrespective of whether actually listed, a “Material Contract”):

(i)except for offer letters to Service Providers, all employment or service agreements or Contracts (A) for the employment or engagement of any Service Provider on a full time, part time, consulting, or other basis; (B) providing for the payment of any cash, severance, retention bonus, change-in-control bonus, or any compensation or benefits that will be payable as a result of the Transactions; or (C) restricting the Company’s ability to terminate the employment or engagement of any Service Provider at any time for any lawful reason or for no reason without notice, severance, penalty or Liability;

(ii)any separation agreement or settlement agreement with any current or former Service Provider or other Person, under which the Company has any current actual or potential Liability, as well as any settlement agreement, consent decree, or other similar agreement with any Governmental Body;

(iii)collective bargaining agreements or other Contracts with any labor union, works council or employee association;

(iv)Contracts or commitments relating to commission arrangements with any Service Provider or other Person;

(v)promissory notes, loans, agreements, indentures, evidences of Indebtedness, letters of credit, guarantees, or other instruments relating to an obligation to pay money, individually or in the aggregate in excess of $100,000, whether the Company will be the borrower, lender, or guarantor thereunder or whereby any assets of the Company are pledged (excluding credit provided by the Company in the ordinary course of business to purchasers of the Products);

(vi)Contracts containing options, and rights of first or last offer, negotiation, or refusal with respect to any property, real or personal, whether the Company will be the grantor or grantee thereunder;

(vii)Contracts relating to Company Real Property Leases or Leases, in each case, that are not terminable (without Liability) within 30 days;

(viii)Contracts with any of the customers, suppliers, or vendors required to be listed on Section 3.25 of the Disclosure Schedule;

(ix)technical assistance, sponsorship marketing or advertising Contracts related to the Business (or any individuals Product(s)) or to the assets of the Company, in each case with a value of at least $50,000 per year;

(x)Contracts with any social media networks or other integration parties;

(xi)Contracts involving future expenditures or Liabilities, actual or potential, in excess of $50,000 per year or otherwise material to the Business or the assets of the Company;

(xii)Contracts involving performance of services, distribution, or delivery of Products by the Company, actual or potential, in excess of $50,000 per year or otherwise material to the Business or the assets of the Company;

(xiii)Contracts involving receipts, actual or potential, in excess of $50,000 per year or otherwise material to the Business or the assets of the Company;

(xiv)(A) Contracts containing covenants limiting the freedom of the Company, or purporting to limit the freedom of any Affiliate of the Company, to engage in any line of business or develop, market, or distribute any Product or Company Owned IP, compete with any person, or solicit or hire any Person, or that otherwise have the effect of restricting the Company or any employee, consultant, director, officer, stockholder, or Affiliate of the Company from the development, marketing, or distribution of products and services or any other business activity anywhere in the world, including non-competition, non-solicitation, and standstill obligations, exclusivity rights, and “most favored nation” provisions; (B) Contracts that grant to any Person any rights of first refusal, first offer, or co-sale, or similar preferential rights to purchase any assets, properties, or securities of the Company; or (C) Contracts requiring the Company to purchase all or any specific percentage of its requirements for a particular product or service from a vendor, supplier, or subcontractor or to make periodic minimum purchases of a particular product or service from a vendor, supplier, or subcontractor;

(xv)Contracts with any Governmental Body, including any agency, administration, or department of a Governmental Body;

(xvi)Contracts relating to any pending or completed acquisition of any business or Person by merger, consolidation, asset purchase, or any other means;

(xvii)written or oral warranties, guaranties, or other similar undertakings with respect to contractual performance extended by the Company;

(xviii)joint venture, partnership, or other Contracts (however named) involving a sharing of profits, losses, costs, or Liabilities by the Company with any other Person;

(xix)any Contract that creates an agency relationship, sales representation, channel partner, distribution, or reseller arrangement or relationship or contains an obligation to pay a commission;

(xx)Contracts providing for the development of any Intellectual Property Rights or Technology, independently or jointly, by, for, or with the Company (other than employee invention assignment agreements and consulting agreements with the Company on the Company’s applicable Standard Form Agreement that has been provided to Parent);

(xxi)Contracts granting exclusive rights (including in any geographic territory or business vertical) to license, market, distribute, sell, re-sell, support, host, or deliver any Products, or otherwise contemplating an exclusive relationship between the Company and any other Person;

(xxii)Contracts between the Company and any securityholder of the Company, any Affiliate of any securityholder of the Company, or any other Affiliate of the Company;

(xxiii)Contracts that provide for indemnification of directors, officers, employees, or agents of the Company;

(xxiv)Contracts that may not be terminated by the Company (without penalty) within 60 days after the delivery of a termination notice by the Company;

(xxv)Contracts for which a breach of such Contract or termination of such Contract could reasonably be expected to result in a Material Adverse Effect;

(xxvi)Contracts relating to the sale, spin-off or outsourcing of any business unit or operation of the Company;

(xxvii)Contracts regarding the acquisition, issuance, or transfer of any securities or affecting or dealing with any securities, including restricted share agreements or escrow agreements;

(xxviii)Contracts under which any of the Transactions would give rise to or expand any rights in favor of, or any obligation on the part of, the Company or any other Person;

(xxix)Contracts relating primarily to confidentiality, non-disclosure, or non-use;

(xxx)any Contract with any customer or licensee of any Product that materially deviates from the Company’s Standard Form Agreement for customers;

(xxxi)all Inbound Licenses and Outbound Licenses;

(xxxii)any Contract with a Content Source with respect to any information, Content or data that is integrated with or included in any Products or Company Content (other than Contracts with customers of the Products entered into in the ordinary course of business, consistent with past practices); and

(xxxiii)any other Contracts entered into outside the ordinary course of business.

Other than standard confidentiality, non-disclosure, or non-use agreements entered into by the Company, or the Company’s standard confidentiality, non-disclosure, or non-use agreement entered into by other Persons, forms of which have been provided to Parent, the Company has provided to Parent true, correct, and complete copies (and, in the case of oral agreements, true and correct descriptions of such agreements in reasonable detail) of all of the Contracts listed on Section 3.9(a) of the Disclosure Schedule, including all amendments and supplements thereto.

(b)Absence of Defaults. Each Material Contract is valid, binding, and enforceable in accordance with its terms, except as such enforceability may be limited by the Enforceability Exceptions. The Company is not in breach or Default under any such Contracts and has complied in all material respects with the provisions thereof. To the Company’s Knowledge, all other parties to such Contracts have complied in all material respects with the provisions thereof, and no other party is in breach or Default thereunder. No notice of any claim of breach or Default has been given to the Company and, to the Company’s Knowledge, no event has occurred or circumstance exists that (with or without notice or lapse of time or both) may contravene, conflict with, or result in a violation or breach of, or give the Company or any other Person the right to Default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any such Contract. The Company has not received any notice or other communication of termination of any Material Contract. The Company has not waived any of its material rights under any such Contract. To the Knowledge of the Company, each Person against which the Company has or may acquire any rights under any such Contract is solvent and can satisfy all of the Person’s current and future monetary obligations or Liabilities to the Company.

(c)No Renegotiation. No Person has a contractual right under the terms of any Material Contract to renegotiate (i) any amount paid or payable to or by the Company under such Contract or (ii) any other material term or provision of such Contract.

(d)Proposed Contracts. Section 3.9(d) of the Disclosure Schedule identifies and provides a brief description of each proposed Contract for which any offer, award, written proposal, term sheet, or similar document has been submitted by the Company, in each case that (i) would contain binding obligations of the Company if accepted by the recipient and (ii) if so accepted by the recipient prior to the date of this Agreement, would constitute a Material Contract.

1.10Governmental Authorizations.

(a)Section 3.10(a) of the Disclosure Schedule sets forth a complete list of all Governmental Authorizations used in or necessary for the operation of the Business or otherwise held by the Company. The Company has, and at all times has had, all material Governmental Authorizations required under any Legal Requirement in the operation of the Business, and own or possess such Governmental Authorizations free and clear of all Encumbrances. The Company is not in breach or Default, and the Company has not received any notice of any claim of breach or Default, with respect to any such Governmental Authorization. Except as set forth on Section 3.10(a) of the Disclosure Schedule, all such Governmental Authorizations are renewable by their terms or in the ordinary course of business without the need to comply with any special qualification procedures or to pay any amounts other than routine filing fees and will not be adversely affected by the completion of the Transactions. No present or former officer, director, employee, or other Representative of the Company or any Affiliate thereof, or any other Person or firm, owns or has any proprietary, financial, or other interest (direct or indirect) in any Governmental Authorization which the Company owns, possesses, or uses.

(b)The Governmental Authorizations set forth on Section 3.10(a) of the Disclosure Schedule constitute all of the Governmental Authorizations necessary to permit the Company to lawfully conduct and operate the Business in the manner that the Business is currently conducted and proposed to be conducted, and to permit the Company to own, lease, license, and use its assets in the manner in which the Company currently owns, leases, licenses, and uses its assets.

1.11No Conflict. Except as set forth on Section 3.11 of the Disclosure Schedule, neither the execution, delivery, and performance of this Agreement and the Ancillary Agreements to which the Company is a party, nor the consummation of the Transactions, nor compliance by the Company with any of the provisions by this Agreement and the Ancillary Agreements to which it is a party, will (a) violate or conflict with any provision of any Organizational Documents of the Company; (b) violate, conflict with, or result in or constitute a breach or Default under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any payment obligation, liability, or Encumbrance upon or with respect to any assets of the Company under, any of the terms, conditions, or provisions of any Contract or Governmental Authorization to which the Company is a party or by which the assets of the Company are bound; (c) violate any Legal Requirement or Court Order; (d) impose any Encumbrance on any of the assets of the Company; (e) cause Parent, the Company or any of their respective Affiliates to become subject to, or to become liable for the payment of, any Tax; (f) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by the Company or that otherwise relates to the Business or any of the assets of the Company; or (g) give any Person the right to challenge any of the Transactions or to exercise any remedy or obtain any relief under any Regulation or any Court Order to which the Company or any of the assets owned or used by the Company is subject.

1.12Financial Statements and Related Information.

(a)(i) The Company has delivered to Parent correct and complete copies of (A) the unaudited financial statements of the Company as of December 31, 2020 and for the twelve (12) month period then ended (including balance sheets, statements of income, statements of cash flows and the signed, unqualified opinion of Moss Adams LLP, its auditor), (B) the audited financial statements of the Company as of December 31, 2021 and for the twelve (12) month period then ended (including balance sheets, statements of income, statements of cash flows and the signed, unqualified opinion of Moss Adams LLP, its auditor), (C) the unaudited financial statements of the Company for the twelve (12) month period ended December 31, 2022 and (D) the unaudited financial statements of the Company for the six (6) month period ended June 30, 2023 (the “Balance Sheet Date”), and (ii) from the date of this Agreement until the Closing Date, the Company will provide to Parent as promptly as practicable after they become available (A) similar unaudited financial statements following the end of the relevant calendar month and (B) audited financial statements of the Company as of December 31, 2022 and for the twelve (12) month period then ended (including balance sheets, statements of income, statements of cash flows and the signed, unqualified opinion of Moss Adams LLP, its auditor) (all of the foregoing audited and unaudited financial statements are referred to collectively as the “Financials”), which are included as Section 3.12(a) of the Disclosure Schedule.

(b)The Financials (i) are derived from and in accordance with the books and records of the Company, (ii) complied as to form with applicable accounting requirements with respect thereto as of their respective dates, (iii) fairly and accurately present the consolidated financial condition of the Company at the dates therein indicated and the consolidated results of operations and cash flows of the Company for the periods therein specified (subject, in the case of unaudited interim period financial statements, to normal recurring year-end audit adjustments, none of which individually or in the aggregate are or shall be material in amount), and (iv) were prepared in accordance with GAAP, except for the absence of footnotes in the unaudited Financials, applied on a consistent basis throughout the periods indicated and consistent with each other.

(c)The Company has established and maintains a system of internal accounting controls sufficient in all material respects to provide reasonable assurances (i) that transactions, receipts and expenditures of the Company are being executed and made only in accordance with appropriate authorizations of management and the Board, (ii) that transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with GAAP and (B) to maintain accountability for assets, (iii) regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company and (iv) that the amount recorded for assets on the books and records of the Company is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. None of the Company, the Company’s independent auditors nor, to the Knowledge of the Company, any current or former employee, consultant or director of the Company, has identified or been made aware of any fraud, whether or not material, that involves the Company’s management or other current or former employees, consultants or directors of the Company who have a role in the preparation of financial statements or the internal accounting controls utilized by the Company, or any claim or allegation regarding any of the foregoing. None of the Company nor, to the Knowledge of the Company, any Representative of the Company has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, in each case, regarding deficient accounting or auditing practices, procedures, methodologies or methods of the Company or its internal accounting controls or any material inaccuracy in the Company’s financial statements. No attorney representing the Company has reported to the Board or any committee thereof or to any director or officer of the Company evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or its Representatives. There are no significant deficiencies or material weaknesses in the design or operation of the Company’s internal controls that could adversely affect the Company’s ability to record, process, summarize and report financial data. At the Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement of Financial Accounting Standards No. 5 (“Statement No. 5”) issued by the Financial Accounting Standards Board in March 1975) that are not adequately provided for in the Current Balance Sheet as required by Statement No. 5. There has been no material change in the Company’s accounting policies the past three years, except as described in the Financials.

1.13Undisclosed Liabilities.

(a)No Liabilities. The Company has no Liabilities except for (i) Liabilities reflected or reserved against in the balance sheet included in the Financials as of the Balance Sheet Date (such balance sheet, the “Current Balance Sheet”); (ii) accrued salaries that have been incurred by the Company since the Balance Sheet Date in the ordinary course of business and consistent with the Company’s past practices; (iii) accounts payables that have been incurred by the Company since the Balance Sheet Date in the ordinary course of business and consistent with the Company’s past practices; (iv) Liabilities under this Agreement and Closing Transaction Expenses; and (v) the Liabilities identified on Section 3.13(a) of the Disclosure Schedule. The Company has never guaranteed or otherwise agreed to cause, insure, or become liable for, and the Company has never pledged any of its assets to secure, the performance or payment of any obligation or other Liability of any other Person. All reserves that are set forth in or reflected in the Current Balance Sheet have been established in accordance with GAAP consistently applied and are adequate.

(b)No “Off-Balance Sheet” Arrangements. The Company has not ever effected or otherwise been involved in any “off-balance sheet arrangements” (as defined in Item 303(a)(4)(ii) of Regulation S-K under the Securities Exchange Act of 1934).

1.14Books and Records. The Books and Records of the Company are complete and correct in all respects and have been maintained in accordance with sound business practices and applicable Legal Requirements. The Company has made and kept (and given Parent access to) the Books and Records and accounts, which, in reasonable detail, accurately and fairly reflect the activities of the Company and the Business. The minute books of the Company previously delivered to Parent accurately and adequately reflect all actions previously taken by the Board (or similar body) and stockholders or other securityholders of the Company. The Company has not taken any action that is inconsistent with, or violates, any resolution adopted by its stockholders (or other securityholders), Board, or any committee of the Board. The copies of the share register and ledgers of the Company previously delivered to Parent are true, correct, and complete, and accurately reflect the current securityholders of the Company and all transactions effected in the capital stock or ownership interests of the Company through and including the date of this Agreement. The Company has not engaged in any transaction, maintained any bank account, or used any corporate funds except for transactions, bank accounts, and funds that have been and are reflected in the normally maintained Books and Records of the Company.

1.15Absence of Changes

. Except as (i) set forth on Section 3.15 of the Disclosure Schedule, or (ii) specifically contemplated by this Agreement or consented to by Parent in writing, since the Balance Sheet Date, there has not been any:

(a)change in the authorized or issued capital stock or other equity or voting interests or securities of the Company; grant of any stock option or right to purchase shares of the capital stock of the Company or other equity or voting interests or securities of the Company; exercise of any stock option or warrant; issuance of, or commitment to issue, any shares of capital stock or other equity interest or any security convertible into or exchangeable for such capital stock or other equity interest; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock;

(b)amendment to any Organizational Document of the Company;

(c)material adverse change in the financial condition, working capital, stockholders’ equity, assets, Liabilities, reserves, revenues, income, earnings, or prospects of the Business or of the Company;

(d)material transaction or action outside the ordinary course of business;

(e)adoption of or change in any Tax or other accounting method, principle, or practice or change in any annual Tax accounting period; making of or change in any Tax election; settlement or compromise of any claim, notice, audit, or assessment in respect of Taxes; filing or amending of any Tax Return; making of a request for a Tax ruling; entry into or making of a request to enter into a Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement, “closing agreement” within the meaning of Section 7121 of the Code (or any corresponding or similar provision of state, local, or non-U.S. Legal Requirements), voluntary disclosure agreement, or similar agreement (including with a Governmental Body) in respect of Taxes; surrender of any right to claim a Tax
refund or any unresolved or ongoing Tax dispute or Tax audit; consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; or taking of any action (or failure to take any action) that could have the effect of materially increasing the present or future Tax Liability or materially decreasing any present or future Tax asset of Parent and its Affiliates (including the Company) after the Closing;

(f)revaluation of any assets of the Company, including writing off notes or accounts receivable, except in the ordinary course of business;

(g)damage, destruction, or loss (whether or not covered by insurance) adversely affecting the Business, or any interruption in use of, any of the assets of the Company, except in the ordinary course of business;

(h)amendment or waiver of any rights, or acceleration of vesting under any stock or option agreement;

(i)cancellation of any Indebtedness or, except in the ordinary course of business, waiver or release of any material right or claim of the Company or relating to the Business;

(j)recognition of, or entering into of any contract or other agreement with, any labor organization, except as otherwise required by law and after advance notice to Parent;

(k)(i) hiring, engagement or termination of any employee, independent contractor, officer, manager, or director; (ii) payment, announcement, promise, or grant, whether orally or in writing, of any increase in or establishment of (as applicable) any form of compensation or benefits payable by the Company, including any grant of any compensatory equity or equity-linked award or increase or change pursuant to any Company Employee Plan (except as required by any Legal Requirement); (iii) entry into, adoption, amendment, or termination of any Company Employee Plan; (iv) accelerated vesting or accelerated payment of any compensation or benefits under any Company Employee Plan; or (v) any other change in employment or engagement terms for any current Service Provider(s), in each case in excess of $5,000 per year;

(l)payment, announcement, promise, or grant of any retention, severance, change of control, termination, vesting acceleration, or other similar payment or benefit to any Service Provider or other Person, except in the ordinary course of business;

(m)entry into, amendment, cancellation, or termination of any Contract or Governmental Authorization to which the Company is a party or otherwise relating to the Business, including any employment, consulting, distribution, dealer, sales representative, joint venture, credit, or similar agreement or any Contract or transaction involving a total remaining commitment by or to the Company of at least $50,000;

(n)mortgage, pledge, or other Encumbrance of any assets of the Company or relating to the Business;

(o)sale, exclusive license, assignment, transfer, permission to lapse or abandonment of any assets of the Company or relating to the Business, other than immaterial non-exclusive licenses and disposition of obsolete assets, in each case, in the ordinary course of business;

(p)acquisition, lease, or license of any right or asset from any other Person other than immaterial assets acquired, leased or licensed in the ordinary course of business;

(q)transfer of the registration of any Company Registered IP or failure to timely renew the registration of any Company Registered IP;

(r)failure to maintain or protect the confidentiality of any trade secret, Company Source Code, data, or other information related to the Business or the Company, except for disclosures under written agreements with confidentiality obligations entered into in the ordinary course of business;

(s)incurrence of Indebtedness by the Company for borrowed money or commitment to borrow money entered into by the Company, made or agreed to be made by the Company, or Indebtedness guaranteed by the Company, except in the ordinary course of business;

(t)incurrence by the Company of Liabilities in excess of $5,000, except Liabilities incurred in the ordinary course of business, or increase or change in any assumptions underlying or methods of calculating, any doubtful account contingency or other reserves of the Company;

(u)payment, discharge, or satisfaction of any Liabilities of the Company in excess of $5,000 other than in the ordinary course of business;

(v)capital expenditures relating to the Company or the Business, execution of any Lease to which the Company is a party, or incurrence of any obligations to make any capital expenditures or execute any Lease, except in the ordinary course of business;

(w)failure to pay or satisfy when due any material Liability of the Company or related to the Business;

(x)disposition, sale, transfer, assignment, Encumbrance, pledge, license (other than non-exclusive immaterial licenses granted in the ordinary course of business), abandonment, dedication to the public, failure to maintain, or lapse, in whole or in part, of any Company Owned IP;

(y)loan by the Company of money to any Person (other than routine and reasonable travel or similar advances made to then current employees of the Company in the ordinary course of business);

(z)existence of any other event or condition that in any one case or in the aggregate or in combination with other events or circumstances has or might reasonably be expected to have a Material Adverse Effect;

(aa)commencement or settlement of any Legal Proceeding; or

(ab)agreement, whether oral or written, by the Company, to do any of the things described in the preceding clauses (a) through (aa) other than as expressly provided for in this Agreement.

1.16Litigation. Except as set forth on Section 3.16 of the Disclosure Schedule, there are no, and there have not been any, Legal Proceedings of any nature pending or threatened (a) that are against, related to, or affecting (i) the Company, the Business, Products or the assets of the Company, (ii) any current or former officer or director (or similar) of the Company in their capacity as such, or (iii) any Company Stockholder in such Company Stockholder’s capacity as a stockholder of the Company; (b) seeking to delay, limit, or enjoin the Transactions; (c) against the Company or any officer or director (or similar) of the Company that involve the risk of criminal or regulatory liability; (d) that are related to the ownership of any equity interests, or any option or other right related to equity interests, or the right to receive consideration as a result of this Agreement; or (e) in which the Company is a plaintiff, and, in each case, there is no reasonable basis for any such Legal Proceeding. The Company is not in Default with respect to or subject to any Court Order, and there are no unsatisfied judgments against the Company, the Business, Products or the assets of the Company. There is not a reasonable likelihood of an adverse determination of any pending Legal Proceeding set forth on Section 3.16 of the Disclosure Schedule or otherwise related to or affecting the Business. There are no Court Orders or agreements with, or liens by, any Governmental Body relating to any Environmental Law that regulate, obligate, bind, or in any way affect the Company, the Business, Products or the assets of the Company. No officer, other employee or independent contractor of the Company is subject to any Court Order that prohibits such individual from engaging in or continuing any conduct, activity, or practice relating to the Business.

1.17Labor Matters.

(a)The Company has provided to Parent a true, correct, and complete list of all current Service Providers as of the date of this Agreement, containing for each, as applicable: (i) names (except where prohibited by law), (ii) status as an employee, consultant, independent contractor, advisor, officer, manager, director or otherwise, (iii) current annual salary rates, current hourly wages, or contract rates, as applicable, (iv) employing or contracting entity, (v) title, position, or a description of their contracted services rendered to the Company, (vi) hire or engagement date, (vii) their full-time, part-time, or temporary status, (viii) target bonus rates or target commission rates, (ix) any other material compensation or benefits payable (including housing allowances, compensation payable pursuant to any other bonus, deferred compensation or commission arrangements or other compensation, mandatory end-of-service and/or severance payments), (x) notice entitlements, (xi) accrued but unused vacation and paid-time-off, (xii) any legally binding commitments made with respect to compensation or benefits, (xiii) principal work location (including whether the individual is currently teleworking in a place other than his or her principal work location), (xiv) leave status of all present employees of the Company, (xv) each employee’s status as being exempt or non-exempt from the application of state and federal wage and hour Legal Requirements applicable to employees, and (xvi) their visa status (if applicable). The employment or engagement of each current Service Provider is terminable at will by the Company, without notice, payment of severance or other termination fee or penalty, or other compensation or consideration, other than amounts owed based on services rendered prior to such termination.

(b)The Company has provided to Parent true, correct and complete copies of each of the following: (i) all forms of offer letters, (ii) all forms of employment, severance, retention, or change of control agreements, (iii) all forms of independent contractor agreements for individual independent contractors or consultants, (iv) all forms of confidentiality, non-competition or inventions agreements used with Company employees, (v) the most current management organization chart(s), (vi) all forms of bonus plans and any form award agreement thereunder, and a schedule of bonus commitments made to Service Providers, (vii) any commission plan or other incentive compensative agreement, and a schedule of the actual or estimated commission payments owed but unpaid to each eligible Service Provider, and (viii) any such document in clauses (i) through (vii) that deviate materially from the form document. The Company has provided to Parent a list, true, correct and complete, identifying any such document in clauses (i) through (vii) that deviates materially from the form document and for each, specifying how the document materially deviates from the form document.

(c)No current Service Provider has informed the Company (whether orally or in writing) of any plan to terminate employment with or services for the Company, and, to the Knowledge of the Company, no such Service Provider(s) have any plans to terminate employment with or services for the Company. Section 3.17(c) of the Disclosure Schedule also accurately identifies each former employee of the Company who is receiving or is scheduled to receive (or whose spouse or other dependent is receiving or is scheduled to receive) any benefits arising in connection with such former employee’s employment with the Company, including severance benefits (whether it be cash or in kind), and accurately and completely describes such benefits.

(d)Each current and former Service Provider has entered into customary covenants regarding confidentiality, non-competition, and assignment of Intellectual Property Rights in favor of the Company, and a copy of each such agreement has been previously delivered to Parent. To the Knowledge of the Company, no current or former Service Provider is in any respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement, restrictive covenant or other obligation: (i) to the Company or (ii) to a former employer of any such Service Provider relating to such Service Provider’s employment or engagement by the Company.

(e)The Company: (i) is, and at all times has been, in material compliance with all applicable Legal Requirements and with any order, ruling, decree, judgment, or arbitration award of any arbitrator or any court or other Governmental Body respecting employment and employment practices, including, but not limited to, those pertaining to terms and conditions of employment, payment of wages, hours of work, labor-relations matters, discrimination, leave of absence requirements, occupational health and safety, privacy, harassment, retaliation, immigration, wrongful discharge, fringe benefits, paid sick leave, employment or termination of employment, employment policies, child labor, affirmative action, government contracting obligations, equal employment opportunity and fair employment practices, disability rights or benefits, workers’ compensation, unemployment compensation and insurance, health insurance continuation, whistle-blowing, and working conditions; (ii) has paid in full to all Service Providers or adequately accrued in accordance with GAAP all wages, salaries, commissions, bonuses, benefits, and other compensation due to or on behalf of such Service Providers; (iii) has withheld and reported all Taxes and other amounts required by any Legal Requirement or Contract to be withheld and reported with respect to wages, salaries, and other payments or benefits provided to any Service Provider; (iv) has no Liability for any arrears of wages or any Taxes or any penalty for failure to comply with any of the foregoing; (v) has no Liability for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Body with respect to unemployment compensation benefits, social security, employment insurance, or other benefits or obligations for any Service Provider (other than routine payments to be made in the normal course of business and consistent with past practice); and (vi) has no Liability with respect to the classification of its current and former Service Providers as employees or independent contractors or with respect to the classification of its current and former employees as exempt or non-exempt under applicable Legal Requirements.

(f)The Company has not, and has not been at any time, either directly or by operation of law, a party to any collective bargaining or similar agreement, and there are no labor unions or other organizations representing, purporting to represent, or, to the Knowledge of the Company, attempting to represent any employee of the Company. There are no unfair labor practice charges pending before the National Labor Relations Board or any other Governmental Body, nor are there any grievances, complaints, claims, or judicial or administrative proceedings, in each case, pending or, to the Knowledge of the Company, threatened by or on behalf of any Service Provider. The Company has not experienced any strike, slowdown, work stoppage, picketing, lockout, or other organized work interruption with respect to any Service Providers during the past three years, nor are any such strikes, slowdowns, work stoppages, picketings, lockouts, or other organized work interruptions pending or, to the Knowledge of the Company, threatened.

(g)There are no pending, or to the Company’s Knowledge, threatened Legal Proceedings by or with any Governmental Body or arbitrator in connection with the employment or engagement of any current or former Service Provider, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage or hours violations, unpaid wages, unpaid commissions, wrongful termination or any other employment related matter arising under applicable Legal Requirements, nor have there ever been any such Legal Proceedings. The Company is not a party to, or otherwise bound by, any Court Order or any consent decree with, or citation by, any Governmental Body relating to any current or former Service Provider or otherwise with respect to employees or employment practices.

(h)The Company has adopted and has had in force at all times a written policy or policies regarding harassment, discrimination, and retaliation. There have been no, nor, to the Knowledge of the Company is there any reasonable basis for any, claims, allegations, or Legal Proceedings involving or alleging discrimination, retaliation, sexual harassment, harassment, or other similar conduct against the Company or any Service Provider and the Company has not entered into any settlement agreement or conducted any investigation related to any such allegations.

(i)The Company has never implemented any “plant closing,” “mass layoff,” “relocation,” or other action that did or would reasonably be expected to require notification under the Worker Adjustment Notification and Retraining Act or similar foreign, federal, or state Legal Requirements requiring advance notice to employees of termination and no such actions will be implemented before the Closing Date.

(j)Except as set forth on Section 3.17(j) of the Disclosure Schedule, neither the execution, delivery or performance of this Agreement, nor the consummation of the Transactions will, individually or in combination with the occurrence of some other event (whether contingent or otherwise), (i) result in any payment or benefit (including severance, change of control payment, golden parachute, bonus, or otherwise) becoming due or payable, or required to be provided, to any Service Provider, (ii) increase the amount or value of any benefit or compensation otherwise payable or required to be provided to any Service Provider, (iii) result in the acceleration of the time of payment, vesting or funding of any such benefit or compensation, (iv) increase the amount of compensation due to any Person or (v) result in the forgiveness in whole or in part of any outstanding loans made by the Company to any Person.

(k)Section 3.17(k) of the Disclosure Schedule sets forth any terminations, furloughs or other employee-related actions taken by the Company since January 1, 2020, related to COVID-19, including but not limited to, reducing compensation, benefits or working schedules and applying for the Paycheck Protection Program (“PPP”) under the CARES Act.

(l)Each Company employee has provided the Company with documentation evidencing their lawful right to work in the jurisdiction in which they are employed. The Company has in its files a Form I-9 that was completed in accordance with applicable Legal Requirements for each employee of the Company in the United States for whom such form is required under applicable Legal Requirements. The Company has in its files all documents to the extent required by applicable Legal Requirements for each Service Provider located outside of the United States evidencing such Service Providers’ lawful right to work in the jurisdiction in which they are employed or engaged.

1.18Compliance with Legal Requirements.

(a)The Company and the conduct of the Business have not violated and are in compliance with all Legal Requirements and Court Orders relating to the Company, the Business, the Products or the assets of the Company. The Company has not received any notice to the effect, or otherwise been advised, that it is not in compliance with any such Legal Requirements or Court Orders, and the Company has no reason to anticipate that any existing circumstances are likely to result in violations of any of the foregoing.

(b)The Company is in compliance with all Environmental Laws in connection with the ownership, use, maintenance or operation of its business or assets or properties. There are no pending, or to the Knowledge of the Company, threatened allegations by any Person that the properties or assets of the Company are not, or that its business has not been conducted, in compliance with all Environmental Laws. The Company has not retained or assumed any Liability of any other Person under any Environmental Laws. There are no past or present facts, circumstances of conditions that would reasonably be expected to give rise to any Liability of the Company with respect to Environmental Laws.

(c)Except for the PPP Loan, the Company has never applied for or accepted (i) any loan pursuant to the PPP in Section 1102 and Section 1106 of the CARES Act, respectively, (ii) any funds pursuant to the Economic Injury Disaster Loan program or an advance on an Economic Injury Disaster Loan pursuant to Section 1110 of the CARES Act or (iii) any similar grant or loan from any Governmental Body. All amounts borrowed under, or that were at any time outstanding under, the PPP Loan have been forgiven without any further Liability to the Company, and the consummation of the Transactions will not give rise to any cancellation of such forgiveness or obligation to repay any amount with respect to the PPP Loan. With respect to the PPP Loan, (i) the Company has been in compliance with all terms and conditions of the PPP Loan and with all requirements of applicable Legal Requirements pertaining to the PPP Loan, and all applicable regulations and guidance issued by any Governmental Body or applicable financial institution; (ii) all representations and certifications executed by the Company or any of its Representatives pertaining to the PPP Loan (including the application for the PPP Loan or any request for forgiveness of any or all of the amount loaned through the PPP Loan) were current, accurate, and complete as of their effective date; (iii) no Governmental Body or other Person has notified the Company of any actual or alleged material violation or breach of any statute, regulation, representation, certification, Legal Requirements, disclosure obligation or contract term with respect to the PPP Loan; and (iv) there are no investigations, lawsuits, or audits completed, underway, announced, or threatened by any Governmental Body or any other Person (including any financial institution or whistleblower) pertaining to the PPP Loan and, to the Knowledge of the Company, no investigation is anticipated by any Governmental Body.

(d)Except as set forth on Section 3.18(d) of the Disclosure Schedule, as applicable (i) the Company complies with all Legal Requirements relating to receiving money for transmission, including but not limited to applicable U.S. state laws regulating and requiring a license to engage in the business of money transmission in all of its forms (which includes advertising, soliciting, or representing that the person engages in the business of money transmission); and (ii) the U.S. federal Bank Secrecy Act, 31 USC § 5311 et seq., and its implementing regulations at 31 CFR Chapter X for money services businesses related to registration, the establishment and maintenance of an anti-money laundering compliance program reasonably designed to prevent the money services business from being used to facilitate money laundering and terrorism financing, and all required elements of such program including but not limited to transaction monitoring, recordkeeping, reporting, and the detection and prevention of money laundering or terrorist financing (collectively, (i) and (ii), the “Money Transmission Laws”). There are no current or pending or, to the Knowledge of the Company, threatened in writing, legal, regulatory, or administrative proceedings, filings, orders, or, to the Knowledge of the Company, governmental investigations, alleging any violations of the Money Transmission Laws by the Company.

1.19Intellectual Property.

(a)Definitions. For all purposes of this Agreement, the following terms shall have the following respective meanings:

(i)“Company Content” shall mean any Content that has been distributed, displayed, publicly performed, published, disseminated, licensed, hosted or otherwise made available, directly or indirectly, by the Company or its distributors, licensees or other partners on behalf of Company.

(ii)“Company IP” shall mean (A) all Technology and Intellectual Property Rights in or used in connection with the creation of any Products or Company Content, and (B) all Company Owned IP.

(iii)“Company Owned IP” shall mean any and all Intellectual Property Rights, including Registered IP, that are owned or purported to be owned by the Company.

(iv)“Company Software” shall mean the software that embodies any Company Owned IP or that is used in the operation, design, development, production, distribution, testing, provision, maintenance or support of any Product, including tools and toolsets developed by or on behalf of the Company.

(v)“Company Source Code” shall mean any software source code authored by or on behalf of the Company, and any software source code of any Product.

(vi)“Content” shall mean any text, information, writings, news articles, blog posts, podcasts, audio (including voices and voice-overs), video, dialogue, information, settings, plots, characters, visual works or audiovisual works, stories, story boards, scripts, skins, materials, artistic or creative works, or other content or works of authorship, in any form or media, including without limitation social content, posts and profiles.

(vii)“Generative AI Tools” shall mean artificial intelligence technology or tools that are capable of producing various types of content, including source code, text, images, audio, and synthetic data, based on user-supplied prompts.

(viii)“Harmful Code” shall mean any “back door,” “drop dead device,” “time bomb,” “horse,” “virus,” “malware,” or “worm” (as such terms are commonly understood in the software industry) or any other code, computer instructions or techniques, software routines, or hardware components designed or intended to have, or capable of performing, any of the following functions: (A) disrupting, disabling, harming or otherwise impeding in any manner the operation of, or permitting or causing unauthorized access to, an IT System, network, or other device or any information contained thereon or processed thereby; or (B) damaging or destroying any data or file in an unauthorized manner.

(ix)“Intellectual Property Rights” shall mean all rights in, arising out of, or associated with Technology and intellectual property rights, including: (A) rights in, arising out of, or associated with works of authorship, including without limitation rights granted under U.S. federal and state Legal Requirements and under the Legal Requirements of any other jurisdiction (“Copyrights”); (B) rights in, arising out of, or associated with databases; (C) rights in, arising out of, or associated with inventions, including without limitation rights granted under the Patent Act or Polish Industrial Property Law Act (“Patents”); (D) rights in, arising out of, or associated with trademarks, service marks, trade dress and trade names including without limitation rights granted under U.S. federal and state Legal Requirements and under the Legal Requirements of any other jurisdiction; (E) rights in, arising out of, or associated with trade secrets, know-how, confidential or non-public information, inventions, methods, processes and processing instructions, technical data, specifications, research and development information, technology, product roadmaps, customer lists, and market data and any other information, including that which derives economic value (actual or potential) from not being generally known to other persons who can obtain economic value from its disclosure or use, and excluding any Copyrights or Patents that may cover or protect any of the foregoing (collectively, “Trade Secrets”); (F) rights of attribution and integrity and other moral rights of an author; (G) rights in, arising out of, or associated with a person’s name, voice, signature, photograph, or likeness, including without limitation rights of personality, publicity or similar rights; (H) rights in, arising out of, or associated with domain names; and (I) any similar laws arising in any jurisdiction in the world.

(x)“Open Source Material” shall mean any software or other materials that are distributed as “free software” or “open source software” (as such terms are commonly understood in the software industry), including software code or other materials that are licensed under a Creative Commons License, open database license, the Mozilla Public License, the GNU General Public License, GNU Lesser General Public License, Common Public License, Apache License, BSD License, or MIT License and all other licenses identified by the Open Source Initiative as “open source licenses” (such licenses or agreements are collectively, “Open Source Licenses”).

(xi)“Registered IP” shall mean domain names and all Intellectual Property Rights that are the subject of an application, certificate, filing, registration, or other document issued by, filed with, or recorded by, any state, government, or other public legal authority at any time in any jurisdiction, including without limitation, all applications, reissues, divisions, re-examinations, renewals, extensions, provisionals, continuations, and continuations-in-part associated with Patents.

(xii)“Shrink-Wrap Software” shall mean any generally commercially available, non-customized software in executable code or hosted form that is available for an annual cost of not more than U.S. $50,000 in the aggregate for all users and work stations pursuant to click-through, browse-wrap, click-wrap, or other standard, non-negotiated customer or end user terms or agreements, and in each case that is not distributed by the Company or used in or integrated with any Product.

(xiii)“Technology” shall mean all forms of technology and content, including any or all of the following: (A) published and unpublished works of authorship, including without limitation audiovisual works, collective works, computer programs or software (whether in source code or executable form), documentation, compilations, databases, derivative works, literary works, maskworks, websites, and sound recordings and any other Content; (B) inventions (whether or not patentable), discoveries, improvements, business methods, compositions of matter, machines, methods, and processes and new uses for any of the preceding items; (C) information that is not generally known or readily ascertainable through proper means, whether tangible or intangible, including without limitation algorithms, customer lists, ideas, designs, formulas, know-how, methods, processes, programs, prototypes, systems, and techniques; (D) databases, data compilations and collections and technical data; and (E) devices, prototypes, designs and schematics (whether or not any of the foregoing is embodied in any tangible form and including all tangible embodiments of the foregoing, such as instruction manuals, laboratory notebooks, prototypes, samples, studies and summaries).

(b)Company Products. Section 3.19(b) of the Disclosure Schedules contains a list and description of all Products.

(c)Disclosure of Intellectual Property. Section 3.19(c)(1) of the Disclosure Schedule lists (i) each item of Registered IP that is owned, filed in the name of, or purported to be owned by the Company or subject to a valid obligation of assignment to the Company (whether owned exclusively, jointly with another Person, or otherwise) (“Company Registered IP”), (ii) any other Person that has an ownership interest in such item of Registered IP and the nature of such ownership interest, (iii) the jurisdiction in which such item of Registered IP has been registered or filed and the applicable title, registration, and application numbers, (iv) the filing date, and issuance/registration/grant data of such item of Company Registered IP, and (v) a brief descriptions of the prosecution status thereof, if applicable. Section 3.19(c)(2) of the Disclosure Schedule lists: (y) any formal actions that must be taken by the Company within 120 days of the Closing Date with respect to any Company Registered IP, including the payment of any registration, maintenance or renewal fees or the filing of any documents, applications or certificates, and (z) any Legal Proceedings before any court or tribunal (including the European Union Intellectual Property Office, Polish Patent Office, the United States Patent and Trademark Office (the “PTO”), the U.S. Copyright Office, or equivalent authority anywhere in the world) to which the Company is a party and in which claims are raised relating to the validity, enforceability, scope, ownership or infringement of any of the Company Registered IP. The Company Registered IP is subsisting and the Company Registered IP that has registered or issued is valid and enforceable. No Company Registered IP has been abandoned or allowed to lapse, except where the Company has done so in its reasonable business judgment or upon the natural expiration of the Company Registered IP. No interference, opposition, reissue, reexamination, or other Legal Proceeding is pending with respect to the Company Registered IP, and the Company has not received any written notice, or knows of any basis, for a claim contesting or challenging the ownership, scope, validity, or enforceability of any Company Registered IP. All necessary registration, maintenance and renewal fees in connection with Company Registered IP that are or will be due for payment on or before the Closing Date have been or will be timely paid and all necessary documents and certificates in connection with such Registered IP that are or will be due for filing on or before the Closing Date have been or will be timely filed with the PTO or other relevant Patent, Copyright, trademark or other authorities in the United States or foreign jurisdictions, as the case may be, for the purposes of maintaining such Registered IP. In accordance with, applicable Legal Requirements, the Company has recorded each assignment of Company Registered IP with each relevant Governmental Body.

(d)Contracts.

(i)Section 3.19(d)(i) of the Disclosure Schedule lists all licenses or Contracts to which the Company is a party or by which the Company is bound pursuant to which any: Intellectual Property Right, Content or Technology is licensed to the Company (other than, for listing purposes only) (A) non-exclusive software licenses or software-as-a-service agreements with respect to Shrink-Wrap Software and Open Source Materials, (B) nondisclosure agreements entered in the ordinary course of business, and (C) licenses of Intellectual Property Rights that are contained in a Standard Form Agreement without material deviation from the Intellectual Property Rights provisions set forth therein; and (D) Personnel Agreements (collectively “Inbound Licenses”).

(ii)Section 3.19(d)(ii) of the Disclosure Schedule lists each license or Contract to which the Company is a party or by which the Company is bound pursuant to which the Company has granted to any Person any license under, agreed not to assert or enforce, or in which any Person has otherwise received or acquired any right (whether or not currently exercisable) or interest in, any Company Owned IP, Products or Company Content (other than, for listing purposes only (A) nondisclosure agreements entered in the ordinary course of business; (B) nonexclusive licenses to provide the Products and Company Content to the Company’s customers entered in the ordinary course of business pursuant to customer Contracts providing for non-exclusive use of or access to the Products and that do not materially deviate from a Standard Form Agreement; and (C) access or incidental licenses to Technology granted to the Company’s employees, consultants, and independent contractors solely for use in connection with providing services to the Company pursuant to Personnel Agreements) (collectively, “Outbound Licenses”).

(iii)The Company has made available to Parent correct and complete copy of each standard form of Contract used by each of the Company at any time in connection with its Business, including (as applicable) each of its unmodified standard forms of: (A) Employee Agreement containing any assignment, waiver and/or license of Intellectual Property Rights or any confidentiality provision; (B) consulting or independent contractor agreement containing any assignment, waiver and/or license of Intellectual Property Rights or any confidentiality provision; (C) confidentiality or nondisclosure agreement; or (D) nonexclusive terms of service containing any license of or agreement to provide or distribute (including on a hosted basis) any Company Content or Products (collectively, the “Standard Form Agreements”).

(iv)The Company has paid all necessary royalties, dues, fees, and other payment required to be made and due by the Company to any third party, including any Content Source, in connection with the use, sale, provision, creation, performance, or distribution of the Company Content and Products. The Company has all necessary and required rights to license, use, sublicense and distribute the Company Content in the manner in which such Company Content is currently licensed, used, sublicensed and distributed by or on behalf of the Company.

(v)Company Content. Other than as expressly authorized by the Company’s Contract with such Content Source, the Company has not used any “scrapers,” “spiders,” “bots” or other automated software programs or processes to extract or collect information, data or Content from any social media network, third-party website, blog, news source, podcast provider, or other online source of any information, data or Content (collectively, a “Content Source”). The Company has not used any Content obtained or collected from any Person in developing, building, instructing, or training any artificial intelligence, machine learning, or other algorithm, program, product, or technology, including without limitation the Company Content or Products, in violation of applicable Legal Requirements. For such Content, the Company has obtained all necessary rights required for its collection and use, including licenses, consents, and permissions necessary for such collection and use, and no such license, consent, or permission has been terminated, revoked, or rescinded. The Company has paid all necessary royalties, dues, fees, and other payment required to be made and due by the Company to any third party, including any Content Source, in connection with the use, sale, provision, creation, performance, or distribution of the Company Content and Products. The Company has all necessary and required rights to license, use, sublicense and distribute the Company Content in the manner in which such Company Content is currently licensed, used, sublicensed and distributed by or on behalf of the Company.

(e)Company Owned IP. The Company has the exclusive right to bring infringement actions with respect to the Company Owned IP. All Company Owned IP is (and immediately following Closing will be) fully transferable, alienable, and licensable by the Company (and/or Surviving Corporation, as applicable) without restriction and without payment of any kind to any third party. The Company exclusively owns all right, title, and interest to and in the Company Owned IP free and clear of all Encumbrances (other than Permitted Encumbrances). The Company has not (A) transferred full or partial ownership of, or granted any exclusive license with respect to, any Intellectual Property Rights that are or, as of the time of such transfer or exclusive license were, owned or purported to be owned by the Company or to any other Person; or (B) permitted Intellectual Property Rights that are or, were at the time, owned or purported to be owned by the Company to enter into the public domain.

(f)No Order. There are no Court Orders, forbearances to sue, consents, settlement agreements, judgments, orders, or similar litigation-related, inter partes, or adversarial-related, or government-imposed, obligations to which the Company is a party or is otherwise bound that (i) restrict the rights of the Company to use, transfer, license, distribute, exploit, or enforce any Company Owned IP, Company Content or Product; (ii) restrict the current or planned conduct of the Business in order to accommodate another Person’s Intellectual Property Rights; or (iii) grant any third party any right with respect to any Company Owned IP.

(g)Development of Company IP.

(i)The Company has not developed jointly with any other Person any Company IP with respect to which such other Person has retained any rights in the developed subject matter.

(ii)Each Person who is or was an employee, consultant, contractor, author or developer of any Company IP or any other Technology (including without limitation any Content) for or on behalf of the Company has signed a valid, enforceable agreement (A) containing a present assignment (or such other assignment as is sufficient under applicable Legal Requirements) to the Company of all rights, title and interest in and to any Technology and Intellectual Property Rights arising in connection with or resulting from the employment or performance of services by such employee, consultant, contractor, author or developer (and, as applicable, an irrevocable waiver of moral rights and a release of applicable publicity rights), and (B) which also contains customary confidentiality provisions protecting the rights of the Company in Trade Secrets and other Company proprietary information (such valid, enforceable agreements “Personnel Agreements”).

(iii)The Company and, to the Knowledge of the Company, all other parties thereto are in compliance in all material respects with the provisions of the Personnel Agreements.

(iv)All Company IP developed by or for the Company was conceived, invented, reduced to practice, authored or otherwise created by employees of the Company acting within the scope of their employment, or independent contractors of the Company pursuant to Personnel Agreements.

(v)No current or former member, manager, officer, director, consultant, contractor, author, developer or employee of the Company (A) has made any claim of ownership with respect to any Company IP, or (B) has any claim, right (whether or not currently exercisable) or interest to or in any Company Owned IP.

(vi)To the Knowledge of the Company, no current or former employee, consultant, contractor, author or developer of the Company is: (A) bound by or otherwise subject to any Contract with a third Person restricting such employee, consultant, contractor, author or developer from performing (or in the case of former employees, consultants, contractors, authors or developers, having performed) such employee’s, consultant’s, contractor’s, author’s or developer’s duties for the Company; or (B) in breach of any Contract with any former employer or other Person concerning Intellectual Property Rights or confidentiality due to his/her activities as an employee, consultant, contractor, author or developer of the Company.

(vii)To the Company’s Knowledge, neither the employment of any employee, nor the use by the Company of the services of any consultant or independent contractor has subjected the Company to any Liability to any third party for improperly soliciting such employee, consultant or independent contractor to work for Company, whether such Liability is based on contractual or other legal obligations to such third party.

(viii)Except for Scalaric, no other Person who is or was an employee, consultant, contractor, author or developer of any Company IP or any other Technology (including without limitation any Content) for or on behalf of the Company developed (A) any Technology that is material to the Company or its Business, or (B) any Technology that is incorporated in or used by the Products.

(ix)No funding, facilities or personnel of any Governmental Body, public or private university, college or other educational or research institution (collectively, “Institutions”) was used to develop or create, in whole or in part, any Technology or Intellectual Property Rights for or on behalf of the Company. No Institution has obtained, by contract or otherwise, any rights in any Company IP that will affect the commercial value thereof.

(h)Standards Bodies. The Company is not, nor has the Company ever been, a member or promoter of, or a contributor to, any industry standards body or any similar organization that requires or obligates the Company to grant or offer to any other Person any license or right to any Company Owned IP. The Company is not a party to any Contract with a standards body or any similar organization involving the license to the Company of “standards essential” Technology or Intellectual Property Rights, and the Company does not have reasonable basis to believe that in the absence of such Contract, it has any Liability therefor.

(i)Protection of Trade Secrets. The Company has taken reasonable steps and precautions necessary to maintain the confidentiality of, and otherwise protect and enforce its rights in, all proprietary and confidential information that the Company hold, or purport to hold, as a Trade Secret or maintains, or purport to maintain, as confidential. To the Company’s Knowledge, no unauthorized disclosure of or access to any Trade Secrets included in, or that would, absent such unauthorized access or disclosure, be included in the Company Owned IP has occurred.

(j)Enforcement. To the Company’s Knowledge, no Person has infringed, misappropriated or otherwise violated, and no Person is currently infringing, misappropriating or otherwise violating, any Company Owned IP. Section 3.19(j) of the Disclosure Schedule lists (and the Company has made available to Parent a correct and complete copy of) each letter or other written or electronic communication, or correspondence or claim that has been sent or otherwise delivered to any other Person by the Company, or any of its Representatives, regarding any actual, alleged or suspected infringement or misappropriation of any Company Owned IP.

(k)Non-Infringement. The conduct of the Business of the Company, including the design, development, use, import, branding, advertising, promotion, marketing, and provision of the Products and Company Content: (i) has not infringed upon, misappropriated, or violated any Intellectual Property Rights of any third party or constituted unfair competition or trade practices under the Legal Requirements of any jurisdiction, or violated any rights or rules of any union, guild or similar organization; and (ii) does not, and when conducted in substantially the same manner as currently conducted will not, infringe upon, misappropriate or violate any Intellectual Property Rights of any third party or constitute unfair competition or trade practices under the Legal Requirements of any jurisdiction or violate any rights or rules of any union, guild or similar organization. The Company has not received any written notice or claim in the past six years asserting or suggesting that any such infringement, misappropriation or violation has occurred, including any letter or other communication suggesting or offering that the Company obtain a license to any Intellectual Property Right (including, without limitation, any Intellectual Property Rights embodied by any Content) of another Person in a manner that reasonably implies infringement or violation of such Intellectual Property Right. No infringement, misappropriation, or similar claim or Legal Proceeding involving or relating to any Intellectual Property Rights of another Person is pending or, to the Knowledge of the Company, threatened against the Company or, to the Knowledge of the Company, against any other Person who is or may be entitled to be indemnified, defended, held harmless or reimbursed by the Company with respect to such Legal Proceeding.

(l)Company Software. The Company Software does not contain any bug, defect or error (including any bug, defect or error relating to or resulting from the Processing of data) that: (A) materially and adversely affects the use, functionality or performance of such Company Software or any product or system containing or authorized or intended to be used in conjunction with such Company Software; or (B) causes or would cause the Company to fail to comply, with any applicable warranty or other contractual commitment relating to the use, functionality or performance of such Company Software or any product or system containing or authorized or intended to be used in conjunction with such Company Software. The Company has at all times and currently uses reasonable practices to detect and remove all Harmful Code, and, to the Knowledge of the Company, no Company Software contains any Harmful Code. None of the Company Software constitutes, contains, or is considered “spyware” or “trackware” (as such terms are commonly understood in the software industry), records a user’s actions or location without such user’s knowledge and consent, or employs a user’s Internet connection without such user’s knowledge and consent to gather or transmit information on such user or such user’s behavior.

(m)Company Source Code. No Company Source Code has been delivered, licensed or made available to any escrow agent or other Person who is not, or was not, as of the date thereof, an employee, consultant or independent contractor of the Company using such Company Source Code solely in connection with providing services for the Company subject to a Personnel Agreement. The Company does not have any duty or obligation (whether present, contingent, or otherwise) to deliver, license or make available any Company Source Code to any escrow agent or other Person. No event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) shall, or could reasonably be expected to, result in the authorized delivery, license, or disclosure of any Company Source Code to any other Person.

(n)Open Source.

(i)Section 3.19(n)(i) of the Disclosure Schedule lists: (A) each item of Open Source Materials that is contained in, distributed with, linked with the current version any Company Software or from which any part of the current version of any Company Software is derived, which item is material to a Product; (B) the name of or a link to (or other locator for) the applicable Open Source License for each such item of Open Source Material that is software; (C) the Product to which each such item of Open Source Material relates; and (D) whether such Open Source Material has been modified or distributed by or on behalf of the Company.

(ii)No Company Software contains or has contained, is or has been linked with, is or has been derived from, or is or has been distributed with, any Open Source Materials in a manner that requires or has required pursuant to the applicable Open Source License: (A) that the Company grant a license under, or refrain from asserting any one or more of its Patent rights or that any Company Software or part thereof (except for the applicable, unmodified third party Open Source Material itself): (x) be disclosed or distributed in source code form; (y) be licensed for the purpose of making modifications or derivative works; or (z) be redistributable at no charge; or (B) that otherwise imposes any material limitation, restriction or condition on the Company’s commercial exploitation of any Company Software or part thereof other than with respect to attribution obligations with respect to the Open Source Materials (in each case (A) and (B), except for the applicable, unmodified third party Open Source Material itself).

(iii)The Company is and has been in compliance with all Open Source Licenses governing Open Source Materials contained in, distributed with, linked with the current version any Company Software or from which any part of the current version of any Company Software is derived.

(iv)The Company has not distributed any Company Source Code pursuant to an Open Source License.

(o)Effect of Transaction. Neither the execution, delivery or performance of this Agreement or any other agreements referred to in this Agreement nor the consummation of any of the Transactions will, with or without notice or lapse of time, result in, or give any other Person the right or option to cause or declare: (i) a loss of, or lien on, any Company Owned IP or any other Technology or Intellectual Property Rights incorporated into or used in the development, testing, distribution, provision, maintenance or support of any Product or Company Software; (ii) an obligation for Parent or its Affiliates to offer any discount or be bound by any “most favored pricing” terms under any Contract to which the Company is a party or bound; (iii) Parent or its Affiliates being bound by any exclusivity, non-compete, or similar restriction on Parent’s or its Affiliates’ respective businesses to which Parent or its Affiliates would not have been bound but for the Transactions; (iv) any obligation for the Company or Parent or its Affiliates to pay any amounts, royalties, or consideration with respect to any Intellectual Property Rights or Technology licensed to or used thereby other than fees, royalties or payments that would otherwise have been required to pay in the absence of this Agreement or had such transactions not occurred; (v) the release, disclosure or delivery of any Company Software by or to any escrow agent or other Person; or (vi) the grant, assignment or transfer to any other Person of any license or other right or interest in, under, or with respect to, either any of the Company IP or any other Technology or the Intellectual Property Rights of Parent or its Affiliates.

(p)Data Privacy and Information Security.

(i)The Company is and has been in material compliance with (A) applicable Information Privacy and Security Laws, (B) all contractual obligations concerning privacy, data protection or information security matters in Contracts to which the Company is a party, and where such privacy obligations are required, (C) all industry standards with which the Company purports to or is otherwise required to comply (D) all requirements of self-regulatory organizations or certifications to which the Company belongs or that apply to the Company, and (E) all Business Privacy Policies, in each case as amended from time to time ((A) through (E) collectively, the “Privacy and Security Requirements”). The Company has implemented and maintained reasonable and appropriate measures to comply with such Privacy and Security Requirements.

(ii)The Company has provided legally adequate notice of its privacy practices in its Business Privacy Policies. True, correct and complete copies of all Business Privacy Policies together with complete and accurate information regarding the times during which such privacy policies were in use and the mechanisms used to obtain agreement to or acknowledgment of such Business Privacy Policies have been provided to Parent. The Business Privacy Policies have been maintained to be compliant with applicable Privacy and Security Requirements. No disclosures made or contained in any Business Privacy Policy have been inaccurate, misleading, deceptive, or in violation of any Privacy and Security Requirements in any respect (including by containing any material omission).

(iii)Except as disclosed on Section 3.19(p)(iii) of the Disclosure Schedule, the Company has contractually obligated third-parties, including without limitation, customers, suppliers, contractors and vendors (collectively, “Data Partners”), that have access to Personal Information or IT Systems to (A) comply with applicable Privacy and Security Requirements where such requirements are applicable to the Personal Information and the processing activity, (B) act only in accordance with the instructions of the Company, (C) comply with applicable Business Privacy Policies, (D) take appropriate steps to protect and secure Personal Information from Security Incidents, and (E) restrict use of Personal Information to those authorized or required under the servicing, outsourcing, processing, or similar arrangement The Company has no Knowledge that any Data Partner has failed to comply with any such obligations.

(iv)The Company has taken all reasonable and appropriate measures to ensure that all Personal Information in the Data Partners’ possession or control is protected in a manner that is consistent with applicable Privacy and Security Requirements. The Company regularly evaluates, monitors and assesses the sufficiency of and compliance with the security programs and policies of the Data Partners. The Company does not, and does not permit any Data Partners with access to Personal Information to, sell, lease or rent any Personal Information.

(v)The Company has sufficient rights and authority, including under its Privacy and Security Requirements, to permit the use and other Processing of Personal Information by or for the Company, including in connection with the development, offering, and provision of its services. The Company has at all times (A) made all disclosures to, and obtained any necessary consents and authorizations from, users, customers, employees, contractors, and other applicable Persons under applicable Privacy and Security Requirements, (B) obtained all applicable Permits and licenses, and made all governmental filings, required under applicable Information Privacy and Security Laws to Process Personal Information, (C) complied with any contractual obligation, agreement, Permit, license, government filing or other obligation regarding the processing of Personal Information, and (D) abided by any applicable opt-outs related to Personal Information.

(vi)There are no pending, nor has there been any claims or proceedings related to any Security Incidents or any violations of any Privacy and Security Requirements or Business Privacy Policies, and there is no reasonable basis for any such claim or proceeding involving the Company or any of its Data Partners (in the case of Data Partners, relating solely to any services provided for or on behalf of the Company). The Company, the Company has not received any written correspondence, complaints, or notice relating to any proceedings, claims, investigations or allegations from any Person or Governmental Body alleging violations of Privacy and Security Requirements or Business Privacy Policies, and there is no such ongoing proceeding, claim, investigation or allegation. There are no outstanding information requests, enforcement notices, Legal Proceedings, deregistrations, or transfer prohibitions or any other nature of notices or requests under applicable Information Privacy and Security Laws currently outstanding against the Company, or any outstanding appeal against such notices nor are there any circumstances that may give rise to the giving of any such notices. There are no unsatisfied access requests in respect of Personal Information held by the Company or any outstanding applications for rectification or erasure of Personal Information. The Company is not subject to any Court Order or Contract with any Governmental Body or other Person which restricts, impairs, encumbers, hinders, or imposes requirements in connection with its Processing of any Personal Information.

(vii)The Company has not disclosed, transferred, or otherwise made available any Personal Information of an individual located in the European Economic Area or the United Kingdom to any Person located outside the European Economic Area or United Kingdom other than in compliance with applicable Privacy and Security Requirements (including, where applicable, having implemented appropriate safeguards and supplementary measures, and having carried out any and all transfer impact assessments).

(viii)Neither the execution, delivery, and performance of this Agreement and any of the other agreements referred to in this Agreement nor the consummation of any of the Transactions, nor Parent’s possession, use, or transfer to or from any jurisdiction in the world (including to or from the United States) of the Personal Information will result in any violation of any Privacy and Security Requirements, including any Information Privacy and Security Laws or require notice to any Person or result in any Court Order or Contract with any Governmental Body becoming applicable to Parent.

(q)IT Systems.

(i)The IT Systems are sufficient for the operation of the business of the Company, including as to capacity, scalability and ability to process current peak volumes in a timely manner. The IT Systems are in good working condition to effectively perform all computing, information technology and data processing operations necessary for the operation of the Company as currently conducted and as currently anticipated to be conducted. The Company has taken all reasonable steps designed to safeguard the IT Systems utilized in the operation of the Business as such is currently conducted, including without limitation by having implemented and maintained reasonable disaster recovery and business continuity plans, procedures and facilities, including with respect to all IT Systems and the Business of the Company.

(ii)The Company has established, maintained, and is in compliance with a comprehensive written information security program (“Security Program”) that (A) includes and incorporates reasonable and appropriate organizational, physical, administrative and technical safeguards, measures and security procedures to safeguard the security, confidentiality, integrity and availability of the IT Systems and Business Data, (B) protects against Security Incidents (including the systems of any third parties with access to Business Data), and (C) complies with all applicable Privacy and Security Requirements. Such safeguards, measures, and procedures have (1) included steps to protect the IT Systems from any known threats or activity likely to result in a Security Incident, loss, theft and interruption, and any unauthorized Processing, access, use, disclosure or modification, (2) provided for the performance and documentation of risk assessments and management procedures of the Company, and (3) adhered to industry standard practices pertaining to secure programming techniques. The Company tests such Security Program on a periodic basis, and such program has proven effective upon testing in all material respects. The Company has implemented, maintained, and monitored adequate and effective safeguards, and measures to preserve and protect the confidentiality, availability, security and integrity of all IT Systems and Business Data.

(iii)The Company has not experienced any (A) material disruption, interruption, outage, or continued substandard performance affecting any IT System(B) unauthorized use, access, interruption, modification, or corruption of IT System, or (C) any actual or reasonably suspected misuse, compromise, or unlawful, unauthorized or accidental loss, destruction, disclosure, modification, Processing, acquisition, encryption, unavailability of or access to any Business Data (each, a “Security Incident”). There have not been any claims to an insurance policy as a result of a Security Incident. The Company has not received any claim or notice from any party that a Security Incident may have occurred or is being investigated. No circumstance has arisen in which Privacy and Security Requirements would require the Company to notify a Person or other third party of a Security Incident. The Company is not aware of any circumstance that may result in any of the foregoing.

(iv)All of the Company’s employees and contractors who have access to Business Data or IT Systems, have received professional and appropriate training with respect to compliance with applicable Privacy and Security Requirements and the Company’s Security Program. The Company has promptly investigated and addressed any material deviations from the Privacy and Security Requirements or Security Program and taken corrective and mitigating actions designed to prevent the recurrence of any such deviations.

(v)The Company has taken, and, if applicable, is currently taking, all reasonable and appropriate actions (including, where appropriate, eliminating or mitigating risks, threats, and vulnerabilities to a reasonable and appropriate level) in response to all risks, threats and vulnerabilities identified in assessments and analyses performed by or for the Company or about which the Company is aware. The Company has not identified and is not aware of any security vulnerabilities affecting its IT Systems and classified as “moderate”, “medium” or more severe that have not been remediated.

(vi)The IT Systems operate and perform in accordance with their documentation and functional specifications. The IT Systems are adequate and sufficient for the operation of the Business as currently conducted and are reasonably sufficient for the operation of the Business as currently conducted and are reasonably sufficient for the current and planned operation of the Business of the Company, including as to capacity, scalability and ability to process current peak volumes in a timely manner. The IT Systems are in good working condition to effectively perform all computing, information technology and data processing operations necessary for the operation of the Company as currently conducted and as planned to be conducted.

(vii)The Company has not experienced any material disruption to, or material interruption in, the conduct of its Business attributable to a defect, error, or other failure or deficiency of any IT System.

(viii)The Company has implemented, maintained, and monitored reasonable and appropriate plans, policies, safeguards, and measures (including with respect to technical, administrative, and physical security) to (A) prevent and respond to Security Incidents and (B) to preserve and protect the privacy, confidentiality, availability, security, and integrity of all IT Systems and Business Data Processed by or for the Company. Such plans, policies, safeguards, and measures materially comply with Privacy and Security Requirements, and include (1) measures to protect the IT Systems from Harmful Code, access by unauthorized Persons, or access by authorized Persons that exceeds the Person’s authorization; (2) performing and documenting risk assessment and management procedures of the Company; and (3) adherence to industry best practices pertaining to secure programming techniques. The Company has not identified any security vulnerabilities affecting IT Systems that have been or reasonably would be classified as “moderate”, “medium”, “high”, “critical” or by similar severity designations or that could materially affect IT Systems or the Company’s operations, that have not been remediated.

(r)Generative AI. Section 3.19(r) of the Disclosure Schedule sets forth any third party Generative AI Tools used by the Company, together with the license terms applicable to each such Generative AI Tool, and the purposes for which the Company has used each such Generative AI Tool (including what outputs the Company has generated and how it uses the outputs). The Company does not use, and has not in the past used, Generative AI Tools in its business (including in the development of any Products) to generate any Technology that the Company intended to maintain as proprietary, or which is otherwise material to the Company, and has not included any Confidential Information or Company Source Code in any prompts or inputs into any Generative AI Tools. The Company has not used any Generative AI Tool in a manner that does not comply with the applicable license terms.

1.20Related Party Transactions.

(a)Except as set forth on Section 3.20(a) of the Disclosure Schedule, no Related Party of the Company: (i) has or has had any interest in any material asset used in or otherwise relating to the business of the Company; (ii) is or has been indebted to the Company (other than for ordinary travel advances); (iii) has entered into, or has had any financial interest in, any Material Contract, transaction, or business dealing involving the Company; (iv) is competing, or has at any time competed, with the Company; or (v) has any claim or right against the Company (other than rights to receive compensation for services performed as an employee of the Company or other rights arising in the ordinary course of employment). No member of the board of directors (or other similar body) of the Company has ever had a conflict of interest with respect to the Company, and each such member has provided confirmation of the foregoing to the Company in accordance with applicable Legal Requirements.

(b)Except as set forth on Section 3.20(b) of the Disclosure Schedule, there are no interests, relationships, Contracts, claims, or rights of the type described in clauses (i) through (v) of Section 3.20(a) between the Company on the one hand and a Related Party of Parent on the other hand.

1.21Anti-Corruption; Export Controls.

(a)None of the Company nor any director, officer, Affiliate, employee, manager or agent of any of the Company (in their capacities as such or relating to their employment, services or relationship with the Company), has (i) directly or indirectly made, offered, promised, authorized, solicited, or accepted any contribution, gift, bribe, rebate, payoff, influence payment, kickback, or other payment to or from any Person, including a “foreign official” (as such term is defined in the U.S. Foreign Corrupt Practices Act of 1977), foreign political party or official thereof, or candidate for foreign political office, regardless of what form, whether in money, property, or services (A) to obtain favorable treatment for business or Contracts secured, (B) to pay for favorable treatment for business or Contracts secured, (C) to obtain special concessions or for special concessions already obtained; (D) to improperly influence or induce any act or decision, (E) to secure any improper advantage, or (F) in violation of applicable Legal Requirements (including Anti-Corruption Laws) or (ii) established or maintained any fund or asset that has not been recorded in the books and records of the Company. The Company has established and maintain internal controls (including, but not limited to, accounting systems, purchasing systems and billing systems) and written policies and procedures to promote and ensure compliance with Anti-Corruption Laws and to ensure that all books and records of the Company accurately and fairly reflect, in reasonable detail, all transactions and dispositions of funds and assets. None of the Company nor any of its directors, officers, or employees are or have been the subject of any allegation, voluntary disclosure, investigation, prosecution, or other enforcement action related to the Anti-Corruption Laws.

(b)The Company has conducted its export transactions in accordance in all respects with applicable provisions of United States export and re-export controls and sanctions laws and regulations, including the Export Administration Act and Regulations, the Foreign Assets Control Regulations, the International Traffic in Arms Regulations, other controls administered by the United States Department of Commerce or the United States Department of State, the regulations administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”), and all other applicable import/export controls and sanctions laws and regulations in other countries in which the Company conducts business. The Company has not engaged in any direct or indirect transactions or dealings with, or exported any products, technology, or services to, (i) any country or territory that is subject to a U.S. Government embargo (currently, Cuba, Iran, North Korea, Syria, the Crimea, Donetsk People’s Republic, and Luhansk People’s Republic regions in Ukraine) (collectively, the “Embargoed Countries”); (ii) any instrumentality, agent, Entity, or individual that is located in, or acting on behalf of, or directly or indirectly owned or controlled by any Governmental Body of, any Embargoed Country; (iii) any individual or Entity identified on any list of designated and prohibited parties maintained by the U.S. Government, the United Kingdom, or the European Union, including, but not limited to, the List of Specially Designated Nationals and Blocked Persons, the Foreign Sanctions Evaders List, or the Sectoral Sanctions Identifications List, which are maintained by OFAC, or the Entity List, Denied Persons List, or Unverified List, which are maintained by the Bureau of Industry and Security of the U.S. Commerce Department (collectively, the “Prohibited Party Lists”). None of the Company nor any of its respective actual or beneficial owners appears on a Prohibited Party List. Without limiting the foregoing: (A) the Company has obtained all export and import Permits, licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations and filings with any Governmental Body required for (1) the export, import and re-export of products, services, software and technologies and (2) releases of technologies and software to foreign nationals located in the United States and abroad (collectively, “Export Approvals”), (B) the Company is in compliance with the terms of all applicable Export Approvals, (C) there are no pending or, to the Knowledge of the Company, threatened claims against the Company with respect to such Export Approvals, (D) there are no actions, conditions or circumstances pertaining to the Company’s export transactions that would reasonably be expected to give rise to any future claims and (E) no Export Approvals for the transfer of export licenses to Parent or the Surviving Corporation are required, except for such Export Approvals that can be obtained expeditiously and without material cost. None of the Company nor any of its officers, directors, managers or employees are or have been the subject of any allegation, voluntary disclosure, investigation, prosecution or other enforcement action related to violations of export control and sanctions laws and regulations.

1.22Employee Benefit Plans.

(a)Section 3.22(a) of the Disclosure Schedule sets forth a complete and correct list of all Company Employee Plans. The Company has made available to Parent a true and complete copy, as applicable, of (i) each Company Employee Plan (including any amendments thereto) and descriptions of all material terms of any such plan that is not in writing; (ii) the three most recent annual reports, with accompanying schedules and attachments, filed with respect to each Company Employee Plan required to make such a filing; (iii) the most recent summary plan description for each Company Employee Plan for which a summary plan description is required by applicable Legal Requirements and any other guide, notice or description provided to employees (as well as any modifications or amendments thereto); (iv) the most recently received IRS determination letter, if any, issued by the IRS and each currently pending application to the IRS for a determination letter with respect to any Company Employee Plan that is intended to qualify under Section 401(a) of the Code; (v) the three most recently prepared actuarial reports, financial statements, Forms 5500, and trustee reports, if any, relating to the Company Employee Plan; (vi) all material records, notices, and filings concerning IRS, Department of Labor, or other Governmental Body audits or investigations; (vii) all current trust documents, investment management contracts, custodial agreements, administrative services agreements and insurance and annuity contracts relating thereto; and (viii) all non-routine, written communications relating to any Company Employee Plan and any proposed Company Employee Plans. The Company has no plan or commitment to adopt or enter into any additional Company Employee Plan or to amend or terminate any existing Company Employee Plan.

(b)No Company Employee Plan is (i) a “multiemployer plan” (within the meaning of Section 3(37) of ERISA), (ii) a plan maintained by more than one employer (within the meaning of Section 413(c) of the Code), (iii) a single employer plan or other pension plan subject to Title IV or Section 302 of ERISA or Section 412 of the Code or otherwise required to be registered under applicable Legal Requirements, or (iv) a multiple employer welfare arrangement (within the meaning of Section 3(40) of ERISA), and none of the Company or any of its ERISA Affiliates maintains or contributes to, has at any time maintained or contributed to, or has any Liability or obligation, whether fixed or contingent, with respect to, any such plans or arrangements described in the foregoing clauses (i)-(iv). No Liability under Title IV of ERISA has been or is reasonably expected to be incurred by the Company or any ERISA Affiliate thereof.

(c)Neither the Company nor any of its ERISA Affiliates has any obligation, whether fixed or contingent, to provide (whether under a Company Employee Plan or otherwise) health, retiree health or welfare, accident, disability, life insurance, death, or other welfare benefits with respect to any current or former Service Provider, or the spouses, dependents, or beneficiaries thereof, beyond the termination of employment or service of any such Service Provider, other than as required under Section 4980B of the Code or other applicable Legal Requirement (and for which the beneficiary pays the full cost of coverage). There has been no communication to any current or former Service Provider, or the spouses, dependents, or beneficiaries thereof, that would reasonably be expected to promise or guarantee any such health, retiree health or welfare, accident, disability, life insurance, death, or welfare benefits.

(d)Except as expressly contemplated by this Agreement, neither the execution and delivery of this Agreement, nor the consummation of the Transactions, either alone or in combination with another event (whether contingent or otherwise), could (i) entitle any current or former Service Provider or any group of such Service Providers to any payment; (ii) increase the amount of compensation or benefits due to any such Service Provider or any such group of Service Providers; or (iii) accelerate the vesting, funding, or time of payment of any compensation, equity award, or other benefit.

(e)Each Company Employee Plan has been established, sponsored, maintained, operated, and administered in accordance with its terms and the requirements of all applicable Legal Requirements, including ERISA and the Code. The Company has performed all obligations required to be performed by it under, is not in any respect in Default under or in violation of, and has no Knowledge of any Default or violation by any party to, any Company Employee Plan.

(f)No Legal Proceeding is pending or threatened against, by, or on behalf of any Company Employee Plan or the assets thereof, fiduciaries, or administrators thereof (other than claims for benefits in the ordinary course). With respect to each Company Employee Plan, (i) no breaches of fiduciary duty or other failures to act or comply in connection with the administration or investment of the assets of such Company Employee Plan have occurred, and (ii) no lien has been imposed under the Code, ERISA, or any other applicable Legal Requirements. There has not been any prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) with respect to or relating to any Company Employee Plan.

(g)No excise Tax could reasonably be expected to be imposed upon the Company under Chapter 43 of the Code. The Company has not made any filing in respect of any Company Employee Plan under the Employee Plans Compliance Resolution System or the Department of Labor Delinquent Filer Voluntary Compliance Program.

(h)Each Company Employee Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and has timely received a favorable determination letter or is entitled to rely on a favorable opinion letter from the IRS, in either case, that has not been revoked, and no event or circumstance exists that has adversely affected or would reasonably be expected to adversely affect such qualification or exemption. Each trust established in connection with any Company Employee Plan that is intended to be exempt from U.S. federal income taxation under Section 501(a) of the Code is so exempt, and no fact or event has occurred that would reasonably be expected to adversely affect the exempt status of any such trust. In addition, with respect to each Company Employee Plan intended to include a Code Section 401(k) arrangement, the Company and its ERISA Affiliates have at all times made timely deposits of employee salary reduction contributions and participant loan repayments, as determined pursuant to regulations issued by the United States Department of Labor.

(i)All contributions (including all employer contributions and employee salary reduction contributions), premiums, or payments required to be made with respect to any Company Employee Plan have been made on or before their due dates, or, to the extent not yet due, have been adequately accrued on the Current Balance Sheet in accordance with the terms of the Company Employee Plan and all applicable Legal Requirements. All such contributions have been fully deducted for income Tax purposes and no such deduction has been challenged or disallowed by any Governmental Body.

(j)No Company Employee Plan, and none of the Company or any Company Employee Plan fiduciary with respect to any Company Employee Plan, in any case, is the subject of an audit or investigation by the IRS, the Department of Labor, the Pension Benefit Guaranty Corporation, or any other Governmental Body, nor is any such audit or investigation pending or threatened.

(k)Section 3.22(k) of the Disclosure Schedule sets forth any and all Indebtedness owed to the Company by any current or former Service Provider.

(l)No Company Employee Plan is subject to the Legal Requirements of any jurisdiction outside of the United States or provides compensation or benefits to any Service Provider (or any spouse or dependent thereof) who resides outside of the United States.

(m)The Company and each of its ERISA Affiliates are in compliance in all material respects with (i) the applicable requirements of Section 4980B of the Code and any similar state Legal Requirement, (ii) the applicable requirements of the Health Insurance Portability and Accountability Act of 1996, as amended and the regulations (including the proposed regulations) thereunder, (iii) the applicable requirements of the Patient Protection and Affordable Care Act of 2010, including the requirements of Sections 4980H, 6055 and 6056 of the Code and any similar state Legal Requirements, and (iv) the applicable requirements of the CARES Act. No Company Employee Plan is a voluntary employee benefit association under Section 501(a)(9) of the Code. The obligations of all Company Employee Plans that provide health, welfare, or similar insurance are fully insured by bona fide third-party insurers. No Company Employee Plan is maintained through a human resources and benefits outsourcing entity, professional employer organization, or other similar vendor or provider.

1.23Tax Matters.

For purposes of this Section 3.23, references to the “Company” shall refer to the Company, its current or former Subsidiaries (if any) and each corporation, limited liability company, or other Entity or Person that has been liquidated or merged into the Company (including, for the avoidance of doubt, Tagger LLC), its current or former Subsidiaries (if any), or that is otherwise a predecessor in interest to the Company or its current or former Subsidiaries (if any) (a “Company Predecessor”), unless the context clearly indicates otherwise.

(a)The Company has properly completed and timely filed with the appropriate Tax Authority, or caused to be properly completed and timely filed with the appropriate Tax Authority, all income and other material Tax Returns required to be filed by, or with respect to, it on or prior to the Closing Date. All such Tax Returns were true, complete and accurate in all material respects and have been prepared in compliance with Legal Requirements. All Taxes of the Company or for which the Company could be liable that are due and payable (whether or not shown on any Tax Return) have been timely and properly paid. The Company has delivered to Parent true, accurate, and complete copies of (i) all U.S. federal, state, local, and non-U.S. income and other material Tax Returns filed by or on behalf of the Company for all taxable years remaining open under the applicable statute of limitations, which will include at a minimum the last three tax years, and will also include, promptly upon their availability, such Tax Returns for the most recent taxable year, (ii) all examination reports and notices of deficiency relating to the Company’s Liability for Taxes issued to the Company since its inception by a Governmental Body, (iii) any closing or settlement agreements entered into by the Company and any Governmental Body since the Company’s inception, and (iv) all written rulings and decisions relating to the Company’s Liability for Taxes issued to the Company since its inception by a Governmental Body. Section 3.23(a) of the Disclosure Schedule lists each jurisdiction where the Company will be required to file a Tax Return following the Closing with respect to any Pre-Closing Tax Period, including the type of Tax Return and the type of Tax required to be paid. No claim has ever been made by a Tax Authority in a jurisdiction where the Company does not file a Tax Return that it is or may be subject to taxation by, or required to file a Tax Return in, that jurisdiction. The Financials properly and adequately accrue or reserve for Tax Liabilities in accordance with GAAP. No power of attorney with respect to any Taxes is currently in force or has been executed or filed with any Tax Authority or other Governmental Body. All unpaid Pre-Closing Taxes of the Company as of close of business on the Closing Date will be included in Estimated Closing Indebtedness.

(b)As of the Balance Sheet Date, the unpaid Taxes of the Company did not exceed the reserve for Tax Liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth or included on the face of the Current Balance Sheet (rather than in any notes thereto). Since the Balance Sheet Date, the Company has not incurred any Liability for Taxes outside the ordinary course of business or otherwise inconsistent with past custom and practice.

(c)The Company has properly collected, remitted, and reported all sales, use, value added, excise, and similar Taxes required to be so collected, remitted, and reported by it under Legal Requirements, and has complied with all Legal Requirements relating to such collection, remittance, and reporting, including obtaining and maintaining properly completed exemption certificates.

(d)The Company has properly collected or withheld and paid to the appropriate Governmental Body all Taxes required to be so collected or withheld and paid by it under Legal Requirements (including, without limitation, withholding of Taxes pursuant to Sections 1441, 1442, 1445, 1446, 1471, 1472 and 3406 of the Code or similar provisions under any state, local or foreign Legal Requirements), in connection with payments made or owing to its stockholders, Service Providers, customers, creditors, and other third parties, timely filed all related information Tax Returns required to be filed by it under Legal Requirements, and otherwise complied with all Legal Requirements relating to such collection or withholding, payment, and information reporting. The Company has properly classified all its Service Providers as either employees or independent contractors for Tax purposes in accordance with Legal Requirements.

(e)No property or obligation of the Company, including uncashed checks to vendors, customers, or Service Providers, non-refunded overpayments, credits, or unclaimed amounts or intangibles, is or could become escheatable or reportable as unclaimed property to any Governmental Body under Legal Requirements relating to escheatment and unclaimed property.

(f)The Company uses the accrual method of accounting for income Tax purposes.

(g)No Tax Return of the Company has ever been examined or audited by any Governmental Body. The Company has not received from any Governmental Body any (i) notice indicating an intent to open an audit or other review; (ii) request for information related to Tax matters; or (iii) notice of deficiency or proposed Tax adjustment. No extension or waiver of the limitation period applicable to any Tax Return, any Tax assessment or deficiency, or any payment or collection of Taxes of the Company has been granted by or requested from the Company. No claim, assessment, investigation, dispute, Legal Proceeding, or other action is pending or threatened against the Company in respect of any Tax. There is no Encumbrance for Taxes upon any of the assets of the Company except for Permitted Encumbrances. There are no matters under discussion with any Tax Authority, or known to the Company, with respect to Taxes that may result in any additional Liability for Taxes with respect to the Company.

(h)The Company has never (i) been a party to any Tax allocation, Tax indemnification, Tax sharing, or other agreement to assume any Tax Liability of another Person, (ii) been a member of any group filing Tax Returns on an affiliated, consolidated, combined, unitary, or similar basis (including any arrangement for group or consortium relief or similar arrangement), (iii) been a party to any joint venture, partnership, or other arrangement that could be treated as a partnership for Tax purposes, (iv) engaged or participated in any “reportable transaction” within the meaning of Treasury Regulations Section 1.6011-4(b) (or any corresponding or similar provision of state, local, or non-U.S. Legal Requirements), (v) engaged or participated in any transaction that could require the filing of an IRS Schedule UTP (or any corresponding or similar disclosure under state, local, or non-U.S. Legal Requirements), (vi) taken any position on any Tax Return that could result in a “substantial understatement of income tax” within the meaning of Section 6662 of the Code (or any corresponding or similar provision of state, local, or non-U.S. Legal Requirements), (vii) entered into any “closing agreement” within the meaning of Section 7121 of the Code (or any corresponding or similar provision of state, local, or non-U.S. Legal Requirements), or (viii) been issued or applied for any Tax rulings. The Company does not have any Liability for the Taxes of any Person (other than the Company) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local, or non-U.S. Legal Requirements) as a transferee or successor, by Contract (excluding liability for Taxes under a customary commercial Contract entered into in the ordinary course of business, no primary purpose of which is Taxes (a “Commercial Tax Agreement”)), or otherwise. The Company does not own any interest in real property in any jurisdiction in which a Tax is imposed, or the value of such interest is reassessed, on the transfer of an interest in real property and which treats the transfer of an interest in an entity that owns an interest in real property as a transfer of such interest in real property.

(i)The Company has never (i) been a Tax resident in a jurisdiction other than the jurisdiction in which it is formed, (ii) engaged in a trade or business, had a permanent establishment within the meaning of an applicable Tax treaty, had a fixed place of business, or had any branch operations in a country other than the United States, (iii) been subject to any accumulated earnings Tax or personal holding company Tax, (iv) transferred any intangible property the transfer of which would be subject to Section 367(d) of the Code, (v) incurred any “dual consolidated loss” within the meaning of Section 1503(d)(2) of the Code, or (vi) participated in any “international boycott” within the meaning of Section 999 of the Code. The Company has properly filed all reports and created and/or retained all records required to be so filed, created, and/or retained by it under Sections 6038, 6038A, 6038B, 6038C, 6046, and 6046A of the Code (and any corresponding or similar provision of state, local, or non-U.S. Legal Requirements). The Company has not been (A) a stockholder of a “controlled foreign corporation” as defined in Section 957 of the Code (or any similar provision of state, local, or non-U.S. Legal Requirements) or (B) a stockholder of a “passive foreign investment company” within the meaning of Section 1297 of the Code.

(j)Neither the Company, nor Parent (as a result of the Transactions), will be required to include any item of income in, or exclude any item of deduction from, taxable income for any Tax period (or portion thereof) ending after the Closing as a result of (i) any change in (or the use of any incorrect) method of accounting for a Pre-Closing Tax Period, (ii) any installment sale or open transaction made on or before the Closing Date, (iii) any intercompany transaction (including any intercompany transaction subject to Sections 367 or 482 of the Code) or excess loss account described in the Treasury Regulations promulgated under Section 1502 of the Code (or any corresponding or similar provision of state, local, or non-U.S. Legal Requirements) with respect to a transaction or event occurring on or before the Closing Date, (iv) any “closing agreement” within the meaning of Section 7121 of the Code (or any corresponding or similar provision of state, local, or non-U.S. Legal Requirements) entered into on or before the Closing Date, (v) any prepaid amount or deferred revenue received on or before the Closing Date, (vi) the application of Sections 951, 951A, or 965 of the Code to income earned by the Company in any Pre-Closing Tax Period, or (vii) any gain recognition agreement as described in Treasury Regulations Section 1.367(a)-8 executed on or before the Closing Date.

(k)All transactions involving the Company have been made on arm’s length terms. The Company has complied with all Legal Requirements relating to transfer pricing, including executing and maintaining contemporaneous documentation to substantiate the transfer pricing practices and methodologies of the Company. The Company has never been a party to any cost sharing arrangement to share research and development costs and rights to any developed Intellectual Property Rights or Technology.

(l)Neither the Company nor any of its Affiliates or predecessors by merger or consolidation has within the past three years been a party to a transaction intended to qualify under Section 355 of the Code or so much of Section 356 of the Code as relates to Section 355 of the Code. The Company has not acquired any asset from any other corporation in a transaction in which the adjusted Tax basis in the acquired asset was determined by reference (in whole or in part) to the adjusted Tax basis of the acquired asset (or any other property) in the hands of the transferor.

(m)Section 3.23(m) of the Disclosure Schedule sets forth all Tax exemptions, Tax holidays, Tax incentives, or other Tax reduction agreements or arrangements applicable to the Company. The Company has provided to Parent all documentation relating to any such agreements or arrangements. The Company is in compliance with the requirements for any such agreements or arrangements and have been in compliance since such agreement or arrangement was originally claimed by the Company, and none of the agreements or arrangements will be jeopardized or subject to clawback by the Transactions. The Company has not applied for or received a ruling or determination from a Governmental Body regarding a past or prospective transaction.

(n)The Company has never been nor will be required to include any adjustment in taxable income for any Tax period (or portion thereof) pursuant to Sections 481 or 263A of the Code or any comparable provision under state, local or foreign Tax Legal Requirements as a result of transactions, events or accounting methods employed prior to the Merger.

(o)The Company has made available to Parent correct and complete copies of any written analysis (whether in final or draft form) prepared by, or on behalf of, the Company regarding whether any of the Tax attribute carryforwards of the Company (including, but not limited to, net operating losses and Tax credits) are subject to limitation.

(p)The Company has not availed itself of any Tax relief pursuant to any Pandemic Response Laws that could reasonably be expected to impact the Tax payment and/or reporting obligations of the Company after the Closing. The Company has not (i) deferred the employer’s share of any “applicable employment taxes” under Section 2302 of the CARES Act, (ii) received or claimed any Tax credits under Section 7001 through 7005 of the Families First Coronavirus Response Act or Section 2301 of the CARES Act, or (iii) deferred any payroll Tax obligations (including those imposed by Section 3101(a) and 3201 of the Code) pursuant to or in connection with the Payroll Tax Executive Order.

(q)The Company has not been, during the applicable period provided in Section 897(c)(1)(A)(ii) of the Code, a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code.

(r)The Company has not elected at any time to be treated as an S corporation within the meaning of Sections 1361 or 1362 of the Code (or any similar provision of state or local Legal Requirements). The Company has not, nor has it ever had, any direct or indirect interest in any trust, partnership, corporation, limited liability company, or other “business entity” for U.S. federal income tax purposes.

(s)Since the effective date of the Conversion, Tagger Media, Inc. is and always has been properly classified as a domestic corporation taxable under subchapter C of the Code for U.S. federal income Tax purposes and has had comparable status under the laws of any other jurisdiction in which it was required to file any Tax Return at the time it was required to file such Tax Return. At all times since its formation on April 28, 2015 up until the effective date of the Conversion, Tagger Media, LLC, a Delaware limited liability company (“Tagger LLC”), was properly classified as a partnership for U.S. federal and applicable state and local income Tax purposes.

(t)Parachute Payments. The Company is not a party to any Contract (including this Agreement and the Ancillary Agreements to which the Company is a party) and no Service Provider has or may receive any payment or benefit, whether under any Company Employee Plan or otherwise, in any case, that has resulted or would reasonably be expected to result, separately or in the aggregate, whether alone or in connection with any subsequent event (including any termination of employment or service) in the payment of any “parachute payment” within the meaning of Section 280G of the Code (or any similar or corresponding provisions of state, local, or non-U.S. Legal Requirements), determined without regard to Section 280G(b)(4) of the Code.

(u)Section 409A Matters.

(i)Section 3.23(u)(i) of the Disclosure Schedule lists all “nonqualified deferred compensation plans” (within the meaning of Section 409A of the Code) to which the Company or any ERISA Affiliate is a party. Each such nonqualified deferred compensation plan complies with the requirements of Section 409A of the Code and the Treasury Regulations promulgated thereunder by its terms and has been operated in accordance with such requirements. No amount has been or will be includible in the income of any current or former Service Provider or subject to penalties, in any case, under or by operation of Section 409A of the Code (or any similar state Legal Requirements).

(ii)The exercise price of all Company Options is at least equal to the fair market value of the Company Common Stock on the date such Company Options were granted or repriced (determined in accordance with Section 409A of the Code and the Treasury Regulations promulgated thereunder), and the Company has not incurred and will not incur (nor will Parent or the Surviving Corporation incur) any Liability or obligation to either withhold or report Taxes under Section 409A of the Code upon the vesting or cancellation of any Company Options. All Company Options are options to purchase Company Common Stock, which constitutes “service recipient stock” (as defined under Treasury Regulations Section 1.409A-1(b)(5)(iii)) with respect to the grantor and grantee thereof. All Company Options (including the exercise price or methodology for determining the exercise price and substantive terms thereof) have been appropriately authorized by the Board or an appropriate committee thereof as of the applicable date of grant and any required Company Stockholder approval by the necessary number of votes or written consents as of the applicable date of grant. No Company Options have been retroactively granted, or the exercise price of any such Company Option determined retroactively, in any case, in contravention of any applicable Legal Requirements.

(iii)There is no Contract, agreement, plan, or arrangement to which the Company is a party that requires the Company to pay a Tax gross-up or reimbursement payment to any Person, including with respect to any Tax-related payments under Section 409A of the Code or Section 280G of the Code.

(v)No share of Company Capital Stock is a “covered security” within the meaning of Section 6045(g) of the Code. No share of Company Capital Stock was issued in connection with the performance of services and subject to vesting for which a valid and timely election was not filed pursuant to Section 83(b) of the Code. Section 3.23(v) of the Disclosure Schedule lists all Persons who have made a Code Section 83(i) election with respect to any equity awards granted to such Person by the Company, including their names, the date of the election, the number of shares to which the election applies, and the value of such shares at the time of the election. Any notice required to have been provided by the Company pursuant to Section 83(i) of the Code was timely and properly provided. The Company has delivered or made available to Parent true, correct, and complete copies of all Section 83(b) election statements filed with respect to any share of Company Capital Stock issued by the Company to any of its Service Providers, including employees, independent contractors, and non-employee directors, that was initially subject to a vesting arrangement, together with evidence of timely filing of such election statements with the appropriate IRS service center.

1.24Insurance. Section 3.24 of the Disclosure Schedule contains a complete and accurate list of all policies or binders of fire, liability, title, worker’s compensation, errors and omissions, product liability, directors’ and officers’ liability, key man, and other forms of insurance (showing as to each policy or binder the carrier, policy number, deductibles, coverage limits, expiration dates, annual premiums, a general description of the type of coverage provided, and loss experience history by line of coverage) maintained by the Company and which is currently effective. True and correct copies of all such policies or binders have been delivered to Parent. All insurance coverage applicable to the Company or the Business is in full force and effect, insures the Company or the Business, as applicable, in reasonably sufficient amounts against all risks usually insured against by Persons operating similar businesses or properties of similar size in the localities where such businesses or properties are located, provides coverage as may be required by applicable Legal Requirements and by any and all Contracts to which the Company is a party, and has been issued by insurers of recognized responsibility. There is no breach or Default under any such coverage nor has there been any failure to give notice or present any claim under any such coverage in a due and timely fashion. There are no outstanding unpaid premiums with respect to any such insurance policies except in the ordinary course of business and no notice of cancellation or nonrenewal of any such coverage has been received. There are no provisions in such insurance policies for retroactive or retrospective premium adjustments. There are no outstanding performance bonds covering or issued for the benefit of the Company. There are no facts upon which an insurer might be justified in reducing coverage or increasing premiums on existing policies or binders. No insurer has advised the Company that it intends to reduce coverage, increase premiums, or fail to renew existing policy or binder.

1.25Top Customers and Vendors. Section 3.25 of the Disclosure Schedule sets forth a complete and accurate list of the names and addresses of the 20 largest customers measured by annualized revenue run rate for the 2023 calendar year calculated as of May 31, 2023 (the “Material Customers”) and 20 largest vendors measured by expense for the 12-month period ended May 31, 2023 (the “Material Vendors”) of the Company, showing the approximate amount of revenue and expenses, as applicable, with the Company from each such customer or vendor during such 12-month period ended December 31, 2022. Since the Balance Sheet Date, there has been no adverse change in the business relationship of the Company with any Material Customer or Material Vendor. The Company has not received any communication from any Material Customer or Material Vendor of any intention to terminate or materially reduce the business relationship with, or materially increase the prices of products or services provided to, the Company. The Company does not have any outstanding material disputes concerning its products or services with any customer or distributor, and, to the Knowledge of the Company, there is no material dissatisfaction on the part of any Material Customer. The Company has not received any notice from any Material Vendor that such vendor will not continue as a vendor to the Company after the Closing or that such vendor intends to terminate or materially modify existing contracts with the Company or reduce its commitments thereunder. The Company has access, on commercially reasonable terms, to all products and services reasonably necessary to carry on the Business, and, to the Knowledge of the Company, there is no reason why the Company will not continue to have such access on commercially reasonable terms following the Closing.

1.26Banking Relationships. Section 3.26 of the Disclosure Schedule sets forth a complete and accurate description of all arrangements that the Company or the Business has with any banks, savings and loan associations, or other financial institutions providing for checking accounts (or functional equivalents, including but not limited to stored value or prepaid accounts), safe deposit boxes, borrowing arrangements, letters of credit and certificates of deposit, or otherwise, indicating in each case account numbers, if applicable, and the person or persons authorized to act or sign on behalf of the Company in respect of any of the foregoing.

1.27Accounts Receivable

. The accounts receivable set forth on the Current Balance Sheet, and all accounts receivable arising since the Balance Sheet Date, represent bona fide claims of the Company or the Business against debtors for products provided or services performed or other charges arising on or before the date of this Agreement, and all products provided and services performed that gave rise to said accounts were delivered or performed in accordance with the applicable orders, Contracts, customer, or advertiser requirements. Such accounts receivable are subject to no defenses, counterclaims, or rights of setoff and are fully collectible in the ordinary course of business without cost in collection efforts therefor, except to the extent of the appropriate reserves for bad debts on accounts receivable as set forth on the Current Balance Sheet and, in the case of accounts receivable arising since the Balance Sheet Date, to the extent of a reasonable reserve rate for bad debts on accounts receivable that is not greater than the rate reflected by the reserve for bad debts on the Current Balance Sheet.

As of the Closing Date, the accounts receivables set forth on the Pre-Closing Statement will represent bona fide claims of the Company against debtors for products provided or services performed or other charges arising on or before the date of this Agreement, and products provided, or services performed that gave rise to said accounts were delivered or performed in accordance with the applicable orders, Contracts, customer, or advertiser requirements. Said accounts receivable will be subject to no defenses, counterclaims, or rights of setoff and are fully collectible in the ordinary course of business without cost in collection efforts therefor, except to the extent of the appropriate reserves for bad debts on accounts receivable as reflected on the Current Balance Sheet.

1.28Brokers

. Except as disclosed on Section 3.28 of the Disclosure Schedules, neither the Company, nor any of its stockholders, Representatives, or Affiliates, has employed or made any agreement with any broker, finder, investment banker, or other Person that will result in the obligation of the Company, Parent, or any of their respective Affiliates to pay any brokerage, finder’s, or similar fees or commissions in connection with the Transactions.

1.29Stockholder Notice. The information about the Company furnished by the Company in the Stockholder Notice or any other document mailed, delivered, or otherwise furnished to the Company Stockholders by the Company in connection with the solicitation of their consent to this Agreement and the Merger and their executed Joinder Agreements will not contain any untrue statement of a material fact and will not omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

1.30No Other Agreements. Neither the Company nor any of its stockholders, Representatives, or Affiliates, has any commitment or legal obligation, absolute or contingent, to any other Person or firm other than Parent to sell, assign, transfer, or effect a sale of any of the assets of the Company, to sell or effect a sale of any equity interest in the Company, to effect any merger, consolidation, liquidation, dissolution, or other reorganization of the Company, or to enter into any agreement or cause the entering into of any agreement with respect to any of the foregoing. The Company is not currently engaged in discussions or negotiations with any party other than Parent with respect to any of the foregoing.

1.31No Other Representations and Warranties.

(a)Except for the representations and warranties contained in this Agreement and any Ancillary Agreements (including the Disclosure Schedules), none of the Company, or any other Person has made or makes any other express or implied representation or warranty, either written or oral, on behalf of the Company, including any representation or warranty as to the accuracy or completeness of any information regarding the Company furnished or made available to Parent, Merger Sub, or their Representatives and any information, documents, management presentations or materials made available to Parent or Merger Sub in the “Project Tagger” electronic data room hosted on Datasite or in any other form in expectation of the Transactions or as to the future revenue, profitability, or success of the Company.

(b)The Company acknowledges that (i) none of Parent or Merger Sub, nor any other Person on behalf of Parent or Merger Sub, have made any representation or warranty, expressed or implied, as to Parent or Merger Sub, or the accuracy or completeness of any information regarding Parent or Merger Sub furnished or made available to the Company, the Company Securityholders or their Representatives, or any other matter related to the Transactions, other than those representations and warranties expressly set forth in this Agreement, (ii) in determining to enter into this Agreement, the Company has not relied on any representation or warranty from Parent or Merger Sub or any other Person on behalf of Parent or Merger Sub, or upon the accuracy or completeness of any information regarding Parent or Merger Sub furnished or made available to the Company, the Company Securityholders, or their Representatives, other than those representations and warranties expressly set forth in this Agreement, and (iii) none of Parent or Merger Sub or any other Person acting on behalf of Parent or Merger Sub shall have any liability to the Company, the Company Securityholders or any other Person with respect to any projections, forecasts, estimates, plans, or budgets of future revenue, expenses, or expenditures, future

results of operations, future cash flows, or the future financial condition of Parent, Merger Sub, or the Surviving Corporation or the future business, operations, or affairs of Parent, Merger Sub, or the Surviving Corporation, except as expressly set forth in this Agreement.

Article IV.
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB

Except as disclosed in the Parent SEC Documents filed and publicly available prior to the date of this Agreement (excluding any disclosures in any risk factors section that do not constitute statements of fact, disclosures in any forward-looking statements disclaimer and other disclosures that are generally cautionary, predictive or forward-looking in nature), each of Parent and Merger Sub hereby represents and warrants as of the date of this Agreement and as of the Closing Date (except to the extent any such representation or warranty expressly relates to a different date (in which case as of such date)) to the Company as follows:

1.1Due Organization. Each of Parent and Merger Sub is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation or organization and has full corporate power and authority to conduct its business as it is presently being conducted and to own and use its properties and assets as presently owned and used.

1.2Authorization. Each of Parent and Merger Sub has all requisite corporate power and authority, and has taken or will take prior to Closing all corporate action necessary, to execute and deliver this Agreement and each Ancillary Agreement to which it is a party, to consummate the Transactions, and to perform its obligations hereunder and thereunder. This Agreement and each Ancillary Agreement to which Parent or Merger Sub, as applicable, is a party constitutes the legal, valid, and binding obligation of such party, enforceable against it in accordance with their terms, except as such enforceability may be limited by the Enforceability Exceptions.

1.3Consents and Approval; No Conflict.

(a)Except as required under the DGCL, no notice, declaration, filing, or registration with, or authorization, consent, or approval of, or Governmental Authorization from, any Governmental Body or any other Person is required to be made or obtained by Parent or Merger Sub in connection with the execution, delivery, or performance of this Agreement and the Ancillary Agreements to which Parent or Merger Sub is a party and the consummation of the Transactions by Parent and Merger Sub.

(b)Neither the execution, delivery, or performance of this Agreement or the Ancillary Agreements, nor the consummation of the Transactions, nor compliance by Parent and Merger Sub with any of the provisions of this Agreement or the Ancillary Agreements, will (i) violate or conflict with any provision of the Organizational Documents of Parent or Merger Sub; (ii) violate, conflict with, or result in or constitute a breach or Default under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Encumbrance upon any of Parent’s or Merger Sub’s assets under, any of the terms, conditions, or provisions of any contract, indebtedness, note, bond, indenture, security or pledge agreement, commitment, license, lease, franchise, permit, agreement, authorization, concession, or other instrument or obligation to which Parent or Merger Sub is a party, except for any violation, conflict, breach, Default, termination, acceleration, or creation of Encumbrance that would not prevent or materially delay the ability of Parent or Merger Sub to consummate the Transactions; or (iii) violate any Legal Requirement or Court Order.

1.4Legal Proceedings. There is no Legal Proceeding pending against and, to the knowledge of Parent, no Person has threatened to commence any Legal Proceeding against Parent or Merger Sub that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, the Transactions.

1.5No Prior Activities of Merger Sub. Except for obligations incurred in connection with its incorporation or organization or the negotiation and consummation of this Agreement and the Transactions, Merger Sub has not incurred any obligation or liability nor engaged in any business or activity of any type or kind whatsoever or entered into any agreement or arrangement with any Person.

1.6Independent Investigation.

(a)Each of Parent and Merger Sub has conducted its own independent investigation, review, and analysis of the business, results of operations, prospects, condition (financial or otherwise), or assets of the Company, and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books, and records, and other documents and data of the Company for such purpose.

(b)Each of Parent and Merger Sub acknowledges that (i) none of the Company, nor any other Person on behalf of the Company, have made any representation or warranty, expressed or implied, as to the Company, or the accuracy or completeness of any information regarding the Company furnished or made available to Parent, Merger Sub, or their Representatives, or any other matter related to the Transactions, other than those representations and warranties expressly set forth in this Agreement, (ii) in determining to enter into this Agreement, neither Parent nor Merger Sub have relied on any representation or warranty from the Company or any other Person on behalf of the Company, or upon the accuracy or completeness of any information regarding the Company furnished or made available to Parent, Merger Sub, or their Representatives, other than those representations and warranties expressly set forth in this Agreement, and (iii) none of the Company or any other Person acting on behalf of the Company shall have any liability to Parent or Merger Sub or any other Person with respect to any projections, forecasts, estimates, plans, or budgets of future revenue, expenses, or expenditures, future results of operations, future cash flows, or the future financial condition of the Company or the future business, operations, or affairs of the Company, except as expressly set forth in this Agreement.

1.7No Other Representations and Warranties. Except for the representations and warranties contained in this Agreement, none of Parent, Merger Sub, or any other Person has made or makes any other express or implied representation or warranty, either written or oral, on behalf of Parent or Merger Sub, including any representation or warranty as to the accuracy or completeness of any information regarding Parent or Merger Sub furnished or made available to the Company, the Company Securityholders, or their respective Representatives and any information, documents, management presentations or materials made available to the Company, the Company Securityholders, or their respective Representatives in expectation of the Transactions or as to the future revenue, profitability, or success of Parent, Merger Sub or the Surviving Corporation.

Article V.
COVENANTS

The Company, the Company Equityholders (by virtue of the execution and delivery of the Joinder Agreements, Transmittal Letters, Award Treatment Agreements as applicable), Parent, and Merger Sub each covenant and agree as follows:

1.1Further Assurances.

(a)Upon the terms and subject to the conditions contained in this Agreement, the parties hereto agree, both before and after the Closing, (i) to use commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, or advisable to consummate and make effective the Transactions, (ii) to execute any documents, instruments, or conveyances of any kind that may be necessary or reasonably advisable to carry out the Transactions, and (iii) to cooperate with each other in connection with the foregoing.

(b)Without limiting the foregoing, the parties hereto agree to use their respective commercially reasonable efforts to (i) obtain all necessary Permits as are required to be obtained under any Legal Requirements and Regulations as are required thereunder in connection with the Merger; (ii) defend all Legal Proceedings challenging this Agreement or the consummation of the Transactions; (iii) lift or rescind any injunction or restraining order or other Court Order adversely affecting the ability of the parties to consummate the Transactions; (iv) give all notices to, and make all registrations and filings with, third parties, including submissions of information requested by any Governmental Body; and (v) fulfill all conditions to this Agreement. The Company will provide Parent a reasonable opportunity to review, comment on, and approve any waivers, consents, approvals, notices, orders, registrations, and filings to be made, given, or used by the Company and will promptly deliver to Parent a copy of each such registration or filing made, each such notice given, and each such waiver, consent, approval, or order obtained by the Company before the Closing Date.

1.2No Solicitation of Other Proposals.

(a)From the date of this Agreement through the Closing or the earlier termination of this Agreement in accordance with Article VIII, the Company will not, and will not authorize or permit any of its or their Representatives to, directly or indirectly, (i) solicit, willingly encourage others to solicit, or willingly encourage, facilitate or accept any discussions, proposals or offers that constitute, or could reasonably be expected to lead to, an Acquisition Proposal, (ii) enter into, participate in, maintain or continue any communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to any Person any non-public information with respect to, or take any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, (iii) agree to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, (iv) enter into any letter of intent or any other Contract contemplating or otherwise relating to any Acquisition Proposal, or (v) submit any Acquisition Proposal to the vote of any stockholders of the Company. The Company will, and will cause its Representatives to, (A) immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons conducted prior to or on the date of this Agreement with respect to any Acquisition Proposal and (B) immediately revoke or withdraw access of any Person (other than Parent and its Representatives) to any data room (virtual or actual) containing any non-public information with respect to the Company in connection with an Acquisition Proposal and request from each Person (other than Parent and its Representatives) the prompt return or destruction of all non-public information with respect to the Company previously provided to such Person in connection with an Acquisition Proposal. If any of the Company’s Representatives, whether in his, her or its capacity as such or in any other capacity, takes any action that the Company is obligated pursuant to this Section 5.2 not to authorize or permit such Representative to take, then the Company shall be deemed for all purposes of this Agreement to have breached this Section 5.2.

(b)From the date of this Agreement through the Closing or the earlier termination of this Agreement in accordance with Article VIII, the Company shall immediately (but in any event, within 24 hours) notify Parent in writing after receipt by the Company (or, to the Knowledge of the Company, by any of its Representatives), of (i) any Acquisition Proposal, (ii) any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (iii) any other notice that any Person is considering making an Acquisition Proposal or (iv) any request for non-public information relating to the Company or for access to any of the properties, books or records of the Company by any Person or Persons other than Parent and its Representatives reasonably expected to be in connection with a potential Acquisition Proposal. Such notice shall describe the material terms and conditions of such Acquisition Proposal. The Company shall keep Parent fully informed of the status and details of, and any modification to, any such inquiry, expression of interest, proposal or offer and any correspondence or communications related thereto. The Company shall provide Parent with 48 hours prior notice (or such lesser prior notice as is provided to the members of the Board) of any meeting of the Board at which the Board is reasonably expected to discuss any Acquisition Proposal.

1.3Notification of Certain Matters. From the date of this Agreement through the Closing or the earlier termination of this Agreement in accordance with Article VIII, Parent, on the one hand, and the Company, on the other hand, will use their respective commercially reasonable efforts to promptly notify each other of (a) the occurrence, or failure to occur, of any event which occurrence or failure would be likely to cause the failure of any condition set forth in Article VI, or (b) any failure of the Company to comply with or satisfy any covenant, condition, or agreement to be complied with or satisfied by such Person under this Agreement or any exhibit or schedule to this Agreement; provided, however, that such disclosure will not be deemed to cure any breach of a representation, warranty, covenant, or agreement or to satisfy any condition.

1.4Investigation by Parent. From the date of this Agreement through the Closing or the earlier termination of this Agreement in accordance with Article VIII, the Company will, and will cause its officers, directors, employees, and agents to, afford the Representatives of Parent and its Affiliates reasonable access (on prior notice and during business hours) to the Company and the Business for the purpose of inspecting the same, and to the officers, management-level employees, agents, attorneys, accountants, properties, Company Employee Plans, Books and Records, and Contracts of the Company, and will furnish Parent and its Representatives all financial, operating, legal, and other data and information as Parent or its Affiliates, through their respective Representatives, may reasonably request, including an unaudited balance sheet and the related statements of income, retained earnings, and cash flow of the Business for each month from the date of this Agreement through the Closing Date (to be furnished within ten calendar days after the end of each month), in each case which shall be delivered pursuant to Section 3.12(a).

1.5Conduct of Business. From the date of this Agreement through the Closing or the earlier termination of this Agreement in accordance with Article VIII, the Company will conduct the Business in the ordinary course of business and will not take any action inconsistent with this Agreement or the consummation of the Closing and will use commercially reasonable efforts to: (i) pay or perform all obligations when due and preserve intact the Business; (ii) keep available the services of the present directors, officers, consultants, and employees of the Company; (iii) preserve the assets and Intellectual Property Rights and Technology of the Company (including preserving the confidentiality of any Confidential Information of the Company); and (iv) maintain in effect the Contracts and preserve the relationships of the Company’s contractors, suppliers, sales agents, customers, vendors, licensors, licensees, subscribers, registered users, advertisers, Affiliates, and others having business dealings with it, all with the goal of preserving unimpaired goodwill, the Business and the Company. Without limiting the generality of the foregoing, from the date of this Agreement through the Closing or the earlier termination of this Agreement in accordance with Article VIII, the Company will not, except as specifically contemplated by this Agreement or as consented to by Parent in writing:

(a)change the Company’s authorized or issued capital stock or other equity interests; issue, or commit to issue, any shares of capital stock or other equity interest or any security convertible into or exchangeable for any shares of capital stock or other equity interest (except pursuant to any exercise of currently outstanding Company Options or Company SARs or the vesting of currently outstanding Company RSAs); grant any registration rights; purchase, redeem, retire, or otherwise acquire any shares of any such capital stock or other equity interests; or declare or pay any dividend or other distribution or payment in respect of shares of capital stock or other equity interests;

(b)amend any Organizational Document of the Company;

(c)adopt or change any Tax or other accounting method, principle, or practice or change any annual Tax accounting period; make or change any Tax election; settle or compromise any claim, notice, audit, or assessment in respect of Taxes; file any income or other material Tax Return except in accordance with Section 5.6(a)(i); file any amended Tax Return; make a request for a Tax ruling, enter into or make a request to enter into any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement, or “closing agreement” within the meaning of Section 7121 of the Code (or any corresponding or similar provision of state, local, or non-U.S. Legal Requirements), voluntary disclosure agreement, or similar agreement (including with a Governmental Body) relating to any Tax; apply for any Tax refund in respect of any Tax credit claim, or surrender any right to claim a Tax refund; settle or compromise any unresolved or ongoing Tax dispute or Tax audit; consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; or take any other action (or fail to take any action) that could have the effect of materially increasing the present or future Tax liability or materially decreasing any present or future Tax asset of Parent and its Affiliates (including the Company) after the Closing;

(d)revalue any assets of the Company, or relating to the Business, including writing off notes or accounts receivable;

(e)cancel any Indebtedness or waive or release any material right or claim of the Company or relating to the Business;

(f)enter or amend the terms of into any employment agreement, consulting agreement, independent contractor agreement, or enter into or amend the terms of any Contract or agreement providing for severance, change of control, bonus, or other similar payment to any Service Provider or other Person;

(g)(i) hire, engage, or terminate any Service Provider, (ii) pay, announce, promise, or grant, whether orally or in writing, increase, or establish (each, as applicable) any form of compensation or benefits payable by the Company, including any grant of any compensatory equity or equity-linked award or increase or change under any Company Employee Plan (except as required under the terms of a Company Employee Plan in effect as of the date hereof or by any Regulation), (iii) accelerate or fund the vesting or payment of any compensation or benefits under any Company Employee Plan, (iv) enter into, adopt, amend, or terminate any Company Employee Plan or (v) otherwise alter the terms and conditions of employment or contract engagement for any current Service Provider;

(h)recognize, or enter into, any contract or other agreement with any labor organization, except as otherwise required by law and after advance notice to Parent;

(i)(i) amend, cancel, or terminate any Material Contract or (ii) enter into any Contract that would constitute a Material Contract if it had been entered into prior to the date hereof;

(j)mortgage, pledge, or otherwise encumber any assets of the Company or relating to the Business;

(k)sell, assign, or transfer any assets of the Company or relating to the Business, other than immaterial non-exclusive licenses and disposition of obsolete assets, in each case, in the ordinary course of business;

(l)dispose, sell, transfer, assign, encumber, pledge, license (other than non-exclusive immaterial licenses granted in the ordinary course of business), abandon, dedicate to the public, fail to maintain, or allow to lapse, in whole or in part, any Company Owned IP;

(m)transfer the registration of any Company Registered IP or fail to timely renew the registration of any Company Registered IP;

(n)fail to maintain or protect the confidentiality of any trade secret related to the Business, Company Source Code, data, or other information related to the Company or Business other than in a commercially reasonable manner and consistent with the Company’s past practice;

(o)issue, acquire, or incur Indebtedness (whether or not convertible into equity) for borrowed money, commit to borrow money, or make or agree to make loans or guarantee Indebtedness;

(p)incur Liabilities of the Company, except Liabilities incurred in the ordinary course of business, or increase or change any assumptions underlying or methods of calculating any doubtful account contingency or other reserves of the Company;

(q)pay, discharge, or satisfy any Liabilities of the Company other than in the ordinary course of business;

(r)make capital expenditures relating to the Company or the Business, execute any Lease to which the Company is a party, or incur any obligations to make any capital expenditures or execute any Lease;

(s)form any Subsidiary or acquire any equity interest or other interest in any other Entity;

(t)commence or settle any Legal Proceeding;

(u)fail to pay or satisfy when due any material Liability of the Company, or related to the Business; or

(v)agree, whether orally or in writing, to do any of the things described in Section 5.5(a) through Section 5.5(u) other than as expressly provided for in this Agreement.

1.6Tax Matters.

(a)Tax Returns.

(i)The Company will prepare, or cause to be prepared, and timely file, or cause to be timely filed, all Tax Returns of the Company that are required to be filed (taking into account any extension properly obtained) on or before the Closing Date (each, a “Company Prepared Return”), and will timely pay, or cause to be timely paid, all Taxes of the Company required to be paid on or before the Closing Date. All Company Prepared Returns will be prepared by treating items on such Tax Returns in a manner consistent with the most recent past practices of the Company with respect to such items, except to the extent otherwise required by applicable Legal Requirements. The Company will submit a true, correct, and complete copy of each Company Prepared Return to Parent for review and approval (which approval will not be unreasonably withheld, conditioned, or delayed) at least 20 days before filing such Tax Return, and will make such revisions to such Tax Return as are reasonably requested by Parent.

(ii)Parent will, at the expense of the Company Equityholders, prepare, or cause to be prepared, and file, or cause to be filed, all Tax Returns of the Company for any Pre-Closing Tax Period that are required to be filed after the Closing Date (each, a “Parent Prepared Return”), including, for the avoidance of doubt, Tax Returns of the Company for any Straddle Period. All such Parent Prepared Returns with an initial due date for filing after the Closing Date that are not for a Straddle Period shall be prepared in a manner consistent with the most recent past practices of the Company with respect to such items, except to the extent otherwise required by applicable Legal Requirements. In the event that any Parent Prepared Return shows a material amount of Pre-Closing Taxes that are subject to indemnification by the Company Indemnifying Parties pursuant to this Agreement, Parent shall provide the Securityholder Representative a draft of each such Parent Prepared Return at least twenty days prior to its filing deadline including any extensions thereof (in the case of any income Tax Return) and a reasonable period of time (but in no event less than five days) prior to filing (in the case of any non-income Tax Return), and shall, in good faith, consider any comments submitted by the Securityholder Representative to each such Parent Prepared Return reasonably prior to its submission.

(b)Straddle Period. To the extent permitted by applicable Legal Requirements, the Company will elect to treat all applicable taxable periods as ending on the Closing Date; provided that, if the Company is required to file a Tax Return for a Straddle Period, the portion of any Taxes that are payable for such Straddle Period and relate or are attributable or allocable to the Pre-Closing Tax Period will (i) in the case of property Taxes and similar ad valorem Taxes (in each case, other than Transfer Taxes), be deemed to be the amount of such Taxes for the entire Straddle Period multiplied by a fraction the numerator of which is the number of days in the Straddle Period ending on the Closing Date and the denominator of which is the number of days in the entire Straddle Period and (ii) in the case of all other Taxes (other than Transfer Taxes), be deemed equal to the amount which would be payable as computed on a closing of the books basis as if the relevant taxable period ended as of the close of business on the Closing Date. The allocation of Transfer Taxes shall be exclusively governed by Section 5.6(e).

(c)Tax Contests. The Securityholder Representative and Parent will give prompt notice to each other of any Tax Contest for any Pre-Closing Tax Period. Parent will have the right (but not the obligation) to have sole control of the conduct of all Tax Contests (other than a Pre-Closing Passthrough Tax Contest), including any settlement or compromise thereof; provided, however, that, failure of Parent to promptly notify the Securityholder Representative will not reduce the Company Indemnifying Parties’ indemnity obligation hereunder except to the extent the Securityholder Representative’s ability to defend against such matter is actually and materially prejudiced thereby. To the extent any such Tax Contests are for a Pre-Closing Tax Period and would reasonably be expected to give rise to a claim of indemnification pursuant to this Agreement, Parent will keep the Securityholder Representative reasonably informed of all material developments in such Tax Contests and will consider in good faith any reasonable comments the Securityholder Representative has with respect to such Tax Contests. With respect to any portion of a Tax Contest of the Company or any Company Predecessor for any Pre-Closing Tax Period that is subject to the Partnership Tax Audit Rules (a “Pre-Closing Passthrough Tax Contest”), the Securityholder Representative shall have the right to control such Pre-Closing Passthrough Tax Contest, including any settlement or compromise thereof; provided, however, that (i) the Securityholder Representative will keep Parent reasonably informed of all material developments in such Pre-Closing Passthrough Tax Contest and will consider in good faith any reasonable comments Parent has with respect to such Pre-Closing Passthrough Tax Contest, and (ii) the Securityholder Representative shall not agree to settle, compromise or abandon such Pre-Closing Passthrough Tax Contest without Parent’s consent (which will not be unreasonably withheld or conditioned). Unless Parent and the Securityholder Representative agree that the Tax Contest will be resolved without continuing liability to the Company, the parties acknowledge and agree that with respect to any Pre-Closing Passthrough Tax Contest, Parent shall be entitled to require the Company or such Company Predecessor, as applicable, to make a timely election under Section 6226(a) of the Code (and any similar applicable provision of state or local Tax Legal Requirements) with respect to the alternative to payment of imputed underpayment, and the Securityholder Representative and the Company Equityholders shall cooperate in connection with the foregoing (including furnishing any required statements and executing any required forms or other documents), such that any income Tax liability resulting from the Tax Contest shall be payable by the direct or indirect members of the Company or Company Predecessor, as applicable, for the relevant Pre-Closing Tax Period at issue and not by the Company or Company Predecessor itself. In the event of any conflict or overlap between the provisions of this Section 5.6(c) and Section 7.3 with respect to Tax Contests, the provisions of this Section 5.6(c) will control. For the avoidance of doubt, any claim for indemnification in respect of such Tax Contest will be governed by Article VII.

(d)Cooperation. Parent and the Company, on the one hand, and the Securityholder Representative and the Company Equityholders, on the other hand, agree to furnish, or cause to be furnished, to the other party, upon reasonable request, as promptly as reasonably practicable, such information and assistance relating to Taxes, including providing access to Books and Records, making employees available on a mutually convenient basis, and allowing the other party to take possession of any Books and Records that would otherwise be destroyed or discarded, as is reasonably relevant to the filing of all Tax Returns of or relating to the Company (including the determination of any limitations on the Company’s net operating loss carryforwards and other Tax attributes) and the preparation for the prosecution or defense of any Tax Contest. Notwithstanding the foregoing or anything to the contrary in this Agreement or the Ancillary Agreements, in no event shall the Securityholder Representative or any Company Equityholder be entitled to review or otherwise have access to any Tax Return, or information related thereto, of Parent or its Affiliates (including any affiliated, consolidated, combined or unitary group Tax Return of Parent), other than Tax Returns of the Company that pertain solely to a taxable period ending on or prior to the Closing Date.

(e)Transfer Taxes. All Transfer Taxes will be borne by the Company Equityholders. The Person(s) required to do so under applicable law will timely file, or cause to be timely filed, all Tax Returns required to be filed with respect to Transfer Taxes and provide Parent with evidence satisfactory to Parent that all Transfer Taxes have been timely paid by the Company Equityholders; provided that, if Parent is required by applicable Legal Requirements to file any such Tax Returns, the Company Equityholders will pay the amount of any Taxes shown on such Tax Returns to Parent at least five Business Days before the filing deadline applicable to such Tax Returns; provided that Parent will have the right in its sole discretion to recover such Taxes wholly or partially from the Indemnity Escrow Account instead.

(f)Tax Sharing Agreements. All Tax sharing agreements or similar agreements between the Company, on the one hand, and any of the Company’s Affiliates, on the other hand, will be terminated before the Closing Date, and, after the Closing Date, the Company will not be bound thereby or have any liability thereunder.

(g)Tax Consequences. Notwithstanding any statement or inference to the contrary in any provision of this Agreement or any other agreement, except for representations and warranties made to Parent or Merger Sub pursuant to this Agreement, no party shall be considered to have made any representations or warranties regarding the Tax treatment of the Transactions, or any of the Tax consequences to the Company or any Company Securityholder of this Agreement, or any other aspect of the Transactions. The Company acknowledges that the Company and the Company Securityholders are relying solely on their own Tax advisors in connection with this Agreement and the Transactions.

1.7Employment Matters.

(a)Nothing in this Agreement will, or will be construed so as to, (i) prevent or restrict in any way the right of Parent to terminate, reassign, promote, or demote any Service Provider of the Company (or to cause any of the foregoing actions) at any time, or to change (or cause the change of) the title, powers, duties, responsibilities, functions, locations, salaries, other compensation, or terms or conditions of employment or service of any such Service Provider; (ii) create any third-party rights in any such current or former Service Provider of the Company (or any beneficiaries or dependents thereof); (iii) constitute an amendment or modification of any Plan; or (iv) obligate Parent or any of its Affiliates to adopt or maintain any Plan or other compensatory or benefits arrangement at any time or prevent Parent or any of its Affiliates from modifying or terminating any Plan or any other compensatory or benefits arrangement at any time.

(b)If any Person who is a “disqualified individual” (within the meaning of Section 280G of the Code and the Treasury Regulations promulgated thereunder) with respect to the Company may receive any payment(s) or benefit(s) that could constitute parachute payments under Section 280G of the Code in connection with the Transactions (determined without regard to Section 280G(b)(4) of the Code), then: (i) promptly following the execution of this Agreement, the Company will obtain and deliver to Parent a Parachute Payment Waiver from each such “disqualified individual”; and (ii) promptly following the delivery of the Parachute Payment Waivers (if any) to Parent, the Company will, in a manner meeting the requirements of the exemption provided under Treasury Regulations Section 1.280G-1 Q/A 6(a)(2) and Treasury Regulations Section 1.280G-1 Q/A-7, provide the Company Stockholders with adequate disclosure of, and submit to the Company Stockholders for their approval (such process, a “Stockholder Vote”), any payments or benefits that would, absent such waivers, disclosure, and approval by the Company Stockholders, separately or in the aggregate, constitute “parachute payments” within the meaning of Section 280G(b)(2) of the Code (“Section 280G Payments”), such that, if approved by the requisite majority of the Company Stockholders, such payments or benefits will not be deemed to be “parachute payments” under Section 280G of the Code. Parent will have the right to review and approve in advance the form of Parachute Payment Waiver, any communications and disclosure to or consent of the Company Stockholders relating to any Section 280G Payments, and the calculations related to the foregoing, which approval will not be unreasonably withheld. Before the Effective Time, the Company will deliver to Parent evidence reasonably satisfactory to Parent that a Stockholder Vote was solicited in conformance with Treasury Regulations Section 1.280G-1 Q/A-6(a)(2) and Treasury Regulations Section 1.280G-1 Q/A-7, and that either (x) the requisite stockholder approval required under Treasury Regulations Section 1.280G-1 Q/A-7 was obtained with respect to any Section 280G Payment(s) (the “280G Approval”), or (y) the 280G Approval was not obtained with respect to any Section 280G Payment(s) and as a consequence, in accordance with the Parachute Payment Waivers, a portion of the Section 280G Payment(s) with respect to which the 280G Approval was not obtained equal to the smallest portion of such Section 280G Payment necessary to avoid the characterization of any payments or benefits paid to the applicable Person as “parachute payments” (within the meaning of Code Section 280G) will not be made or provided.

(c)The Company will take or cause to be taken all actions necessary to terminate any and all Company Employee Plans intended to qualify as qualified cash or deferred arrangements under Section 401(k) of the Code, effective no later than the day immediately before the Closing Date. If termination of the Company Employee Plans will reasonably be anticipated to trigger liquidation charges, surrender charges, or other fees, the Company will take such actions as are necessary to reasonably estimate the amount of such charges or fees and provide such estimate in writing to Parent.

1.8Stockholder Approval; Stockholder Notice.

(a)Promptly following (and in any event within one hour following) the execution and delivery of this Agreement, the Company will deliver to Parent the certified Written Consent of the Initial Consenting Stockholders, evidencing the adoption and approval of this Agreement, the Ancillary Agreements to which the Company is a party, the Merger and the other Transactions by written consent in accordance with the DGCL and the Company’s Organizational Documents.

(b)The Company will promptly (and in any event within five Business Days after the date of this Agreement) deliver to any Company Stockholder who has not executed the Written Consent a notice that complies with Sections 228(e) and 262 of the DGCL and notifies such Company Stockholders of the adoption and approval of this Agreement, the Ancillary Agreements to which the Company is a party, the Merger and the other Transactions by written consent of the Requisite Stockholders, which notice will also constitute the notice required by applicable Regulation that appraisal or similar rights may be available to the Company Stockholders who did not execute the Written Consent, under certain circumstances, which notice shall solicit execution of Joinder Agreements by Company Stockholders who are not Initial Consenting Stockholders (the “Stockholder Notice”). The Stockholder Notice will be subject to review and approval by Parent and will include information regarding the Company, the terms of the Merger, and this Agreement, and any other information required by applicable Legal Requirements.

1.9Publicity; Confidentiality.

(a)The Company will not, and will cause its Representatives and the Company Securityholders not to, and the Securityholder Representative will not, and will cause its Representatives not to, issue any press releases or make any public announcement with respect to this Agreement or any Ancillary Agreement or the Transactions without the prior written consent of Parent, except as required under applicable Legal Requirements. Notwithstanding anything herein to the contrary, the parties acknowledge and agree that any Company Securityholder that is an investment fund (and its respective Affiliates) may (i) note the existence of the Transactions on its public website, (ii) provide information about the subject matter of this Agreement and the Transactions in connection with its fund raising, marketing, informational or reporting activities (including disclosures with respect to investment multiples, returns on investment, rates of return and other customary financial performance), and (iii) issue a press release, in each case only after Parent has issued a public press release to announce the Merger and provided that any disclosure by such Company Securityholder or its Affiliate does not contain any Confidential Information or details about the Transactions that were not included in Parent’s public press release.

(b)The Company will, and will cause its Representatives and the Company Securityholders to, and the Securityholder Representative will, and will cause its Representatives to, keep this Agreement and the Transactions strictly confidential, and the Company will not, and will cause its Representatives and the Company Securityholders not to, and the Securityholder Representative will not, and will cause its Representatives not to, make any disclosure of or relating to this Agreement or any Ancillary Agreement, or the terms and conditions contained in this Agreement or therein, to any Person without the prior written consent of Parent, except as may be required under applicable Legal Requirement; provided that in the event the Company, the Securityholder Representative, any of their respective Representatives or any Company Securityholder becomes legally compelled to make any such disclosure, then such Person shall, to the extent legally permissible, provide Parent with prompt written notice of such requirement so that Parent may seek a protective order or other appropriate remedy; provided, further, that if such protective order or other appropriate remedy is not obtained, such Person shall disclose only that portion of the information that it is advised by counsel is required by Legal Requirement to be disclosed and such Person shall use commercially reasonable efforts to preserve the confidentiality of such information; provided, further, that the Company may disclose this Agreement and applicable Ancillary Agreements to Company Securityholders who are subject to confidentiality restrictions for the benefit of Parent that are comparable to those set forth in this Section 5.9 for the purpose of obtaining such Company Securityholders’ consent to the Transactions (including for the purpose of any such Company Securityholder executing a Joinder Agreement, Award Treatment Agreement or other applicable Ancillary Agreements contemplated by this Agreement). The Securityholder Representative shall hold in confidence all documents and information furnished to it in connection with the Transaction. Notwithstanding anything herein to the contrary, following the Closing, the Securityholder Representative shall be permitted to: (i) after the issuance of a public press release to announce the Merger by Parent, announce that it has been engaged to serve as the Securityholder Representative in connection herewith as long as such announcement does not disclose any of the other terms hereof; and (ii) disclose information as may be required under applicable Legal Requirement or to advisors and representatives of the Securityholder Representative and to the Company Securityholders, in each case who have a need to know such information, provided that such persons are subject to confidentiality obligations with respect thereto.

(c)The parties hereto acknowledge that the NDA shall continue to be in full force and effect in accordance with its terms; provided that Parent and its Affiliates shall not be subject to the terms of the NDA following the Closing. The Securityholder Representative hereby agrees, in addition to its obligations in Section 5.9(b) above, to also keep any materials, documents, and information related to the Agreement and the Transactions (including any materials, documents, and information related to the Company), strictly confidential.

1.10Termination of Certain Agreements. Before the Effective Time, the Company will take all actions necessary to terminate as of or prior to the Effective Time, and will cause to be terminated as of or prior to the Effective Time, the Contracts listed on Schedule 5.10 (collectively, the “Terminated Agreements”), in each case without any further Liability to the Company or the Surviving Corporation.

1.11Payoff Letters; Prepayment Notices; Invoices. Before the Effective Time, the Company will (a) deliver to Parent duly executed copies of customary payoff letters that include customary lien releases, terminations of control arrangements and authorizations to file UCC or similar termination statements (to the extent applicable) (the “Payoff Letters”), in form and substance reasonably satisfactory to Parent, in connection with the repayment, discharge and termination of the Indebtedness listed on Schedule 5.11 outstanding as of immediately before the Effective Time and (b) make arrangements for the delivery of any possessory collateral to Parent substantially concurrently with the Closing, subject to the receipt of the applicable payoff amounts. Prior to the Closing, the Company shall have (i) delivered any prepayment notices necessary to permit the Company to prepay, substantially concurrently with the Closing, the Indebtedness listed on Schedule 5.11 and (ii) shall have obtained and delivered to Parent invoices evidencing the non-compensatory Estimated Closing Transaction Expenses (the “Invoices”).

1.12Indemnification of Directors and Officers.

(a)From and after the Effective Time, and until the sixth anniversary of the Effective Time, Parent shall cause the Surviving Corporation to fulfill and honor in all respects the obligations of the Company to Persons who on or prior to the Effective Time are or were directors and/or officers of the Company (the “D&O Indemnified Parties”) pursuant to any indemnification provisions under the Organizational Documents of the Company and pursuant to any indemnification agreements between the Company and such D&O Indemnified Parties that are listed on Schedule 5.12(a) (the “D&O Indemnifiable Matters”); provided, however, that (i) the foregoing obligations shall be subject to any limitation imposed by applicable Legal Requirements, and (ii) no D&O Indemnified Party shall have any right of contribution, indemnification or right of advancement from Parent, Surviving Corporation, or their respective successors with respect to any Damages claimed by any of the Indemnified Parties against such D&O Indemnified Party in his or her capacity as a Company Equityholder pursuant to this Agreement.

(b)Prior to the Closing, the Company shall purchase and fully pay (and such purchase price shall be included in Company Transaction Expenses) for (i) an extended reporting period endorsement under the Company’s existing directors’ and officers’ liability insurance coverage in a form reasonably acceptable to Parent that shall provide the D&O Indemnified Parties with coverage for six years following the Effective Time of not less than the existing coverage and have other terms not materially less favorable to the insured persons than the Company’s directors’ and officers’ liability insurance coverage presently maintained by the Company (the “D&O Tail Policy”); and (ii) an extended reporting period endorsement under the Company’s existing cyber security insurance policy (the “Cyber Tail Policy” and together with the D&O Tail Policy, the “Tail Policies”) in a form acceptable to Parent, which shall provide coverage for three years following the Effective Time and shall have a scope substantially similar to the existing coverage under, and have other terms not materially less favorable to the insured persons than the terms of, the cyber security insurance coverage currently maintained by the Company. Parent shall not, and shall cause the Surviving Corporation not to, take any action to eliminate such Tail Policies. The cost of the Tail Policies shall be considered a Company Transaction Expense for purposes of this Agreement. At or prior to the Closing, the Company shall provide a copy of the Tail Policies to Parent, along with written confirmation from the insurance provider that the Tail Policies will be bound at Closing.

1.13Waiver of Conflicts Regarding Representation; Attorney Client Communications.

(a)Each of the parties acknowledges and agrees, on its own behalf and on behalf of its Representatives and Affiliates, that the Company is the client of Husch Blackwell LLP (“Husch Blackwell”). After the Closing, it is possible that Husch Blackwell will represent the Company Securityholders, the Securityholder Representative, or their respective Representatives and Affiliates (individually and collectively, the “Seller Parties” and each, a “Seller Party”) in connection with the Transactions, and any claims made hereunder and thereunder. Parent and its Affiliates (including the Surviving Corporation) (collectively, the “Buyer Parties”, and each, a “Buyer Party”) hereby agree that Husch Blackwell (or any successor) may represent and serve as counsel to all or any of the Seller Parties in connection with any litigation, claim, obligation, or any other matter arising out of or relating to this Agreement, the Ancillary Agreements, or the Transactions. Parent shall not, and shall cause the other Buyer Parties not to, seek or have Husch Blackwell disqualified from any such representation solely based upon the prior representation of any Seller Party by Husch Blackwell. Each of the parties consents thereto, and waives any conflict of interest arising therefrom, and each such party will cause any Affiliate thereof to consent to waive any conflict of interest arising from such representation. Each of the parties acknowledges that such consent and waiver is voluntary, that it has been carefully considered, and that the parties have consulted with counsel or have been advised they should do so in connection with this waiver.

(b)Any communications between the Company or a Seller Party, on the one hand, and Husch Blackwell, on the other hand, that relate to the negotiation, preparation, execution and delivery of this Agreement and the consummation of the Transactions, including any emails, correspondence, invoices, recordings, and other documents or files and all attorney work product prepared in connection therewith (collectively, the “Attorney Client Communications”) shall be deemed to be attorney client privileged and shall belong solely to the Seller Parties, and shall not pass to or be claimed by any of the Buyer Parties. Parent acknowledges and agrees, for itself and on behalf of the other Buyer Parties, upon and after the Closing, that: (i) the Seller Parties and Husch Blackwell shall be the sole holders of the Attorney Client Communications, and none of the Buyer Parties shall be a holder of such Attorney Client Communications; and (ii) Husch Blackwell shall have no duty whatsoever to reveal or disclose any Attorney Client Communications to the Buyer Parties. Notwithstanding the foregoing, in the event that a dispute arises between any Buyer Party, on the one hand, and a third party other than any Seller Party, on the other hand, such Buyer Party may assert the attorney client privilege to prevent disclosure of confidential communications to such third party; provided, however, that no Buyer Party may waive such privilege without the prior written consent of the Securityholder Representative (such consent not to be unreasonably withheld, conditioned or delayed). In the event that any Buyer Party is required by a Legal Proceeding to access or obtain a copy of all or a portion of the Attorney Client Communications, to the extent (x) permitted by Legal Requirement, and (y) advisable in the opinion of Parent’s outside counsel, then Parent shall immediately (and, in any event, within two Business Days) notify the Securityholder Representative in writing so that the Securityholder Representative may seek a protective order at the Company Equityholders’ sole cost and expense (which, for the avoidance of doubt, shall first be satisfied from the Securityholder Representative Reserve to the extent funds are available therein, and then second from each Company Equityholder based on such Company Equityholder’s Pro Rata Percentage of such costs and expenses).

(c)This Section 5.13 is intended for the benefit of, and shall be enforceable by, Husch Blackwell. This Section 5.13 shall be irrevocable, and no term of this Section 5.13 may be amended, waived or modified, without the prior written consent of Husch Blackwell (such consent not to be unreasonably withheld, conditioned or delayed).

1.14R&W Insurance Policy. Prior to the Closing, Parent shall use commercially reasonable efforts to obtain and bind the R&W Insurance Policy. The Company shall cooperate with Parent and provide assistance as reasonably requested by Parent to obtain and bind the R&W Insurance Policy.

Article VI.
CONDITIONS TO CLOSING

1.1Conditions to Obligations of the Company. The obligations of the Company to consummate the Transactions are subject, in the discretion of the Company, to the satisfaction, at or prior to the Closing, of each of the following conditions, any of which may be waived by the Company:

(a)Representations, Warranties, and Covenants.

(i)All representations and warranties of Parent and Merger Sub contained in this Agreement will be true and correct at and as of the date of this Agreement and at and as of the Closing Date (except for any such representations and warranties that expressly relate to a specific date, then as of such date), except where the failure of such representations and warranties to be so true and correct, individually or in the aggregate, would not reasonably be expected to prevent the consummation of the Transactions.

(ii)Parent and Merger Sub will have performed and satisfied in all material respects all agreements, obligations and covenants required by this Agreement to be performed by Parent and Merger Sub before or on the Closing Date.

(b)No Actions or Court Orders. No Court Order issued by any court of competent jurisdiction or other legal or regulatory restraint preventing the consummation of the Transactions will be in effect, nor will there be any action taken by any Governmental Body, or any Legal Requirement or Regulation enacted that has not been overturned or otherwise made inapplicable to this Agreement, that prevents the consummation of the Transactions or that makes the Merger illegal.

(c)R&W Insurance Policy. Parent shall have obtained and bound the R&W Insurance Policy pursuant to Section 5.14.

(d)Deliveries. Parent and Merger Sub will have delivered to the Company each of the items set forth in Section 2.2(a).

1.2Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Transactions are subject, in the discretion of Parent, to the satisfaction, on or before the Closing Date, of each of the following conditions, any of which may be waived by Parent:

(a)Representations, Warranties, and Covenants.

(i)All representations and warranties of the Company contained in this Agreement (other than the Fundamental Representations) will be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date, except for any such representations and warranties that expressly relate to a specific date, then as of such date (in each case, without giving effect to materiality qualifications or Material Adverse Effect qualifications).

(ii)All Fundamental Representations will be true and correct in all respects at and as of the date of this Agreement and at and as of the Closing Date, except if any such representations and warranties expressly relate to a specific date, then such representations and warranties will be true and correct as of such date.

(iii)The Company will have performed and satisfied in all material respects all agreements, obligations and covenants required by this Agreement to be performed by the Company before or on the Closing Date.

(b)Consents; Regulatory Compliance and Approval. Any third-party and governmental consents, approvals, or authorizations necessary for the valid consummation of the Transactions and identified on Schedule 6.2(b) will have been obtained.

(c)No Actions or Court Orders. No Court Order issued by any court of competent jurisdiction or other legal or regulatory restraint preventing the consummation of the Transactions will be in effect, nor will there be any action taken by any Governmental Body, or any Legal Requirement or Regulation enacted that has not been overturned or otherwise made inapplicable to this Agreement that prevents the consummation of the Transactions or that makes the Merger illegal.

(d)Material Adverse Effect. Since the date of this Agreement, there will not have occurred any Material Adverse Effect with respect to the Company or the Business.

(e)Board Approval. This Agreement shall have been approved by the Board, which approval shall not have been altered, modified, changed or revoked, in each case, without the prior written approval of Parent.

(f)Written Consent. The Company will have delivered to Parent the Written Consent duly executed by the Requisite Stockholders.

(g)Joinder Agreements. The Joinder Agreements will be in full force and effect, no Initial Consenting Stockholder will have repudiated the Joinder Agreements, and holders of at least 85% of the outstanding Company Capital Stock (on an As-Converted Basis) entitled to vote outstanding immediately before the Effective Time will either be Initial Consenting Stockholders or will have delivered a duly executed Joinder Agreement to Parent, which Joinder Agreements shall be duly countersigned by the Company.

(h)Dissenting Stockholders. Company Stockholders holding no more than an aggregate of 1% of the outstanding Company Capital Stock (on an As-Converted Basis) will have asserted appraisal or dissenters’ rights in accordance with the DGCL.

(i)Key Person Agreements, Employees, Restrictive Covenant Agreements, and Employee Terminations.

(i)The Key Person Agreements for each Key Person will be in full force and effect at the Closing, and no Key Person will have (A) repudiated such Key Person’s Key Person Agreement; (B) notified Parent, the Company, or any of their Affiliates that they are terminating (or expressed to Parent, the Company, or any of their Affiliates any intention to terminate) their employment with the Company, Parent or its Affiliate, as applicable; or (C) otherwise be unable to continue in employment with the Company, Parent or its Affiliate following the Closing.

(ii)Each Restrictive Covenant Agreement will be in full force and effect, and no Restrictive Covenant Signatory will have repudiated such Restrictive Covenant Signatory’s Restrictive Covenant Agreement.

(j)Other Deliveries. Parent will have received from the Company each of the items set forth in Section 2.2(b).

Article VII.
INDEMNIFICATION; REMEDIES

1.1Survival of Representations, Etc.

(a)Representations and Warranties. All of the representations and warranties made by the Company or any Company Equityholder in this Agreement will survive the Closing for a period of 12 months following the Closing Date, except that (i) the IP Representations will survive until the date which is 18 months following the Closing Date, (ii) the Fundamental Representations (other than the Tax Representations) will survive until the date which is six years following the Closing Date and (iii) the Tax Representations will survive until 60 days following the expiration of the longest applicable statute of limitations (giving effect to any waiver, extension or mitigation thereof and including, for the avoidance of doubt, statutes of limitations applicable to third-party claims and governmental proceedings) with respect to the matters addressed in such sections. It is the express intent of the parties that the longest applicable statute of limitations will be longer than the statute of limitations for breach of contract. Claims based upon or arising out of any representation or warranty may be asserted at any time before the expiration of the applicable survival period.

(b)Covenants. All of the covenants, agreements, and obligations of the parties under this Agreement will survive the Closing until fully performed in accordance with their respective terms, subject to any applicable statute of limitations (including any extensions thereof); provided that the Company Indemnifying Parties’ obligations in Section 7.2(a)(xi) will survive the Closing until the earlier of (i) the date which is three years following the Closing Date or (ii) the date on which the R&W Insurer amends the R&W Insurance Policy to delete Section 1(e)(iii)(Z) thereof.

(c)Pending Claims. Notwithstanding the foregoing, the expiration of the representations, warranties, covenants, agreements, and obligations provided in this Agreement will not affect the rights of an Indemnified Party in respect of any claim for indemnification made by such party in a writing received by the other party before the expiration of the applicable survival period provided in this Agreement (and, for the avoidance of doubt, such claim for indemnification need not be filed in a court or other tribunal before the expiration of the applicable survival period).

(d)Representations Not Limited. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification, payment of Damages, or other remedies based on such representations, warranties, covenants, and obligations. Other than with respect to any claim for Fraud, no Indemnified Party shall be required to show reliance on any representation, warranty, covenant or agreement in order for such Indemnified Party to be entitled to indemnification, compensation or reimbursement hereunder.

1.2Indemnification.

(a)Indemnification by the Company Equityholders. From and after the consummation of the Merger, each Company Equityholder (collectively, the “Company Indemnifying Parties”), severally and not jointly, will in accordance with each Company Equityholder’s Pro Rata Percentage, indemnify, save, and hold harmless each of (i) Parent; (ii) Parent’s current and future Affiliates (including the Surviving Corporation); (iii) the respective Representatives of the Persons referred to in clauses (i) and (ii) above; and (iv) the respective successors and assigns of the Persons referred to in clauses (i), (ii), and (iii) above (collectively, the “Company Indemnified Parties”) from and against any and all Damages paid, suffered, sustained or incurred in connection with, arising out of, resulting from, or incident to:

(i)any inaccuracies in or breach of any representation or warranty made by the Company in this Agreement or in any attachment, Exhibit, Disclosure Schedule, certificate, document, or list delivered pursuant to this Agreement (in each case, without giving effect to materiality or Material Adverse Effect qualifications for purposes of determining whether an inaccuracy in or breach of such representations or warranties existed or occurred and the calculation of the amount of Damages incurred);

(ii)any inaccuracies in or breach of any representation or warranty made by a Company Indemnifying Party in the Transmittal Letter or any Ancillary Agreement delivered by such Company Indemnifying Party;

(iii)any breach of any covenant or agreement made by the Company in or in accordance with this Agreement;

(iv)any breach of any covenant or agreement made by any Company Indemnifying Party in the Transmittal Letter or any Ancillary Agreement delivered by such Company Indemnifying Party;

(v)any Indebtedness of the Company or Company Transaction Expenses that are unpaid as of the Closing and not taken into account in the final calculation of Closing Indebtedness or Closing Transaction Expenses;

(vi)any Excess Dissenting Share Payments;

(vii)regardless of the disclosure of any matter set forth in the Disclosure Schedule, any claim or allegation (A) of any inaccuracy in any information set forth in the Closing Consideration Schedule, (B) that any Company Securityholder or any other Person is entitled to any amount in connection with the Merger (other than, with respect to any Company Equityholder, the consideration allocable to such Company Equityholder in accordance with Article I, as set forth in the Closing Consideration Schedule) or (C) of breach of fiduciary duty of a D&O Indemnified Party in connection with the Transactions;

(viii)regardless of the disclosure of any matter set forth in the Disclosure Schedule, any Pre-Closing Taxes, except to the extent such Taxes are set forth on the face of the Closing Statement and expressly taken into account in Indebtedness;

(ix)regardless of the disclosure of any matter set forth in the Disclosure Schedule, any claims by any D&O Indemnified Parties in respect of D&O Indemnifiable Matters that are not otherwise fully covered by the D&O Tail Policy;

(x)any Fraud or willful breach by the Company;

(xi)the matters set forth on Schedule 7.2(a)(xi) (collectively, the “Specified Matters”); or

(xii)any Legal Proceeding that, if the facts alleged therein were true, would give rise to or result in an indemnification obligation under any of the above subsections (i) through (xi).

For purposes of clarifying the meaning of “several” indemnification by each Company Indemnifying Party under this Section 7.2(a) shall mean: (A) any portion of the Indemnity Escrow Amount that is recovered by any Company Indemnified Party in accordance with this Article VII will be deemed to have been “severally” recovered from the Company Indemnifying Parties in accordance with the terms of this Agreement to the extent each Company Equityholder’s entitlement to the Indemnity Escrow Amount has been reduced in accordance with their respective Pro Rata Percentages; (B) with respect to claims for indemnification under this Section 7.2(a) that are not recovered from the Indemnity Escrow Amount, (1) if any indemnification payment is owed, each Company Indemnifying Party’s indemnification obligation in accordance with this Article VII will be equal to such Company Indemnifying Party’s Pro Rata Percentage of the applicable Damages with respect to which the indemnification payment is made, (2) such claim for indemnification will be subject to 10.18(c) and subsection (C) of this Section 7.2(a), and (3) the Company Indemnified Party will have the right to pursue the indemnification claim directly against each Company Indemnifying Party in accordance with the terms of this Agreement; and (C) notwithstanding anything herein to the contrary, in the case of a claim for indemnification (any such claims, “Indemnifying Party Specific Claims”) against a Company Indemnifying Party based solely on Section 7.2(a)(ii) or Section 7.2(a)(iv) (such Company Indemnifying Party responsible for the breach that gave rise to such Indemnifying Party Specific Claim, a “Responsible Indemnifying Party”), the Company Indemnified Party shall (1) offset the applicable Damages from the Indemnity Escrow Amount (and the applicable Responsible Indemnifying Party’s entitlement to the Indemnity Escrow Amount will be reduced in the amount of such Damages for all purposes under this Agreement, including pursuant to Section 1.5(c)(iii) and Section 7.6; provided, that if such Damages exceed such Responsible Indemnifying Party’s Pro Rata Percentage portion of the then-remaining Indemnity Escrow Amount, then each other Company Equityholder shall be entitled to recover such Company Equityholder’s Pro Rata Percentage portion of such excess amount directly from such Responsible Indemnifying Party), and, if such offset does not fully satisfy the amount of such Indemnifying Party Specific Claim, then Parent’s sole recourse shall be seeking such shortfall by (2) pursuing the Indemnifying Party Specific Claim directly against the applicable Responsible Indemnifying Parties in accordance with the terms of this Agreement (and each such Responsible Indemnifying Party will be required to indemnify the Company Indemnified Parties for all Damages arising from such Indemnifying Party Specific Claim).

(b)Indemnification by Parent. From and after the consummation of the Merger, Parent and the Surviving Corporation (the “Parent Indemnifying Parties”) will, jointly and severally, indemnify, save, and hold harmless each Company Equityholder (the “Parent Indemnified Parties”) from and against any and all Damages paid, suffered, sustained or incurred in connection with, arising out of, resulting from, or incident to:

(i)any inaccuracies in or breach of any representation or warranty made by Parent or Merger Sub in this Agreement or in any Ancillary Agreement, attachment, Exhibit, Disclosure Schedule, certificate, document, or list delivered pursuant to this Agreement;

(ii)any breach of any covenant or agreement made by Parent or Merger Sub in or in accordance with this Agreement or any Ancillary Agreement; or

(iii)any Fraud or willful breach by Parent or Merger Sub.

(c)Indemnifying Parties. References in this Article VII to (i) “Indemnifying Party” will be deemed to be references to either the Company Indemnifying Parties or the Parent Indemnifying Parties, as applicable, and in each case collectively, (ii) “Indemnified Party” will be deemed to be references to either the Company Indemnified Parties or the Parent Indemnified Parties, as applicable, and in each case collectively. For the avoidance of doubt, subject Section 7.2(a)(C), the Securityholder Representative will represent the Company Indemnifying Parties with respect to all such matters as provided in Section 10.18 (and any notice requirement with respect to any notice required to be provided under this Article VII by a Company Indemnified Party will be deemed satisfied if such notice is delivered to the Securityholder Representative).

1.3Indemnification Procedures.

(a)Cooperation. Subject to Section 5.13, the Indemnified Parties and the Indemnifying Parties will reasonably cooperate with each other and their attorneys in the investigation, trial, and defense of any Legal Proceeding arising from third-party claims and any appeal arising therefrom; provided, however, that, subject to Section 7.3(b), the party not controlling the defense of such lawsuit or action may, at its own cost, participate in (but not control) the investigation, trial, and defense of such lawsuit or action and any appeal arising therefrom. The parties will cooperate with each other in any notifications to insurers.

(b)Claims for Indemnification.

(i)If a claim for Damages is to be made by an Indemnified Party to the Indemnifying Parties pursuant to Section 7.2, then, in the case of (A) a claim by a Company Indemnified Party, Parent will, subject to this Article VII, deliver a written notice to the Securityholder Representative with respect to such claim for indemnification promptly after Parent becomes aware of any fact, condition, or event which may give rise to Damages for which indemnification may be sought under this Article VII, and (B) a claim by a Parent Indemnified Party, the Securityholder Representative will, subject to this Article VII, deliver a written notice to Parent with respect to such claim for indemnification promptly after the Securityholder Representative becomes aware of any fact, condition, or event which may give rise to Damages for which indemnification may be sought under this Article VII, (with respect to each such notice, in the case of an indemnity claim arising from a third-party claim, a “Third-Party Claim Notice”, and in the case of any claim that has not arisen with respect to a third-party claim, a “Direct Claim Notice”), provided, that the failure of Parent or the Securityholder Representative, as applicable, to give prompt notice under this Agreement will not affect rights to indemnification under this Agreement, except to the extent that the applicable Indemnifying Party forfeits rights or defenses by reason of such failure. Each Third-Party Claim Notice and Direct Claim Notice shall describe the underlying claim in reasonable detail, shall contain, if known, a good faith estimate of the Damages that have been or may be sustained by the Indemnified Party making such claim, and shall include, in the case of a Direct Claim Notice, a reasonable explanation of the basis for the indemnification claim(s) to the extent of the facts then known by the Indemnified Party, and in the case of a Third-Party Claim Notice, a reasonable explanation of the basis for the third-party claim to the extent of the facts then known by the Indemnified Party.

(ii)In the case of a delivery of the Third-Party Claim Notice by an Indemnified Party, the Securityholder Representative or Parent, as applicable, will be entitled to participate in, or by giving written notice to the Indemnified Party, to assume, at its own cost, risk, and expense, the defense of such claim, and the Indemnified Party shall reasonably cooperate in such defense in accordance with Section 7.3(a); provided, that the Indemnified Party shall have the right, at its own cost, risk, and expense, to participate in the defense of any such third-party claim subject to the Indemnified Party’s right to control the defense; provided, further, that (1) Parent or the Securityholder Representative, as applicable, shall not be entitled the assume the defense of any third-party claims (A) involving or seeking equitable relief, (B) involving or seeking potential criminal or regulatory liability, (C) or in the case of a claim by a Company Indemnified Party, for alleged breaches of the Fundamental Representations or IP Representation; (2) where an actual or potential conflict exists between the Indemnifying Party and the Indemnified Party in connection with the defense of the third-party claim; and (3) Parent or the Securityholder Representative, as applicable, consents to and does in fact conduct the defense of the third-party claim actively and diligently; and (4) settlement of, an adverse judgment with respect to, or conduct of the defense of the third-party claim is not, in the good faith judgment of the Indemnified Party, reasonably likely to (x) be adverse to the Indemnified Party’s or any of its Affiliate’s reputation or continuing business interests (including its relationship with current or future customer, suppliers or other parties) or (y) exceed the limitations on the applicable Indemnifying Party’s aggregate indemnification obligations as set forth in Section 7.4 with respect to the applicable third-party claim.

(iii)Notwithstanding the foregoing, neither Parent nor the Securityholder Representative, on the one hand, shall consent to the entry of any judgment or enter into a settlement of any third-party claim without the prior written consent of the Indemnified Party, on the other hand (which consent shall not be unreasonably withheld, conditioned or delayed), except as provided in this Section 7.3(b)(iii). If a firm offer is made to settle a third-party claim (A) without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party, (B) provides, in customary form, for the unconditional, full and general release of each Indemnified Party from all liabilities and obligations arising from, relating to or in connection with such third-party claim, (C) provides for the payment by the Indemnifying Party of money as primary relief for the claimant, and (D) results in no finding or admission of any violation or breach of Legal Requirements or the rights of any Person and results in no effect on any other claims that are then pending against or may be made by any Person against any Indemnified Party, and Parent or the Securityholder Representative, on the one hand, determines in good faith that such firm offer is reasonable and desires to accept and agree to such offer, such person shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within 30 days after its receipt of such notice, Parent or the Securityholder Representative, as applicable, may continue to contest or defend such third-party claim and in such event, the maximum liability of the applicable Indemnifying Parties as to such third-party claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such third-party claim, the Securityholder Representative or Parent, as applicable, may settle the third-party claim upon the terms set forth in such firm offer to settle such third-party claim.

(iv)Resolution of Objections to Claims.

(A)Each of Parent or the Securityholder Representative, as applicable and on the one hand, shall have 30 days after its receipt of the Direct Claim Notice to respond in a written notice to the Securityholder Representative or Parent, as applicable and on the other hand, that it contests a claim or claims by an Indemnified Party made in any Direct Claim Notice. During such 30-day period, the Indemnified Party shall reasonably cooperate with and assist Parent or the Securityholder Representative, as applicable, and its professional advisors, including counsel, to investigate the matter or circumstance alleged to give rise to the underlying claim, and whether and to what extent any amount is payable in respect thereof, including, in the case of a direct claim by a Company Indemnified Party against a Company Indemnifying Party, furnishing, without expense, to the Securityholder Representative, reasonable access to Parent’s and the Surviving Corporation’s (x) Books and Records relating to such direct claim, and (y) employees which were formerly employees of the Company; provided that nothing in the foregoing shall require the Indemnified Party to waive any privilege or protection applicable to such information, records, and documents.

(B)If Parent or the Securityholder Representative, as applicable, objects in writing to any claim or claims by the Indemnified Party made in any Direct Claim Notice within the 30-day period referenced in Section 7.3(b)(iv)(A), the Indemnified Party and the Indemnifying Party shall attempt in good faith for 30 days after Indemnified Party’s receipt of such written objection to resolve such objection. If the Indemnified Party and the Indemnifying Party shall so agree, a memorandum setting forth such agreement shall be prepared and signed by both the Indemnified Party and the Securityholder Representative or Parent, as applicable. If no such agreement can be reached during the 30-day period for good faith negotiation referenced in this Section 7.3(b)(iv)(B), but in any event upon the expiration of such 30-day period, the Indemnified Party may pursue the remedies available to it as permitted by this Agreement.

(C)If the Securityholder Representative or Parent, as applicable, does not object in writing to any claim or claims by the Indemnified Party made in any Direct Claim Notice in accordance with Section 7.3(b)(iv)(B), then such failure to so object shall be an irrevocable acknowledgment by the Securityholder Representative on behalf of the Company Equityholders that the Indemnified Party is entitled to the full amount of the claim for Damages set forth in such Direct Claim Notice if and to the extent such Damages are actually paid, incurred, suffered or sustained, but subject to the other limitations on recovery set forth herein.

(v)Within ten Business Days following the resolution of any indemnification claim made in any Third-Party Claim Notice or Direct Claim Notice pursuant to which the Indemnified Parties are entitled under this Agreement, and so choose, to recover directly from the Indemnifying Parties, each Indemnifying Party shall pay its Pro Rata Percentage of the applicable Damages to Parent, by wire transfer of immediately available funds, to an account designated by Parent in writing to each Company Equityholder.

(vi)In the event of any conflict or overlap between the provisions of this Section 7.3 and Section 5.6(c) with respect to Tax Contests, the provisions of Section 5.6(c) will control.

1.4Limitations on Indemnity.

(a)Deductible. The Company Indemnifying Parties will not be liable under Section 7.2(a)(i), (ii) or (xi) for any Damages until the aggregate amount otherwise due to the Company Indemnified Parties exceeds an accumulated total of $385,000 (the “Deductible”); provided, however, that the Deductible will not apply to (i) any inaccuracy or breach of any Fundamental Representation or IP Representation or (ii) in the case of Fraud. Once the aggregate amount of Damages under Section 7.2(a)(i), (ii) and/or (xi) exceeds the Deductible, then the Company Indemnified Parties will have the right to recover all Damages under Section 7.2(a)(i), (ii) and/or (xi) in excess of the Deductible.

(b)Caps.

(i)The Company Indemnified Parties’ sole and exclusive source of recovery for indemnification claims under Section 7.2(a)(i) (other than in respect of the Fundamental Representations and the IP Representations and in the case of claims arising out of or based upon Fraud) shall be recourse against the Indemnity Escrow Amount for an amount up to $385,000 (the “General Cap”) and the R&W Insurance Policy.

(ii)The maximum aggregate amount of Damages for which the Company Indemnifying Parties will be liable to the Company Indemnified Parties under (x) (A) Section 7.2(a)(i) in respect of breaches of any Fundamental Representations and the IP Representations, (B) Section 7.2(a)(ii) through Section 7.2(a)(x) and (C) Section 7.2(a)(xii) (other than in respect of claims arising out of or based upon the Specified Matters) will in each case equal the Merger Consideration actually received by such Company Indemnifying Party; and (y) (A) Section 7.2(a)(xi) and (B) Section 7.2(a)(xii) in respect of claims arising out of or based upon the Specified Matters will in each case equal $14,000,000 (in each case of the foregoing clauses (x) and (y) including, for the avoidance of doubt, the Indemnity Escrow Amount, if and to the extent released to such Company Indemnifying Party), unless, in each case of the foregoing clauses (x) and (y), such indemnity claim is being made in respect of Fraud committed by such Indemnifying Party (in which event there shall be no limitation on the liability of such Indemnifying Party hereunder with respect to such Fraud).

(c)Order of Recovery. Subject to the terms and conditions of this Agreement, from and after the Effective Time, any indemnification to which any of the Company Indemnified Parties are entitled to under this Agreement as a result of any Damages shall be satisfied as follows: (i) first, by recouping such Damages from the Indemnity Escrow Account until the earlier of: (A) for indemnification claims under Section 7.2(a)(i) (other than in respect of the Fundamental Representations and the IP Representations and in the case of claims arising out of or based upon Fraud), the General Cap is exhausted, and (B) for all other indemnification claims under this Agreement, until the Indemnity Escrow Account is exhausted or released pursuant to the terms of the Escrow Agreement and this Agreement; provided, that, for the avoidance of doubt, the Company Indemnified Parties shall not be required pursuant to this clause (i) to recoup any amounts from the Indemnity Escrow Account that otherwise would be recoverable under the R&W Insurance Policy or Tail Policies, (ii) second, from the R&W Insurance Policy and the Tail Policies to the extent such Damages are covered by the R&W Insurance Policy and the Tail Policies; provided, that Parent shall only be required (which shall exclude any requirement to litigate) to seek such recovery with respect to matters that are covered by such policies, and (iii) finally, subject to the limitations set forth in this Section 7.4(c) and Section 7.4(f), directly from the Company Indemnifying Parties in accordance with each such Company Indemnifying Party’s Pro Rata Percentage. Subject to the foregoing, each Company Indemnified Party agrees to make all claims under the R&W Insurance Policy and the Tail Policies, as applicable, to seek recovery under the R&W Insurance Policy and the Tail Policies, as applicable, for all Damages, solely to the extent such Damages are covered thereby (and not expressly excluded from coverage thereunder or less than the retention thereunder). No Company Indemnified Party shall recover any Damages from the Indemnity Escrow Account except in accordance with the terms of this Agreement and the Escrow Agreement. Any recovery pursuant to this Section 7.4(c) shall be limited to the amount of any Damages that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment actually received by the Company Indemnified Party (including the Surviving Corporation) in respect of such claim. Subject to the terms and conditions of this Agreement, from and after the Effective Time, any indemnification to which any of the Parent Indemnified Parties are entitled to under this Agreement as a result of any Damages shall be satisfied directly from the Parent Indemnifying Parties on a joint and several basis.

(d)Provisions Relating to Damages. The term “Damages” as used in this Article VII (i) is not limited to matters asserted by third parties, but includes Damages incurred or sustained by any Indemnified Party in the absence of third-party claims, and (ii) shall exclude punitive damages, except as awarded to a third party. With respect to claims pursuant to a Direct Claim Notice, payments by a party of amounts for which such party is indemnified under this Agreement will not be a condition precedent to recovery.

(e)No Contribution. No Company Indemnifying Party will have any right to reimbursement or contribution from, subrogation to, or indemnification from the Surviving Corporation (or any Affiliate thereof) with respect to any indemnification claim of a Company Indemnified Party against any Company Indemnifying Party its capacity as such under this Agreement or otherwise in connection with this Agreement.

(f)Additional Limitations. Notwithstanding anything to the contrary contained herein, in no event shall the Company Indemnified Parties have any right to indemnification under this Article VII in respect of the matters set forth on Schedule 7.4(f).

1.5Tax Treatment. All indemnification payments made pursuant to this Agreement will be treated as an adjustment to the Merger Consideration for all Tax purposes, except to the extent required by applicable Legal Requirements. The amount of any Damages for which indemnification is provided under this Agreement will be determined without regard to any item of loss, deduction, credit, or other Tax asset or attribute: (i) of Parent and its Affiliates (other than the Surviving Corporation), or (ii) of the Surviving Corporation to the extent arising or attributable to any taxable period (or portion thereof) beginning after Closing.

1.6Release of Indemnity Escrow Amount.

(a)Within three Business Days following the resolution of any indemnification claim made in any Third-Party Claim Notice or Direct Claim Notice pursuant to which the Company Indemnified Parties are entitled, and so choose, to recover from the Indemnity Escrow Amount, Parent and the Securityholder Representative shall deliver a joint instruction to the Escrow Agent instructing the Escrow Agent to release from the Indemnity Escrow Account to Parent an amount in the aggregate equal to the Damages arising with respect to such indemnification claim, to the extent of funds then available in the Indemnity Escrow Account.

(b)On or before the third Business Day after the one year anniversary of the Closing Date (the “Indemnity Escrow Expiration Date”), Parent will notify the Securityholder Representative in writing of the amount that Parent determines in good faith to be necessary to satisfy all claims for indemnification, compensation or reimbursement, as described in each Third-Party Claim Notice or Direct Claim Notice that was delivered to the Securityholder Representative at or prior to 11:59 p.m. (Central Time) on the Indemnity Escrow Expiration Date, but not resolved, at or prior to such time (each such claim a “Continuing Claim” and such amount, the “Retained Escrow Amount”). Within ten Business Days following the Indemnity Escrow Expiration Date, Parent and the Securityholder Representative shall deliver a joint instruction to the Escrow Agent instructing the Escrow Agent to release from the Indemnity Escrow Account an amount in the aggregate equal to (i) the funds remaining in the Indemnity Escrow Account as of the Indemnity Escrow Expiration Date, minus (ii) the Retained Escrow Amount (such amount to be released, the “Released Escrow Amount”) to (A) the Paying Agent for further distribution to each Company Equityholder, with respect to the portion of the Released Escrow Amount to be paid in respect of shares of Company Capital Stock, Company Options and Company SARs (other than Employee Options, Employee SARs and Company Vested RSA Shares), such Company Equityholder’s Pro Rata Percentage of the Released Escrow Amount and (B) the Surviving Corporation for further distribution through the Surviving Corporation’s payroll system to the Company Equityholders that are holders Employee Options, Employee SARs or Company Vested RSA Shares, with respect to the portion of the Released Escrow Amount to be paid in respect of Employee Options, Employee SARs and Company Vested RSA Shares, such Company Equityholder’s Pro Rata Percentage of the Released Escrow Amount (such payment to be net of applicable withholding Taxes), in each case in accordance with Section 7.6(d).

(c)Following the Indemnity Escrow Expiration Date, after resolution and payment of a Continuing Claim, Parent and the Securityholder Representative shall deliver a joint instruction to the Escrow Agent instructing the Escrow Agent to release from the Indemnity Escrow Account an amount in the aggregate equal to (i) the Retained Escrow Amount as of the date of such resolution and payment (as reduced from time to time pursuant to the terms of this Agreement), minus (ii) the amounts that Parent determines in good faith to be necessary to satisfy other Continuing Claims (which amounts will continue to be held as the Retained Escrow Amount) (such amount to be released, the “Resolved Escrow Amount”) to (A) the Paying Agent for further distribution to each Company Equityholder, with respect to the portion of the Resolved Escrow Amount to be paid in respect of shares of Company Capital Stock, Company Options and Company SARs (other than Employee Options, Employee SARs and Company Vested RSA Shares), such Company Equityholder’s Pro Rata Percentage of the Resolved Escrow Amount and (B) the Surviving Corporation for further distribution through the Surviving Corporation’s payroll system to the Company Equityholders that are holders Employee Options, Employee SARs or Company Vested RSA Shares, with respect to the portion of the Resolved Escrow Amount to be paid in respect of Employee Options, Employee SARs and Company Vested RSA Shares, such Company Equityholder’s Pro Rata Percentage of the Resolved Escrow Amount (such payment to be net of applicable withholding Taxes), in each case in accordance with Section 7.6(d).

(d)Each of the parties hereto acknowledges and agrees that as a condition to Parent’s and the Surviving Corporation’s obligation to make any payments pursuant to this Section 7.6, the Securityholder Representative shall first deliver to Parent an updated spreadsheet, prepared in accordance with the Closing Consideration Schedule and this Agreement, setting forth the amounts payable to each Company Equityholder. Parent and the Surviving Corporation shall be entitled to conclusively rely upon such spreadsheet delivered by the Securityholder Representative, including with respect to whether any individual Company Equityholder received the appropriate portion of any such distribution, and in no event will Parent, the Surviving Corporation, or any of their Affiliates have any liability to any Person on account of payments or distributions made in accordance with such spreadsheet delivered by the Securityholder Representative.

Article VIII.
TERMINATION

1.1Termination. This Agreement may be terminated at any time before Closing:

(a)by mutual written consent of Parent and the Company;

(b)by Parent, on the one hand, or the Company, on the other hand, if the Closing has not occurred on or before August 3, 2023 (the “Outside Date”); provided, however, that this provision will not be available to Parent if the Company has the right to terminate this Agreement under Section 8.1(e) and this provision will not be available to the Company if Parent has the right to terminate this Agreement under Section 8.1(d);

(c)by Parent, if the Company fails to deliver to Parent, within one hour following the execution and delivery of this Agreement, the Written Consent, duly executed by the Requisite Stockholders;

(d)by Parent, if there is a material breach of any representation or warranty set forth in Article III or any covenant or agreement to be complied with or performed by the Company in accordance with the terms of this Agreement or the failure of a condition set forth in Section 6.2 to be satisfied (and such condition is not waived in writing by Parent) on or before the Outside Date, or the occurrence of any event that results or would result in the failure of a condition set forth in Section 6.2 to be satisfied on or before the Outside Date; provided that Parent may not terminate this Agreement before the Closing if the Company has not had a reasonably adequate opportunity to cure such failure (not to exceed ten Business Days); provided, further, that no cure period shall be required for a breach which by its nature cannot be cured and, in no event shall the cure period extend past the Outside Date; or

(e)by the Company, if there is a material breach of any representation or warranty set forth in Article IV or of any covenant or agreement to be complied with or performed by Parent or Merger Sub in accordance with the terms of this Agreement or the failure of a condition set forth in Section 6.1 to be satisfied (and such condition is not waived in writing by the Company) on or before the Outside Date, or the occurrence of any event which results or would result in the failure of a condition set forth in Section 6.1 to be satisfied on or before the Outside Date; provided the Company may not terminate this Agreement before the Closing Date if Parent and Merger Sub have not had a reasonably adequate opportunity to cure such failure (not to exceed ten Business Days); provided, further, that no cure period shall be required for a breach which by its nature cannot be cured and, in no event shall the cure period extend past the Outside Date.

1.2Effect of Termination.

(a)In the event of termination of this Agreement in accordance with this Article VIII:

(i)each party will return all documents, work papers, and other material of any other party relating to the Transactions, and all copies thereof, whether obtained before or after the execution of this Agreement, to the party furnishing the same;

(ii)the provisions of that certain Confidentiality Agreement dated as of May 19, 2023, by and between the Company and Parent (the “NDA”) will continue in full force and effect; and

(iii)no party to this Agreement will have any Liability to any other party to this Agreement; provided, nothing herein shall relieve any party from liability for the willful breach of any of its representations, warranties or covenants contained herein that occurred prior to such termination (for purposes of this Agreement, “willful breach” means an intentional act or intentional omission taken by a party where such party knows that such action or omission would constitute a material breach of this Agreement); and

(iv)the provisions of Section 5.9 (Publicity; Confidentiality), Section 10.15 (Expenses), Article X (Miscellaneous) and this Section 8.2 hereof shall remain in full force and effect and survive any termination of this Agreement pursuant to the terms of this Article VIII.

(b)The foregoing provisions will not limit or restrict the availability of specific performance or other injunctive relief to the extent that specific performance or such other relief would otherwise be available to a party under this Agreement.

Article IX.
DEFINED TERMS

1.1Defined Terms. As used in this Agreement, the terms below will have the following meanings. Any such term, unless the context otherwise requires, may be used in the singular or plural, depending upon the reference.

“Acquisition Proposal” means, with respect to the Company, any agreement, offer, discussion, proposal or bona fide indication of interest (other than this Agreement or any other offer, proposal or indication of interest by Parent or its Affiliates), or any public announcement of intention to enter into any such agreement or of (or intention to make) any offer, proposal or bona fide indication of interest, relating to, or involving an Acquisition Transaction.

“Acquisition Transaction” means (a) the purchase, issuance, grant, or disposition of any capital stock or other securities of the Company, or of all or any part of the assets of the Company (other than the issuance of equity securities to existing or new employees in the ordinary course) or (b) any merger, consolidation, business combination or similar transaction involving the Company, in each case other than with Parent or its Affiliates.

“Adjustment Amount” means, an amount (which may be a positive or negative number) equal to the sum of (a) the amount (if any) by which Estimated Closing Working Capital is less than Closing Working Capital, minus (b) the amount (if any) by which Estimated Closing Working Capital is greater than Closing Working Capital, plus (c) the amount (if any) by which Estimated Closing Cash is less than Closing Cash, minus (d) the amount (if any) by which Estimated Closing Cash is greater than Closing Cash, minus (e) the amount (if any) by which Estimated Closing Indebtedness is less than Closing Indebtedness, plus (f) the amount (if any) by which Estimated Closing Indebtedness is greater than Closing Indebtedness, minus (g) the amount (if any) by which Estimated Closing Transaction Expenses are less than Closing Transaction Expenses, plus (h) the amount (if any) by which Estimated Closing Transaction Expenses are greater than Closing Transaction Expenses, in each case without duplication.

“Adjustment Escrow Amount” means $225,000.

“Affiliate” means, when used with reference to any specified Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with such specified Person. For purposes of this definition, “control,” when used with respect to any specified Person, means the power to direct or cause the direction of management or policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract, or otherwise.

For purposes of this Agreement, each Company Securityholder is deemed an Affiliate of the Company.

“Aggregate Exercise Amount” means the sum of the exercise prices and/or measurement prices, as applicable, payable upon exercise in full of all Company Vested Options and Company Vested SARs issued and outstanding as of immediately before the Effective Time and with a per share exercise price or measurement price, as applicable, that is less than the Per Share Consideration. 

“Ancillary Agreements” means the Joinder Agreements, the Award Treatment Agreements, the Key Person Agreements, the Restrictive Covenant Agreements, the Paying Agent Agreement, the Escrow Agreement, and all other agreements, instruments, documents, and certificates executed, filed, or otherwise prepared, exchanged or delivered in accordance with this Agreement.

“Anti-Corruption Laws” means any Legal Requirement governing financial recordkeeping and reporting requirements or for the prevention or punishment of public or commercial corruption and bribery, including the U.S. Currency and Foreign Transaction Reporting Act of 1970, as amended (also known as the Bank Secrecy Act), the U.S. Money Laundering Control Act of 1986, the U.S. Foreign Corrupt Practices Act of 1977, 18 U.S.C. §201, the UK Bribery Act 2010 and any applicable money laundering-related or anti-corruption Legal Requirements of any other jurisdiction.

“As-Converted Basis” means, with respect to any group of Company Capital Stock, the sum of the number of (a) the Company Series A Common Stock in such group, plus (b) the Company Series B Common Stock in such group, plus (c) the Company Series A Common Stock convertible from each of (i) the Company Series A Preferred Stock, and (ii) the Company Series B Preferred Stock in such group, in each case pursuant to the Organizational Documents of the Company immediately prior to the Closing.

“Books and Records” means all business records, minute books, tangible data, documents, management information systems (including related computer software), files, customer lists, supplier lists, blueprints, specifications, designs, drawings, plans, operation or maintenance manuals, bids, personnel records, invoices, sales literature, Tax Returns and worksheets, notes, files, or documents related thereto, and all other books and records maintained by the Company with respect to the Business.

“Business” means the business or business activities of the Company conducted as of the date hereof and as of the Closing.

“Business Data” means any and all information, including Personal Information, data, documents, materials and/or records, technical or otherwise, of or controlled by the Company and any other information pertaining to or used in the business of the Company and contained in any database used or maintained by Company in the IT Systems, including all proprietary, sensitive, regulated, and Confidential Information of the Company.

“Business Day” means a day other than Saturday, Sunday, or any day on which banks located in the State of Illinois are authorized or obligated to close.

“Business Privacy Policy” means any external or internal, past or present privacy policy, representation, statement, or notice of the Company, including any policy relating to (a) the privacy or security of users of the Company’s website or any mobile applications, or (b) the Processing of any Business Data.

“CARES Act” means the Coronavirus Aid, Relief, and Economic Security Act (Pub. L. 116-136) and any administrative or other guidance published with respect thereto by any Governmental Body.

“Cash” means an amount equal to all unrestricted cash, marketable securities to the extent available for immediate use or could be available for use within a thirty (30)-day period from Closing, short-term investments to the extent available for immediate use or could be available for use within a thirty (30)-day period from Closing, and other cash equivalents of the Company, determined on a consolidated basis.

For the avoidance of doubt, “Cash” shall (a) exclude Restricted Cash and (b) be calculated net of all issued but uncleared checks, wires and drafts issued by the Company and shall include all checks and wire transfers and drafts deposited or available for deposit for the account of the Company.

“Closing Time” means 12:01am Central Time on the Closing Date.

“Code” means the United States Internal Revenue Code of 1986, as amended.

“Company Capital Stock” means the Company Common Stock (including, for the avoidance of doubt, any Company Vested RSA Shares), and the Company Preferred Stock.

“Company Common Stock” means the Company Series A Common Stock (including, for the avoidance of doubt, any Company Vested RSA Shares), Company Series B Common Stock and Company Series C Common Stock.

“Company Employee Plan” means each Plan, which is now, or was previously, maintained, sponsored, or controlled by the Company, or any of its ERISA Affiliates, and under which the Company, or any of its respective ERISA Affiliates has any obligation or Liability, whether actual or contingent or direct or indirect, for the benefit of, or relating to, any present or former Service Providers of the Company or any of its Subsidiaries.

“Company Equity Plan” means the Company’s 2021 Equity Incentive Plan and 2020 Equity Incentive Plan.

“Company Equityholders” means, collectively, all of the Company Securityholders entitled to receive consideration in connection with the Merger in accordance with this Agreement.

“Company Option” means each option to acquire or purchase shares of Company Series A Common Stock (or exercisable for cash) outstanding and unexercised as of immediately prior to the Effective Time under any Company option plan (including the Company Equity Plan) or otherwise.

“Company Optionholders” means holders of Company Options as of immediately prior to the Effective Time.

“Company Preferred Stock” means the Company Series A Preferred Stock and the Company Series B Preferred Stock.

“Company RSA” means each restricted stock award outstanding as of immediately prior to the Effective Time under any Company option plan (including the Company Equity Plan) or otherwise.

“Company SAR” means each stock appreciation right outstanding as of immediately prior to the Effective Time under any Company option plan (including the Company Equity Plan) or otherwise, including for the avoidance of doubt, phantom equity issued under the Company Equity Plan.

“Company Securities” means the Company Capital Stock (including, for the avoidance of doubt, any Company Vested RSA Shares), the Company Options and the Company SARs.

“Company Securityholder” means any holder of any Company Capital Stock (including, for the avoidance of doubt, any Company Vested RSA Shares), Company Options, or Company SARs as of immediately before the Effective Time.

“Company Series A Common Stock” means the Series A Common Stock, par value $0.0001 per share, of the Company, including any Company Vested RSA Shares.

“Company Series A Preferred Stock” means the Series A Preferred Stock, par value $0.0001 per share, of the Company.

“Company Series B Common Stock” means the Series B Common Stock, par value $0.0001 per share, of the Company.

“Company Series B Preferred Stock” means the Series B Preferred Stock, par value $0.0001 per share, of the Company.

“Company Series C Common Stock” means the Series C Common Stock, par value $0.0001 per share, of the Company.

“Company Stockholder” means any holder of Company Capital Stock as of immediately before the Effective Time.

“Company Transaction Expenses” means, without duplication, all costs, fees and expenses, including all legal, accounting, investment banking, financial advisory, service providers, consulting and all other costs, fees and expenses incurred by or on behalf of the Company (or for which is reimbursable by the Company) in connection with the negotiation, consummation or effectuation of the terms and conditions of this Agreement and the Transactions, including: (a) any payments made or anticipated to be made by the Company as a brokerage or finders’ fee, agents’ commission or any similar charge, in connection with the Transactions; (b) any bonus, severance, change-in-control payments, management sale bonus, transaction bonus, liquidity event participation, retention, or other payment in lieu of any previously promised but ungranted equity award, or similar payment obligations of the Company that become due and payable in connection with the consummation of the Transactions; (c) any Liability of the Company under deferred compensation plans, phantom equity plans, severance or bonus plans, or similar arrangements, in each case made payable in whole or in part as a result of the Transactions; (d) the portion of any annual bonuses accrued, but not paid, prior to Closing (including the employer portion of any applicable payroll Taxes on such amounts); (e) any Transaction Payroll Taxes; (f) all costs, fees and expenses payable by or behalf of the Company to Datasite in respect of the “Project Tagger” electronic data room; (g) 50% of all fees, premiums and charges, including underwriting and broker fees, in respect of the R&W Insurance Policy; (h) 50% of the costs, fees and expenses of the Escrow Agent; (i) 50% of the costs, fees and expenses of the Paying Agent; (j) all fees, premiums and charges, including underwriting and broker fees, in respect of the Tail Policies; and (k) any fee of the Securityholder Representative.

“Company Unvested Option” means any Company Option that is unvested and outstanding as of immediately before the Effective Time.

“Company Unvested RSA” means any Company RSA that is unvested and outstanding as of immediately before the Effective Time.

“Company Unvested SAR” means any Company SAR that is unvested and outstanding as of immediately before the Effective Time.

“Company Vested Option” means any Company Option that is vested and outstanding as of immediately before the Effective Time, including any Company Option that vests on an accelerated basis as a result of the Merger.

“Company Vested RSA” means any Company RSA that is vested and outstanding as of immediately before the Effective Time, including any Company RSA that vests on an accelerated basis as a result of the Merger.

“Company Vested RSA Shares” means any shares of Company Series A Common Stock issued or issuable pursuant to any Company Vested RSA.

“Company Vested SAR” means any Company SAR that is vested and outstanding as of immediately before the Effective Time, including any Company SAR that vests on an accelerated basis as a result of the Merger.

“Confidential Information” means any and all trade secrets, confidential business or technical information, and proprietary information and materials, whether or not stored in any medium, relating to the Company or the Business, including business information, technology, technical documentation, product or service specifications or strategies, marketing plans, research and development, designs, formulae, computer programs (including Company Source Code), pricing information, financial information, information relating to existing, previous, and potential suppliers, customers, and contracts, and other know-how, in each case which is not publicly-available. “Confidential Information” will include any information furnished to the other party identified as confidential information or that the party knew or reasonably should have known was confidential information, including the terms and existence of this Agreement.

“Contaminant” includes any material, substance, chemical, gas, liquid, waste, effluent, pollutant, or contaminant that, whether on its own or admixed with another, is identified or defined in or regulated by or under any Environmental Laws or that upon release into the Environment presents a danger to the Environment or to the health, safety, or welfare of any Person.

“Contract” means any written, oral, or other agreement, contract, subcontract, lease, understanding, arrangement, instrument, note, warranty, insurance policy, benefit plan, or legally binding commitment or undertaking of any nature.

“Conversion” means the transactions contemplated by that certain Plan of Conversion adopted effective as of April 5, 2021 to convert Tagger LLC into Tagger Media, Inc., a Delaware corporation, pursuant to Section 265 of the Delaware General Corporation Law and Section 18-216 of the Delaware Limited Liability Company Act.

“Court Order” means any judgment, decision, consent decree, injunction, ruling, or order of any federal, provincial, state, local, or foreign court or Governmental Body that is binding on any Person or its property under applicable Legal Requirements.

“Damages” means any debts, obligations and other liabilities (whether absolute or contingent, liquidated or unliquidated, due or to become due, accrued or not accrued), losses, damages, Taxes, deficiencies, judgments, assessments, fines, fees, penalties, reasonable and out of pocket expenses (including external amounts paid in settlement, interest, court costs, costs of investigators, fees and expenses of attorneys, accountants, financial advisors, consultants and other experts, and other expenses of litigation), in each case that may be imposed or otherwise incurred or suffered.

“Default” means (a) a breach of or default under any Contract or Governmental Authorization; (b) the occurrence of an event that with or without the passage of time or the giving of notice or both would constitute a breach of or default under any Contract or Governmental Authorization; or (c) the occurrence of an event that with or without the passage of time or the giving of notice or both would give rise to a right of termination, renegotiation, or acceleration under any Contract or Governmental Authorization.

“Deferred Payroll Taxes” means (a) the “applicable employment taxes” within the meaning of Section 2302(d) of the CARES Act payable by the Company that (i) relate to the portion of the “payroll tax deferral period” within the meaning of Section 2302(d) of the CARES Act that occurs prior to the Closing and (ii) are payable following the Closing as permitted by Section 2302(a) of the CARES Act, (b) any payroll Tax Liability (including those imposed under Sections 3101(a) and 3201 of the Code) deferred (for example, by a failure to timely withhold, deposit, or remit such amounts in accordance with the applicable provisions of the Code and the Treasury Regulations promulgated thereunder) pursuant to or in connection with the Payroll Tax Executive Order (or any corresponding or similar provision of state, local, or non-U.S. Legal Requirements), and (c) any other employment, payroll, or similar Tax Liability of the Company relating to any Pre-Closing Tax Period that is deferred after the Closing pursuant to any other Pandemic Response Laws, in each case, calculated without giving effect to any Tax credits afforded under the CARES Act, the Families First Coronavirus Response Act, or any other corresponding or similar Legal Requirements.

“Employee Option” means each Company Vested Option that was granted to a Company Optionholder that was a Service Provider of the Company for applicable employment Tax purposes at the time the Company Vested Option was granted or at any time thereafter.

“Employee SAR” means each Company Vested SAR that was granted to a Company Securityholder that was a Service Provider of the Company for applicable employment Tax purposes at the time the Company Vested SAR was granted or at any time thereafter.

“Encumbrance” means any lien, pledge, hypothecation, charge, mortgage, security interest, encumbrance, or claim.

“Entity” means any corporation (including any non-profit corporation), general partnership, limited partnership, limited liability partnership, joint venture, estate, trust, company (including any limited liability company or joint stock company), firm, or other enterprise, association, organization, or entity.

“Environment” includes (a) any and all buildings, structures, fixtures, fittings, appurtenances, pipes, conduits, valves, tanks, vessels, and containers whether above or below ground level; and (b) ambient air, land surface, sub-surface strata, soil, surface water, groundwater, river sediment, marshes, wetlands, flora, and fauna.

“Environmental Laws” means (a) the common law and (b) all Legal Requirements, by-laws, orders, instruments, directives, decisions, injunctions, and judgments of any government or international, supranational, executive, administrative, judicial, or regulatory authority or agency and all approved codes of practice (whether voluntary or compulsory) relating to the protection of the Environment or of human health, safety, or welfare or to the manufacture, formulation, processing, treatment, storage, containment, labeling, handling, transportation, distribution, recycling, reuse, release, disposal, removal, remediation, abatement, or clean-up of any Contaminant and any amendment thereto and any and all regulations, orders, and notices made or served thereunder or pursuant thereto.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder, as amended, supplemented or substituted therefor from time to time.

“ERISA Affiliate” of any Entity (whether or not incorporated) means any other Entity that, together with such Entity, is required to be treated as a single employer under Section 414(b), (c), (m), or (o) of the Code.

“Escrow Agent” means Acquiom Clearinghouse LLC, a Delaware limited liability company.

“Escrow Agreement” means the Escrow Agreement among Parent, the Securityholder Representative and the Escrow Agent substantially in the form of Exhibit G.

“Escrow Amount” means the sum of the Adjustment Escrow Amount and the Indemnity Escrow Amount.

“Estimated Aggregate Consideration” means an amount equal to (a) the Purchase Price plus (b) the Estimated Closing Cash (if any); minus (c) the Estimated Closing Indebtedness (if any); minus (d) the amount (if any) by which Target Working Capital exceeds Estimated Closing Working Capital; plus (e) the amount (if any) by which Estimated Closing Working Capital exceeds Target Working Capital; minus (f) the Estimated Closing Transaction Expenses; plus (g) the Aggregate Exercise Amount; minus (h) the Escrow Amount; minus (i) the Securityholder Representative Reserve.

“Fixtures and Equipment” means all of the furniture, fixtures, furnishings, automobiles, trucks, spare parts, supplies, equipment, and other tangible personal property used in connection with the Business, wherever located and including any such fixtures and equipment in the possession of any of the Company’s suppliers, including all warranty rights with respect thereto.

“Fraud” means common law fraud under the laws of the State of Delaware.

“Fundamental Representations” means the representations and warranties set forth in Section 3.1 (Due Organization; Subsidiaries; Etc.), Section 3.2 (Authorization), Section 3.3 (Capitalization), Section 3.23 (Tax Matters) and Section 3.28 (Brokers).

“GAAP” means United States generally accepted accounting principles.

“Governmental Authorization” means any (a) permit, license, certificate, franchise, permission, clearance, registration, qualification, or authorization issued, granted, given, or otherwise made available by or under the authority of any Governmental Body or under any Legal Requirement; or (b) right under any Contract with any Governmental Body.

“Governmental Body” means any (a) nation, state, commonwealth, province, territory, county, municipality, district, or other jurisdiction of any nature; (b) federal, state, local, municipal, foreign, or other government; or (c) governmental, quasi-governmental, or supranational authority of any nature (including any governmental division, department, agency, commission, instrumentality, official, organization, unit, body, or Entity and any court or other tribunal).

“Indebtedness” means, with respect to any Person at any time, without duplication: (a) all Liabilities of such Person for borrowed money or issued in substitution for or in exchange of indebtedness for borrowed money (including Liabilities in respect of credit cards, credit card processing services, debit cards, stored value cards, purchase cards or other similar cash management services); (b) all obligations evidenced by bonds, debentures, notes (convertible or otherwise) or other debt or derivative security or under any currency or interest rate protection, collar or swap agreements or other similar instruments for the payment of which such Person is liable, and all Liabilities in respect of mandatorily redeemable or purchasable share capital or securities convertible into share capital; (c) all Liabilities of such Person for the deferred purchase price of property, assets, securities, or services (including any milestone, earnout, seller notes, indemnities, post-Closing purchase price true-ups or similar payments (whether contingent or otherwise) calculated as the maximum amount payable under or pursuant to such obligation); (d) all unpaid Pre-Closing Taxes (other than the Transaction Payroll Taxes to the extent included in Company Transaction Expenses); (e) all Liabilities in respect of any lease (or other arrangement conveying the right to use) which are required to be classified under GAAP as capital or finance leases or any obligations for leases classified as capital or finance leases in the Financials; (f) all Liabilities of such Person for the reimbursement of any obligor on any letter of credit, banker’s acceptance, surety bond, performance bond, or similar credit transaction; (g) any Liabilities secured by an Encumbrance on such Person’s assets; (h) any declared but unpaid dividends or distributions, or amounts owed to the Company Equityholders or their Affiliates; (i) any unforgiven obligations under any government loan assistance program (including under any Pandemic Response Law); (j) all accrued but unpaid severance obligations with respect to any employee whose employment or engagement terminated at or prior to the Closing (including the employer portion of any applicable payroll Taxes); (k) any cash or book overdrafts; (l) any distributions payable or loans/advances payable to any officer or director of such Person; (m) all Liabilities created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property); (n) all accrued and unpaid rebates; (o) all costs to service long-term deferred revenue (meaning 12 months or more); (p) all guarantees by such Person of any Liabilities of a third party of a nature similar to the types of Liabilities described in the foregoing clauses, to the extent of the obligation guaranteed; (q) all obligations pursuant to securitization or factoring programs or arrangements; (r) all accrued or unpaid interest, fees, premiums, breakage costs, termination fees, and penalties on the items described in all foregoing clauses in this definition; and (s) $21,370 in respect of unpaid Taxes described in item 3 of Section 3.13(a) of the Disclosure Schedule.

“Indemnity Escrow Amount” means $585,000.

“Information Privacy and Security Laws” means (A) each Legal Requirement concerning the privacy, secrecy, security, protection, disposal, international transfer or other Processing of Personal Information, and incident reporting and Security Incident notification requirements regarding Personal Information, as applicable, which may include but it is not limited to: (i) the EU General Data Protection Regulation 2016/679 and EU Member State laws and regulations implementing the same (the “GDPR”), the EU GDPR as it forms part of United Kingdom (“UK”) law by virtue of section 3 of the European Union (Withdrawal) Act 2018 (“UK GDPR”), the EU e-Privacy Directive 2002/58/EC as amended by Directive 2009/136/EC or further amended or replaced from time to time, and any relevant national implementing legislation, and any substantially similar local legislation, including the recommendations and deliberations of the relevant privacy commissioners and other privacy, personal data protection, and data protection authorities, Canada’s Personal Data Protection and Electronic Documents Act, the California Consumer Privacy Act of 2018 and any regulations promulgated thereunder, the California Privacy Rights Act of 2020, the Virginia Consumer Data Protection Act; (ii) Legal Requirements applicable to direct marketing, e-mails, communication by text messages or initiation, transmission, monitoring, recording, or receipt of communications (in any format, including voice, video, email, phone, text messaging, or otherwise); and (iii) state consumer protection Legal Requirements, Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information, Technology for Economic and Clinical Health Act, and the rules and regulations promulgated thereunder, the Payment Card Industry Data Security Standard and programs, the Federal Trade Commission Act, the Gramm Leach Bliley Act, the Fair Credit Reporting Act, the Fair and Accurate Credit Transactions Act, Controlling the Assault of Non-Solicited Pornography And Marketing Act of 2003; and (B) guidance issued by a Governmental Body that pertains to one of the laws, rules or standards outlined in clause (A).

“IP Representations” means the representations and warranties set forth in Sections 3.19(e) and 3.19(g).

“IRS” means the United States Internal Revenue Service.

“IT Systems” means all information technology systems, servers, networks, interfaces, databases, data processing systems, computer programs (in both source and object code form), computer hardware and peripherals, interfaces, platforms and telecommunications and network equipment owned, used, leased, or licensed in the Business, by or to the Company, including any instance of a cloud provider, relating to the transmission, storage, maintenance, organization, presentation, generation, processing or analysis of data and information used in or necessary for the conduct of the business of the Company at any time.

“Knowledge,” when referring to the “Knowledge of the Company,” or any similar phrase or qualification based on knowledge of the Company, of a particular fact or other matter, means (a) the actual knowledge of Peter Kennedy, David Dickman, Jocelyne Norris or Dennis Lin and (b) the knowledge that any such Person referenced in clause (a), as a prudent person in their role, would have obtained after making reasonable inquiry with respect to the particular matter in question.

“Leases” means all of the existing leases with respect to the personal or real property of the Company (including any Fixtures and Equipment and Tangible Personal Property).

“Legal Proceeding” means any action, suit, litigation, arbitration, proceeding (including any civil, criminal, administrative, investigative, or appellate proceeding), hearing, inquiry, audit, examination, or investigation commenced, brought, conducted, or heard by or before, or otherwise involving, any court or other Governmental Body or any arbitrator or arbitration panel.

“Legal Requirement” means any federal, state, local, municipal, foreign, or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling, or requirement issued, enacted, adopted, promulgated, implemented, or otherwise put into effect by or under the authority of any Governmental Body.

“Liabilities” means any debt, obligation, duty, or liability of any nature (including any unknown, undisclosed, unmatured, unaccrued, unasserted, contingent, indirect, conditional, implied, vicarious, derivative, joint, several, or secondary liability), regardless of whether such debt, obligation, duty, or liability would be required to be disclosed on a balance sheet prepared in accordance with GAAP and regardless of whether such debt, obligation, duty, or liability is immediately due and payable.

“made available” shall mean that a complete and accurate copy of the document (including any amendments, exhibits and schedules thereto) has been posted in the “Project Tagger” electronic data room hosted on Datasite as of 12:00 a.m. Mountain Time on the date which is one (1) Business Day prior to the date of this Agreement and retained at all times from the date of posting through Closing in such electronic data site.

“Material Adverse Effect” means any fact, condition, change, circumstance, development, occurrence, event or effect that, either alone or in combination with any other fact, condition, change, circumstance, development, occurrence, event or effect, (a) materially impairs or delays or would, with the passage of time, be reasonably likely to materially impair or delay the ability of the Company to consummate the Transactions or to perform its obligations under this Agreement; or (b) is materially adverse to the Business, assets (whether tangible or intangible), condition (financial or otherwise), operations or capitalization of the Company, taken as a whole; provided, that none of the following to the extent resulting or arising from the following shall be taken into account in determining whether there has been, is or would reasonably be expected to be a Material Adverse Effect: (i) the execution and delivery of this Agreement (provided that this clause (i) shall not apply to any representation or warranty the purpose of such representation or warranty is to address the consequences resulting from the execution and delivery of this Agreement); (ii) any changes generally in the industries in which the Company participates, or general economic conditions or financial markets; (iii) any act of God, any act of terrorism, war or other armed hostilities, any regional, national or international calamity, or the continuation or worsening of the COVID-19 pandemic; (iv) any failure by the Company to meet any projections, budgets or estimates of revenue or earnings (it being understood that the facts giving rise to such failure may be taken into account in determining whether there has been a Material Adverse Effect (except to the extent such facts are otherwise excluded from being taken into account by this proviso)); (v) any changes in any applicable Legal Requirements or GAAP (or other applicable accounting standards); and (vi) any changes in general U.S. or global economic conditions, including any changes affecting financial, credit, foreign exchange or capital market conditions; provided that with respect to the exceptions set forth in clauses (ii), (iii), (v) and (vi) in the event that such fact, state of facts, condition, change, circumstance, development, occurrence, event or effect has had a disproportionate effect on the Company relative to other companies operating in the industry or industries in which the Company operates, then the incremental effect of such fact, state of facts, condition, change, circumstance, development, occurrence, event or effect shall be taken into account for the purpose of determining whether a Material Adverse Effect exists or would reasonably be expected to occur.

“Merger Consideration” means the consideration to be paid by Parent to the Company Equityholders under this Agreement.

“Non-Employee Option” means a Company Vested Option other than an Employee Option.

“Non-Employee SAR” means each Company Vested SAR which is not an Employee SAR.

“ordinary course of business” or “ordinary course” or any similar phrase will describe any action taken by a Person if:

(a)such action is consistent with the past practices of such Person and is taken in the ordinary course of the normal operations of such Person;

(b)such action is not required to be authorized by the board of directors of such Person (or by any Person or group of Persons exercising similar authority) and is not required to be authorized by the parent company (if any) of such Person; and

(c)such action is similar in nature and magnitude to actions customarily taken, without any authorization by the board of directors (or by any Person or group of Person exercising similar authority), in the ordinary course of the normal operations of other Persons that are in the same line of business as such Person.

“Organizational Documents” means the certificate of incorporation and bylaws, or equivalent governing documents, including all amendments thereto, of the applicable Entity.

“Owned Real Property” means all real property owned in fee by the Company, including all rights, easements, and privileges appertaining or relating thereto, all buildings, fixtures, and improvements located thereon, and all facilities thereon, if any.

“Pandemic Response Laws” means the CARES Act, the Families First Coronavirus Response Act, the Payroll Tax Executive Order, and any other similar or additional federal, state, local, or foreign Legal Requirements, or administrative guidance intended to benefit taxpayers in response to the COVID-19 pandemic and associated economic downturn.

“Parachute Payment Waiver” means, with respect to any Person, a written agreement waiving such Person’s right to receive any “parachute payments” (within the meaning of Section 280G of the Code and the Treasury Regulations promulgated thereunder) solely to the extent required to avoid the imposition of a Tax by virtue of the operation of Section 280G of the Code and to accept in substitution therefor the right to receive such payments only if approved by the stockholders of the Company in a manner that complies with Section 280G(b)(5)(B) of the Code and the regulations promulgated thereunder.

“Parent SEC Documents” means all forms, documents and reports required to be filed or furnished by Parent with the SEC since Parent’s initial public offering.

“Payroll Tax Executive Order” means the Presidential Memorandum on Deferring Payroll Tax Obligations in Light of the Ongoing COVID-19 Disaster, as issued on August 8, 2020 and including any administrative or other guidance published with respect thereto by any Governmental Body (including IRS Notice 2020-65).

“Permits” means all licenses, permits, franchises, approvals, authorizations, consents, or orders of, or filings with, any Governmental Body, whether foreign, federal, state, or local, or any other Person, necessary or desirable for the past, present, or anticipated conduct of, or relating to the operation of, the Business.

“Permitted Encumbrances” means (a) any restriction on transfer arising under applicable securities Legal Requirements; (b) Encumbrances for Taxes not yet due and payable, or for Taxes being contested in good faith for which adequate reserves have been established in accordance with GAAP; and (c) mechanics’, carriers’, workers’, repairers’, and similar Encumbrances arising or incurred in the ordinary course of business that are not yet due and payable and that are not, individually or in the aggregate, material to the business, operations, and financial condition of the Company.

“Person” means any individual, Entity, or Governmental Body.

“Personal Information” means any and all information that (i) identifies, relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular individual, or (ii) any other information defined as “personal data,” “personally identifiable information,” “personal information,” or similar designation under applicable Legal Requirements.

“Plan” means (a) each “employee benefit plan” (as such term is defined in Section 3(3) of ERISA, whether or not subject to ERISA); (b) each employment, consulting, non-competition, non-disclosure, non-solicitation, severance, termination, pension, retirement, supplemental retirement, excess benefit, profit sharing, bonus, incentive, profit sharing, deferred compensation, retention, transaction, change in control, or similar plan, program, arrangement, agreement, policy, or commitment; (c) each compensatory stock option, stock purchase, phantom stock, restricted stock, stock unit, performance stock, stock appreciation, deferred stock, or other equity or equity-linked plan, program, arrangement, agreement, policy, or commitment; and (d) each savings, life, health, disability, accident, medical, dental, vision, cafeteria, insurance, flex spending, adoption/dependent/employee assistance, tuition, vacation, paid-time-off, other welfare fringe benefit, and each other compensation or benefit plan, program, arrangement, agreement, policy, or commitment and any trust, escrow, funding, insurance, or other agreement related to any of the foregoing.

“Post-Closing Merger Consideration” means an amount equal to the sum of (a) the amount, if any, of the Securityholder Representative Reserve that the Securityholder Representative authorizes to be released for payment to the Company Equityholders pursuant to the terms of this Agreement, plus (b) the amount, if any, of the Adjustment Escrow Amount or the Indemnity Escrow Amount that the Securityholder Representative and Parent authorize to be released from the balance of the Adjustment Escrow Amount or Indemnity Escrow Amount (as applicable) to the Company Equityholders pursuant to the terms of this Agreement and the Escrow Agreement, plus (c) the Excess Amount, if any, that is payable to the Company Equityholders pursuant to the terms of this Agreement.

“PPP Loan” means the PPP loan provided to the Company by JPMorgan Chase for the principal amount of $312,312.00.

“Partnership Tax Audit Rules” means Sections 6221 through 6241 of the Code as amended by the Bipartisan Budget Act of 2015, H.R. 1314, Public Law Number 114-74, together with any administrative guidance issued thereunder or successor provisions, and any similar provision of state or local Tax Legal Requirements.

“Pre-Closing Tax Period” means any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such taxable year or period ending at the close of business on the Closing Date.

“Pre-Closing Taxes” means (a) any Liability for Taxes of the Company, and any Taxes that the Company is or was required to withhold, attributable to a Pre-Closing Tax Period (including, for the avoidance of doubt, Deferred Payroll Taxes, Taxes imposed on income includible by the Company under Sections 951, 951A, or 965 of the Code, and Taxes attributable to deferred revenue received on or before the Closing Date, whenever incurred); (b) any Liability for Taxes of any Company Securityholder (including capital gains Taxes arising as a result of the Transactions) or any of their Affiliates (excluding the Company) for any Tax period; (c) any Liability for Taxes attributable to any breach or inaccuracy of any representation made by the Company in this Agreement or any failure to comply with any covenant or agreement in this Agreement by the Company, the Securityholder Representative, or the Company Securityholders (including any obligation to cause the Company to take, or refrain from taking, any action under this Agreement); (d) any Liability for Taxes of another Person for which the Company (or any predecessor of the Company) is held liable under Treasury Regulations Section 1.1502-6 (or any similar provision of U.S. state or local or non-U.S. Legal Requirements), as a transferee or successor, by Contract, by Legal Requirement, or otherwise, in each case which Taxes (i) result from any event or transaction occurring on or prior to the Closing Date or (ii) are imposed by reason of being a member of a consolidated, affiliated, combined, or unitary group for Tax purposes at any time on or before the Closing Date; (e) any Liability for Taxes imposed on or payable by third parties with respect to which the Company has an obligation to indemnify such third party in accordance with a transaction consummated on or before the Closing; and (f) any Taxes attributable to the Transactions (including, for the avoidance of doubt, Transaction Payroll Taxes, Transfer Taxes, and withholding Taxes imposed on or with respect to the Company or the Company Securityholders resulting from the Transactions). For the avoidance of doubt, (i) references to “Taxes” in this definition will be deemed to include amounts that would have constituted “Taxes” but for the set-off or other utilization of any loss, deduction, credit, or other Tax benefit or asset generated in or with respect to a taxable period (or portion thereof) that begins after the Closing Date, and (ii) the amount of Pre-Closing Taxes shall not be less than zero with respect to any Tax jurisdiction.

“Pro Rata Percentage” means, with respect to each Company Equityholder, a percentage equal to the quotient of (a) the Merger Consideration to which such Company Equityholder is entitled pursuant to the Closing Consideration Schedule divided by (b) the Merger Consideration.

“Process” or “Processing” or “Processed” means any operation or set of operations, with respect to data, whether or not by automated means, such as access, acquisition, collection, use, recording, organization, structuring, adaptation, alteration, retrieval, combination, erasure, storage, retention, sharing, distribution, transfer, disclosure, destruction, disposal, security, protection or any other processing (as defined by applicable Information Privacy and Security Laws) of any Personal Information, sensitive information, proprietary information or confidential information (whether in electronic or any other form or medium).

“Products” means all products (including software programs and applications), Technologies, and services (including online services, websites and Internet domain names and social media accounts) made available, marketed, published, distributed, offered online, offered for sale, sold, leased, loaned, or licensed by or on behalf of the Company, at any time prior to the Closing (including through resellers and other channel partners), all updates, upgrades, new features and new versions to any of the foregoing and any related documentation, from which the Company has derived within the three years preceding the date hereof, is currently deriving or is scheduled to derive, revenue from the sale, license, maintenance or other provision thereof, and any of the foregoing currently under development by or on behalf of the Company.

“Purchase Price” means $140,000,000.

“Regulations” means any laws, statutes, ordinances, regulations, rules, notice requirements, court decisions, agency guidelines, principles of law, and orders of any foreign, federal, state, or local government and any other governmental department, ministry, or agency, including Environmental Laws, energy, motor vehicle safety, public utility, zoning, building and health codes, and occupational safety and health laws, and laws respecting employment practices, employee documentation, terms and conditions of employment, and wages and hours.

“Related Party” means, with respect to any Person, (a) each securityholder who holds more than 1% of such Person; (b) each individual who is, or who has at any time since inception been, an officer, director, or employee of such Person or any subsidiary of such Person; (c) each member of the immediate family of each of the individuals referred to in clauses (a), (b), and (c) above; and (d) any trust or other Entity (other than the Company, if the relevant Person is the Company) in which any one of the Persons referred to in clauses (a), (b), and (c) above holds (or in which more than one of such Persons collectively hold), beneficially or otherwise, a material voting, proprietary, or equity interest.

“Representatives” means officers, directors, managers, principal, employees, agents, attorneys, accountants, advisors, and other representatives.

“Requisite Stockholders” means Company Stockholders representing (a) at least a majority of the then-outstanding shares of Company Capital Stock entitled to vote, voting together as a single class on an As-Converted Basis, and (b) at least a majority of the then-outstanding shares of Company Preferred Stock, voting together as a single class on an As-Converted Basis.

“Restricted Cash” means all cash of the Company that is not freely usable because such cash is subject to restrictions or limitations on use or dividend, or Taxes imposed on dividends thereof.

“R&W Insurance Policy” means that certain buyer’s side representation and warranty insurance policy purchased by Parent as issued by AIG Specialty Insurance Company (the “R&W Insurer”), that provides coverage for the representations and warranties of the Company contained in this Agreement and under which the R&W Insurer shall not have any rights of subrogation against any of the Company Securityholders except in the case of Fraud. 50% of the premiums and charges, including underwriting and broker fees, due and owing thereunder will be paid by the Company and treated as a Company Transaction Expense pursuant to this Agreement. 50% of the premiums and charges, including underwriting and broker fees, due and owing thereunder will be paid by Parent.

“Securities Act” means the Securities Act of 1933 and the rules and regulations promulgated thereunder.

“Securityholder Representative Reserve” means $150,000, intended to defray the costs and expenses incurred by the Securityholder Representative in connection with its obligations under this Agreement and the applicable Ancillary Agreements.

“Service Provider” means any employee, consultant, independent contractor, advisor, officer, manager, director or other individual service provider of the Company.

“Straddle Period” means any taxable period beginning before or on the Closing Date and ending after the Closing Date.

“Subsidiary” means any Entity of which the Company directly or indirectly owns or purports to own, beneficially or of record, (a) an amount of voting securities of or other interests in such Entity that is sufficient to enable the Company, directly or indirectly, to elect at least a majority of the members of such Entity’s board of directors or other governing body or (b) at least 50% of the outstanding equity, voting, beneficial, or financial interests in such Entity.

“Tangible Personal Property” means all computer equipment and other furniture, equipment, and other tangible personal property used in the Business, including any such furniture, equipment, or other tangible personal property used by the Company pursuant to a license, lease, or similar right.

“Target Working Capital” means $(944,826.28).

“Tax” means any (a) U.S. federal, state, or local or non-U.S. tax, charge, duty, fee, levy, or other assessment, including income, gross income, gross receipts, production, excise, sales, use, transfer, ad valorem, profits, license, capital stock, franchise, severance, stamp, withholding, Social Security, employment, unemployment, disability, worker’s compensation, payroll, utility, windfall profit, custom duties, personal property, real property, escheat, unclaimed property, unincorporated business, capital, general corporate, environmental (including taxes under Code Section 59A), occupation, recording, gains, premium, privilege, registration, value-added, alternative, add-on, minimum, estimated, and other taxes, or like charges of any kind whatsoever, whether disputed or not, and including any interest, penalties, or additions to tax, imposed by any Governmental Body and (b) Liability for amounts described under clause (a) above under Treasury Regulations Section 1.1502-6 (or any similar provision of U.S. federal, state, or local or non-U.S. Legal Requirement), as a result of transferee or successor Liability, by Contract (excluding liability for Taxes under a Commercial Tax Agreement), by Legal Requirement, or otherwise.

“Tax Authority” means any Governmental Body having or purporting to exercise jurisdiction with respect to any Tax.

“Tax Contest” means any action, audit, claim, court proceeding, dispute, inquiry, investigation, suit, or other proceeding with respect to Taxes of the Company.

“Tax Representations” means the representations and warranties set forth in Section 3.23 (Tax Matters).

“Tax Return” means any return (including any information return), report, statement, declaration, estimate, schedule, notice, notification, form, election, claim for refund, certificate, or other document or information (including any schedule or attachment thereto and any amendment thereof) filed with or submitted to, or required to be filed with or submitted to, any Governmental Body, or provided or required to be provided to any Person, in connection with the determination, assessment, collection, or payment of any Tax or in connection with the administration, implementation, or enforcement of or compliance with any Legal Requirement relating to any Tax.

“Transaction Payroll Taxes” means the employer’s portion of any employment, payroll or similar Taxes with respect to any bonuses, payments with respect to Company Options, Company SARs, Company Vested RSA Shares, severance, change-in-control or other compensatory payments in connection with the Transactions paid at, prior to, or following the Closing Date, whether payable by Parent, the Company or any of their respective Affiliates.

“Transactions” means the Merger and the other transactions contemplated by this Agreement.

“Transfer Taxes” means any transfer, stamp, documentary, sales, use, registration, recording, mortgage, filing, conveyance, value added, goods and services, harmonized sales, indirect capital gains, and other similar Taxes payable as a result of or in connection with the Transactions.

“Treasury Regulations” means the U.S. Department of Treasury’s tax regulations issued under the Code.

“Working Capital” means (a) the Company’s total current assets less (b) the Company’s total current liabilities (including accrued liabilities), in each case as determined in accordance with GAAP. For purposes of calculating the Estimated Closing Working Capital and Closing Working Capital, (i) the Company’s current assets shall exclude all cash, cash equivalents, Restricted Cash and Tax assets, and (ii) the Company’s current liabilities shall exclude all Tax Liabilities, all Indebtedness included in the final calculation of the Closing Indebtedness and any Company Transaction Expenses included in the final calculation of Closing Transaction Expenses.

The following terms will have the meanings defined for such terms in the Sections set forth below:

Article X.
MISCELLANEOUS

1.1Notices. Any notice or other communication required or permitted to be delivered to any party under this Agreement shall be in writing and shall be deemed properly delivered, given and received (a) upon receipt when delivered by hand, (b) upon transmission, if sent by electronic mail transmission, or (c) one Business Day after being sent by courier or express delivery service; provided, that in each case the notice or other communication is sent to the address or electronic mail address set forth beneath the name of such party below (or to such other address or electronic mail address as such party shall have specified in a written notice given to the other parties hereto):

If to the Company (before the Closing), addressed to:

Tagger Media, Inc.
2001 Wilshire Blvd., Suite 301
Santa Monica, CA 90403
Attn: Peter Kennedy, David Dickman, Dennis Lin
Email: peter@taggermedia.com, dave@taggermedia.com, dennis@taggermedia.com

Husch Blackwell LLP
4801 Main St., #1000
Kansas City, MO 64112

Attn: Edward V. Wilson
Email: edward.wilson@huschblackwell.com

If to the Securityholder Representative, addressed to:

Shareholder Representative Services LLC

950 17th Street, Suite 1400

Denver, CO 80202

Attention: Managing Director

Telephone: (303) 648-4085

Email: deals@srsacquiom.com

If to Parent, Merger Sub, or the Surviving Corporation, addressed to:

c/o Sprout Social, Inc.

131 South Dearborn Street, Suite 700

Chicago, IL 60603

Attention: Heidi Jonas, General Counsel

Email: heidi@sproutsocial.com

Cooley LLP

110 N. Wacker Drive, Suite 4200

Chicago, IL 60606

Attention: Erin Kirchner

Email: EKirchner@cooley.com

1.2Rules of Construction and References.

(a)All article, section, schedule, exhibit, and annex references used in this Agreement are to articles, sections, schedules, exhibits, and annexes to this Agreement unless otherwise specified. The schedules, exhibits, and annexes attached to this Agreement constitute a part of this Agreement and are incorporated in this Agreement for all purposes.

(b)If a term is defined as one part of speech (such as a noun), it will have a corresponding meaning when used as another part of speech (such as a verb). Unless indicated otherwise, terms defined in the singular have the corresponding meanings in the plural, and vice versa. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender will include the feminine and neutral genders, and vice versa. The term “includes” or “including”, when used in this Agreement, means “including without limitation.” The words “hereof,” “hereto,” “hereby,” “herein,” “hereunder,” and words of similar import, when used in this Agreement, will refer to this Agreement as a whole and not to any particular section or article in which such words appear. Unless otherwise stated, any reference in this Agreement to any Person will be construed to include such Person’s successors and assigns.

(c)Except as otherwise expressly provided in this Agreement, all references to “Dollars” or “$” will be deemed references to the lawful money of the United States of America.

(d)References to any statute, rule, or regulation are to the statute, rule, or regulation as amended, modified, supplemented, or replaced from time to time (and, in the case of statutes, include any rules and regulations promulgated under said statutes) and to any section of any statute, rule, or regulation including any successor to said section; provided, that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, references to any statute, rule, or regulation will be deemed to refer to such statute, rule, or regulation, as amended (and, in the case of statutes, any rules and regulations promulgated under said statutes), in each case, as of such date.

(e)All terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant to this Agreement, unless otherwise defined therein.

(f)Whenever this Agreement refers to a number of days, such number will refer to calendar days unless Business Days are specified. Whenever any action must be taken under this Agreement on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day.

(g)All accounting terms used in this Agreement and not expressly defined in this Agreement will have the meanings given to them under GAAP.

(h)The use of “or” is not intended to be exclusive unless expressly indicated otherwise.

(i)Subject to Section 10.1, any reference to any notice or other communication received “in writing” will be deemed to include any written notice or communication, including any notice or communication by mail or other means of physical delivery, electronic mail, or any other means of written communication.

1.3Titles. The table of contents, titles, captions, or headings of the Articles and Sections in this Agreement are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

1.4Entire Agreement. This Agreement, including the Exhibits and Schedules to this Agreement, the Disclosure Schedule, and the other agreements, documents, and written understandings referred to in this Agreement or otherwise entered into or delivered by the parties to this Agreement on the date of this Agreement (including the Ancillary Agreements) constitute the entire agreement and understanding and supersede all other prior covenants, agreements (including any letters of intent between the parties), undertakings, obligations, promises, arrangements, communications, representations, and warranties, whether oral or written, by any party to this Agreement; provided, that the provisions of the NDA will survive the termination of this Agreement and remain in effect pursuant to its terms even if the Closing does not occur. There are no covenants, agreements, undertakings, or obligations with respect to the subject matter of this Agreement other than those expressly set forth or referred to in this Agreement or in other agreements, documents, and written understandings entered into or delivered by the parties to this Agreement on the date of this Agreement, and no representations or warranties of any kind or nature whatsoever, express or implied, including any implied warranties of merchantability or fitness for a particular purpose, are made or will be deemed to be made in this Agreement by the parties to this Agreement except those expressly made in this Agreement and the Ancillary Agreements.

1.5Assignment. Neither this Agreement nor any of the rights or obligations under this Agreement may be assigned by the Company without the prior written consent of Parent. Parent and Merger Sub may, without the consent of the Company, assign all or any portion of their rights and obligations under this Agreement.

1.6Amendment or Modification. This Agreement may not be amended, supplemented or modified except in an instrument in writing signed by Parent, the Company, and the Securityholder Representative. No waiver of this Agreement will be binding unless executed in writing by the party granting such waiver. For the purposes of this Section 10.6, any amendment, supplement, modification, or waiver of this Agreement signed by the Company (if before Closing) or the Securityholder Representative (if after Closing) will be binding upon and effective against the Company Equityholders whether or not they have signed such amendment, modification, or waiver.

1.7Waiver. Except where a specific period for action or inaction is provided in this Agreement, neither the failure nor any delay on the part of any party in exercising any right, power, or privilege under this Agreement or the documents referred to in this Agreement will operate as a waiver thereof, nor will any waiver on the part of any party of any such right, power, or privilege, nor any single or partial exercise of any such right, power, or privilege, preclude any other or further exercise thereof or the exercise of any other such right, power, or privilege. The failure of a party to exercise any right conferred in this Agreement within the time required will cause such right to terminate with respect to the transaction or circumstances giving rise to such right, but not to any such right arising as a result of any other transactions or circumstances.

1.8Severability. If any term or other provision of this Agreement is invalid, illegal, or incapable of being enforced as a result of any rule of law or public policy, all other terms and other provisions of this Agreement will nevertheless remain in full force and effect so long as the economic or legal substance of the Transactions is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal, or incapable of being enforced, the parties to this Agreement will negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the Transactions are fulfilled to the greatest extent possible.

1.9Burden and Benefit. This Agreement will be binding upon and will inure to the benefit of the parties to this Agreement and their respective successors and permitted assigns. This Agreement and all of its conditions and provisions are for the sole and exclusive benefit of the parties to this Agreement and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to confer upon any Person other than the parties to this Agreement any rights or remedies of any nature whatsoever under or by reason of this Agreement or any provision of this Agreement; provided, however, that (a) any Person that is not a party to this Agreement but, by the terms of Section 5.12 or Article VII, is entitled to indemnification, will be considered a third-party beneficiary of this Agreement, with full rights of enforcement as though such Person was a signatory to this Agreement, and (b) Husch Blackwell shall be considered a beneficiary of this Agreement for purposes of Section 5.13 only.

1.10Governing Law. This Agreement (and any claim or controversy arising out of or relating to this Agreement, including tort claims) will be governed by the laws of the State of Delaware without regard to conflict of law principles that would result in the application of any laws other than the laws of the State of Delaware.

1.11Consent to Jurisdiction. Each party to this Agreement irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Chancery Court of the State of Delaware and any state appellate court therefrom within the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), in any action or proceeding arising out of or relating to this Agreement or the agreements delivered in connection herewith or the Transactions or the agreements delivered in connection herewith or for recognition or enforcement of any judgment relating thereto, and each of the parties hereto irrevocably and unconditionally (a) agrees not to commence any such action or proceeding except in such courts, (b) agrees that any claim in respect of any such action or proceeding may be heard and determined in such courts, (c) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such action or proceeding in any such courts, and (d) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courts. Each of the parties to this Agreement agrees that a final judgment in any such action or proceeding will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Legal Requirements. Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 10.1. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by applicable Legal Requirements.

1.12Waiver of Trial by Jury. EACH PARTY TO THIS AGREEMENT ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (C) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.12.

1.13Specific Performance. Each of the parties to this Agreement acknowledges and agrees that the other parties hereto would be damaged irreparably, and in a manner for which monetary damages would not be an adequate remedy, in the event any of the provisions of this Agreement are not performed in accordance with its specific terms or otherwise are breached. Accordingly, each of the parties to this Agreement agrees that the other parties hereto will be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions of this Agreement in any action instituted in any court of the United States or any state thereof having jurisdiction over the parties hereto and the matter, in addition to any other remedy to which they may be entitled, at law or in equity.

1.14Cumulative Remedies. All rights and remedies of either party to this Agreement are cumulative of each other and of every other right or remedy such party may otherwise have at law or in equity, and the exercise of one or more rights or remedies will not prejudice or impair the concurrent or subsequent exercise of other rights or remedies.

1.15Expenses. Except as otherwise expressly provided in this Agreement, whether or not the Transactions are consummated, all costs and expenses incurred in connection with this Agreement and the Transactions will be paid by the party incurring such expenses.

1.16Representation by Counsel. Each party to this Agreement represents and agrees with each other that it has been represented by or had the opportunity to be represented by independent counsel of its own choosing, that it has had the full right and opportunity to consult with its respective attorney(s), that to the extent, if any, that it desired, it availed itself of this right and opportunity, that it or its authorized officers (as the case may be) have carefully read and fully understand this Agreement in its entirety and have had it fully explained to them by such party’s respective counsel, that it is fully aware of the contents thereof and its meaning, intent, and legal effect, and that it or its authorized officer (as the case may be) is competent to execute this Agreement and has executed this Agreement free from coercion, duress, or undue influence. Each party waives the application of any Legal Requirement, regulation, holding, or rule of construction providing that ambiguities in any agreement or other document will be construed against the party drafting such agreement or document.

1.17Execution and Counterparts. This Agreement may be executed in one or more counterparts, each of which when executed will be deemed an original and all of which together will constitute one and the same instrument. The parties agree that this Agreement will be legally binding upon the electronic transmission, including by email, by each party of a signed signature page to this Agreement to the other party.

1.18Appointment of the Securityholder Representative.

(a)Upon execution of the Written Consent, a Transmittal Letter, an Award Treatment Agreement or a Joinder Agreement (as applicable), and by receiving the benefits thereof, including any consideration payable hereunder, each Company Equityholder will be deemed to have constituted and appointed, effective as of Closing, Shareholder Representative Services LLC as the representative, agent and attorney-in-fact for and on behalf of each Company Equityholder to act as the Securityholder Representative for all purposes in connection with this Agreement and the Ancillary Agreements. In the event of the resignation, removal, dissolution, liquidation, bankruptcy, death, or incapacity of the Securityholder Representative, the Company Equityholders will promptly appoint a successor Securityholder Representative (and in any event within ten Business Days of such vacancy), and such appointment will become effective as to any such successor when a copy of such instrument will have been delivered to Parent. The Company Equityholders holding a majority of the Company Capital Stock (on an As-Converted Basis) outstanding immediately before the Effective Time will have the right to remove a Securityholder Representative and to appoint a successor Securityholder Representative. The Securityholder Representative will have full power and authority to represent all of the Company Equityholders and their successors with respect to all matters arising under and in connection with this Agreement and the Ancillary Agreements, and all actions taken by the Securityholder Representative under this Agreement and the Ancillary Agreements will be binding upon all such Company Equityholders as if expressly confirmed and ratified in writing by each of them, and no Company Equityholders will have the right to object, dissent, protest, or otherwise contest the same. As of the Closing, the Securityholder Representative will have the authority to take any and all actions that it believes are necessary or appropriate under this Agreement for and on behalf of the Company Equityholders as if the Company Equityholders were acting on their own behalf, including giving and receiving any notice or instruction permitted or required under this Agreement by the Securityholder Representative or any Company Equityholders, interpreting all of the terms and provisions of this Agreement, authorizing payments to be made with respect to this Agreement, defending all claims for indemnification against the Company Equityholders in accordance with Section 7.2(a), consenting to, compromising, or settling all indemnification claims, conducting negotiations with Parent and its agents regarding such claims, dealing with Parent under this Agreement with respect to all matters arising under this Agreement, taking any and all other actions specified in or contemplated by this Agreement, and engaging counsel, accountants, or other agents in connection with the foregoing matters. Without limiting the generality of the foregoing, the Securityholder Representative will, as of the Closing have full power and authority to interpret all the terms and provisions of this Agreement and to consent to any amendment of this Agreement or thereof on behalf of all of the Company Equityholders.

(b)Without limiting the generality of the foregoing, the Securityholder Representative has been duly authorized by the Company Equityholders, for or on behalf of each Company Equityholder as of the Closing, to:

(i)take all actions required by, and exercise all rights granted to, the Securityholder Representative in this Agreement;

(ii)receive all notices or other documents given or to be given to the Company Equityholders by Parent or Merger Sub in accordance with this Agreement;

(iii)receive and accept service of legal process in connection with any claim or other proceeding against the Company Equityholders arising under this Agreement;

(iv)undertake, compromise, defend, and settle any such suit or proceeding on behalf of the Company Equityholders arising under this Agreement (including under Article VII);

(v)execute and deliver all agreements, certificates, and documents required or deemed appropriate by the Securityholder Representative in connection with any of the Transactions;

(vi)engage special counsel, accountants, and other advisors and incur such other expenses in connection with any of the Transactions;

(vii)work with Parent to resolve any issues relating to the determination and final accounting of Working Capital and the Adjustment Amount; and

(viii)take such other action as the Securityholder Representative may deem appropriate, including:

(A)agreeing to any modification or amendment of or waiver with respect to this Agreement and executing and delivering an agreement of such modification or amendment or waiver; and

(B)all such other matters as the Securityholder Representative may deem necessary or appropriate to carry out the intents and purposes of this Agreement.

(c)The Securityholder Representative will incur no liability in connection with its services pursuant to this Agreement and any related agreements except to the extent resulting from its Fraud, gross negligence or willful misconduct. The Company Equityholders shall indemnify the Securityholder Representative against any reasonable, documented, and out-of-pocket losses, liabilities and expenses (“Representative Losses”) arising out of or in connection with this Agreement and any related agreements, in each case as such Representative Loss is suffered or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been caused by the Fraud, gross negligence, or willful misconduct of the Securityholder Representative, the Securityholder Representative will reimburse the Company Equityholders the amount of such indemnified Representative Loss to the extent attributable to such Fraud, gross negligence, or willful misconduct. Representative Losses may be recovered by the Securityholder Representative from (i) the funds in the Securityholder Representative Reserve and (ii) any other funds that become payable to the Company Equityholders under this Agreement at such time as such amounts would otherwise be distributable to the Company Equityholders; provided, that while the Securityholder Representative may be paid from the aforementioned sources of funds, this does not relieve the Company Equityholders from their obligation to promptly pay such Representative Losses as they are suffered or incurred. In no event will the Securityholder Representative be required to advance its own funds on behalf of the Company Equityholders or otherwise. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties otherwise applicable to, the Company Equityholders set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Securityholder Representative hereunder. The foregoing indemnities will survive the Closing, the resignation or removal of the Securityholder Representative or the termination of this Agreement.

(d)Without limiting the generality of this Section 10.18, the Company Equityholders agree that the Securityholder Representative will act as representative of the Company Equityholders for all purposes under Article VII. Parent agrees that any claim for indemnification made by any of the Company Indemnified Parties under this Agreement will be made exclusively through the Securityholder Representative acting on behalf of the Company Equityholders (and the Company Equityholders agree that any such claim against the Company Equityholders by a Company Indemnified Party may be made by providing notice of such claim to the Securityholder Representative); provided, however, that Parent shall pursue claims for indemnification under clauses (ii) or (iv) of Section 7.2(a) directly against the applicable Responsible Indemnifying Party pursuant to the Section 7.2(a)(C).

(e)The Securityholder Representative is appointed and constituted the true and lawful attorney-in-fact of each Company Equityholder, with full power in his, her, or its name and on his, her, or its behalf to act according to the terms of this Agreement and in general to do all things and to perform all acts reasonably necessary in connection with the exercise of the authorities conferred upon the Securityholder Representative under this Section 10.18. This power of attorney and all authority conferred is granted and will be irrevocable and will not be terminated by any act of any Company Equityholder, by operation of law (whether by such Company Equityholder’s death, disability, or protective supervision) or any other event. Without limiting the foregoing, this power of attorney is to ensure the performance of a special obligation, and, accordingly, each Company Equityholder renounces its, his, or her right to renounce this power of attorney unilaterally before the complete distribution of the Post-Closing Merger Consideration. Each Company Equityholder waives any and all defenses that may be available to contest, negate, or disaffirm the action of the Securityholder Representative taken in good faith under this Agreement. Notwithstanding the power of attorney granted in this Section 10.18, no agreement, instrument, acknowledgement, or other act or document will be ineffective by reason only of the Company Equityholders having signed or given such directly instead of the Securityholder Representative.

1.19Setoff. In addition to any rights of setoff or other similar rights that an Indemnified Party may have at common law or otherwise, such Indemnified Party will have the right to withhold and deduct any sum that may be owed to such Indemnified Party (including pursuant to Section 5.6 or Article VII) from any amount otherwise payable by such Indemnified Party to any Indemnifying Party (including any Post-Closing Merger Consideration).

[Signature Page Follows]

    Title: President

By:    /s/ David Dickman    

    Name: David Dickman

    Title: Chief Executive Officer

By:    /s/ Sam Riffe    

    Name: Sam Riffe    

dated as of August 1, 2023,

among

SPROUT SOCIAL, INC.,
as the Borrower,

and

MUFG BANK, LTD.,
as Administrative Agent, Issuing Bank, Swingline Lender, and a Lender

Schedule 1.1A:        Commitments

Exhibit A:        Form of Compliance Certificate

Exhibit B:        Form of Secretary’s/Managing Member’s Certificate

Exhibit C:        Form of Solvency Certificate

Exhibit D:        Form of Assignment and Assumption

Exhibits E-1 – E-4:    Forms of U.S. Tax Compliance Certificate

Exhibit F-1:        Form of Revolving Loan Note

Exhibit F-2:        Form of Swingline Loan Note

Exhibit G:        Form of Notice of Borrowing

Exhibit H:        Form of Notice of Conversion/Continuation

THIS CREDIT AGREEMENT (this “Agreement”), dated as of August 1, 2023, is entered into by and among SPROUT SOCIAL, INC., a Delaware corporation (the “Borrower”), the banks and other financial institutions or entities from time to time party to this Agreement (each a “Lender” and, collectively, the “Lenders”), MUFG BANK, LTD. (“MUFG”), as the Issuing Bank and the Swingline Lender, and MUFG, as administrative agent and collateral agent for the Lenders (in such capacities, together with any successors and assigns in such capacities, the “Administrative Agent”).

WHEREAS, the Borrower desires to obtain financing for working capital financing and financing for other general corporate purposes permitted pursuant to the terms of this Agreement;

WHEREAS, the Lenders have agreed to extend a revolving loan facility to the Borrower, upon the terms and conditions specified in this Agreement, in an aggregate principal amount not to exceed $100,000,000 and a letter of credit sub-facility in the aggregate availability amount of $10,000,000 (as a sublimit of the revolving loan facility), and a swingline sub-facility in the aggregate availability amount of $10,000,000 (as a sublimit to the revolving loan facility);

WHEREAS, the Borrower has agreed to secure all of its Obligations by granting to the Administrative Agent, for the benefit of the Secured Parties, a first priority lien on substantially all of its assets subject to certain exclusions under the Loan Documents; and

WHEREAS, each of the Guarantors has agreed to guarantee the Obligations of the Borrower and to secure its respective Obligations in respect of such guarantee by granting to the Administrative Agent, for the benefit of the Secured Parties, a first priority lien on substantially all of its assets subject to certain exclusions under the Loan Documents.

NOW, THEREFORE, the parties hereto hereby agree as follows:

SECTION 1
DEFINITIONS

1.1Defined Terms. As used in this Agreement (including the recitals hereof), the terms listed in this Section 1.1 shall have the respective meanings set forth in this Section 1.1.

“ABR”: for any day, a rate per annum equal to the highest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus 0.50% and (c) the Adjusted Term SOFR for a 1 month tenor plus 1%; provided that, if ABR as so determined shall ever be less than the Floor, then ABR shall be deemed to be the Floor. Any change in the ABR due to a change in any of the Prime Rate, the Federal Funds Effective Rate or the Adjusted Term SOFR, as the case may be, shall be effective as of the opening of business on the effective day of the change in such rates.

“ABR Loans”: Loans, the rate of interest applicable to which is based upon the ABR.

“ABR Term SOFR Determination Day”: as defined in the definition of “Term SOFR”.

“Accommodation Payment”: as defined in Section 2.26(l).

“Acquired Company Recurring Revenue”: with respect to any Permitted Acquisition, the difference between (a) the Recurring Revenue of the Loan Parties as of the applicable Covenant Adjustment Date for the trailing 12 month period, determined on a Pro Forma Basis (including giving pro forma effect to such Permitted Acquisition), less (b) the Recurring Revenue of Loan Parties as of the applicable Covenant Adjustment Date for the trailing 12 month period, determined on a Pro Forma Basis (but excluding all Recurring Revenue of any Persons or assets acquired in such Permitted Acquisition).

“Acquired Company Recurring Revenue Certificate”: as defined in Section 6.1(b).

“Acquisition-Related Incremental Commitments”: as defined in Section 2.28.

“Adjusted Term SOFR”: for purposes of any calculation, the rate per annum equal to (a) Term SOFR for such calculation plus (b) the Term SOFR Adjustment; provided that if Adjusted Term SOFR as so determined shall ever be less than the Floor, then Adjusted Term SOFR shall be deemed to be equal to the Floor.

“Administrative Agent”: as defined in the preamble hereto.

“Administrative Borrower”: as defined in Section 2.26(m).

“Administrative Questionnaire”: an administrative questionnaire in a form supplied by the Administrative Agent.

“Affected Financial Institution”: (a) any EEA Financial Institution or (b) any UK Financial Institution.

“Affected Lender”: as defined in Section 2.23.

“Affiliate”: with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified; provided that, neither the Administrative Agent nor the Lenders shall be deemed Affiliates of the Loan Parties as a result of the exercise of their rights and remedies under the Loan Documents.

“Agent Parties”: as defined in Section 9.2(d)(ii).

“Aggregate Exposure”: with respect to any Lender at any time, an amount equal to the sum of (a) the amount of such Lender’s Revolving Commitment then in effect or, if the Revolving Commitments have been terminated, the amount of such Lender’s Revolving Extensions of Credit then outstanding, and (b) without duplication of clause (a), such Lender’s participation in L/C Obligations and Swingline Loans at such time.

“Agreement”: as defined in the preamble hereto.

“Agreement Currency”: as defined in Section 9.17.

“Allocable Amount”: as defined in Section 2.26(l).

“Alternative Currency”: Euro, together with each other currency (other than Dollars) that is approved in accordance with Section 1.7.

“Alternative Currency Equivalent”: at any time, with respect to any amount denominated in Dollars, the equivalent amount thereof in the applicable Alternative Currency as determined by the Administrative Agent or the Issuing Bank, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of such Alternative Currency with Dollars.

“Applicable Margin”: initially, the rates per annum corresponding to Level I in the tables below; provided that commencing on the first Business Day of the month following the date on which the Administrative Agent receives consolidated financial statements of the Group Members as contemplated by Section 5.1(b) together with Compliance Certificate in respect thereof as contemplated by Section 5.2(b), “Applicable Margin” shall mean the rate per annum set forth under the relevant column heading below:

The Applicable Margin shall be adjusted on the first Business Day of each quarter following the date on which the Administrative Agent receives consolidated financial statements of the Group Members as contemplated by Section 5.1(b) together with a Compliance Certificate as contemplated by Section 5.2(b) based on Liquidity on the last day of the most recent period for which financial statements have been delivered pursuant to Section 5.1(b). Notwithstanding the foregoing, (a) if the related Compliance Certificate required by Section 5.2(b) is not delivered by the respective date required thereunder after the end of any related fiscal quarter, the Applicable Margin shall be the rates corresponding to Level III in the foregoing tables until such financial statements and Compliance Certificate are delivered, and (b) no reduction to the Applicable Margin shall become effective at any time when an Event of Default has occurred and is continuing.

“Applicable Time”: with respect to any Credit Extension and payments in any Alternative Currency, the local time in the place of settlement for such Alternative Currency as may be determined by the Administrative Agent or the Issuing Bank, as the case may be, to be necessary for timely settlement on the relevant date in accordance with normal banking procedures in the place of payment.

“Approved Fund”: any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender, or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Assignment and Assumption”: an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 9.6), and accepted by the Administrative Agent, in substantially the form of Exhibit D or any other form approved by the Administrative Agent.

“Available Revolving Commitment”: at any time, an amount equal to (a)  the Total Revolving Commitments in effect at such time minus (b) the Dollar Equivalent of the aggregate undrawn amount of all outstanding Letters of Credit at such time, minus (c) the Dollar Equivalent of the aggregate amount of all L/C Disbursements that have not yet been reimbursed or converted into Revolving Loans or Swingline Loans at such time, minus (d) the aggregate principal balance of any Revolving Loans and Swingline Loans outstanding at such time.

“Available Revolving Increase Amount”: as of any date of determination, an amount equal to the result of (a) $25,000,000 minus (b) the aggregate principal amount of Increases to the Revolving Commitments previously made pursuant to Section 2.28 after the Closing Date.

“Available Tenor”: as of any date of determination and with respect to the then-current Benchmark, as applicable, (x) if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period (if applicable) pursuant to this Agreement or (y) otherwise, any payment period for interest calculated with reference to such Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark pursuant to this Agreement, in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” (if applicable) pursuant to Section 2.17(b)(iv).

“Bail-In Action”: the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

“Bail-In Legislation”: (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time to time that is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other Insolvency Proceedings).

“Bankruptcy Code”: Title 11 of the United States Code entitled “Bankruptcy.”

“Basel III”: (a) the agreements on capital requirements, a leverage ratio and liquidity standards contained in “Basel III: A global regulatory framework for more resilient banks and banking systems”, “Basel III: International framework for liquidity risk measurement, standards and monitoring” and “Guidance for national authorities operating the countercyclical capital buffer” published by the Basel Committee on Banking Supervision in December 2010, each as amended, supplemented or restated, (b) the rules for global systemically important banks contained in “Global systemically important banks: assessment methodology and the additional loss absorbency requirement – Rules text” published by the Basel Committee on Banking Supervision in November 2011, as amended, supplemented or restated, and (c) any further guidance or standards published by the Basel Committee on Banking Supervision relating to “Basel III”.

“Benchmark”: initially, with respect to any Term SOFR Borrowing, Term SOFR, or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.17(b)(i).

“Benchmark Replacement”: with respect to any Benchmark Transition Event, the first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date:

(a)     the sum of (i) Daily Simple SOFR and (ii) the related Benchmark Replacement Adjustment; or

(b)    the sum of: (i) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower giving due consideration to (A) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (B) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current Benchmark for Dollar-denominated syndicated credit facilities at such time and (ii) the related Benchmark Replacement Adjustment.

If the Benchmark Replacement as determined pursuant to clause (a) or (b) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.

“Benchmark Replacement Adjustment”: with respect to any replacement of the then current Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for Dollar-denominated syndicated credit facilities at such time.

“Benchmark Replacement Date”: the earliest to occur of the following events with respect to the then-current Benchmark:

(a) in the case of clause (a) or (b) of the definition of “Benchmark Transition Event,” the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or

(b) in the case of clause (c) of the definition of “Benchmark Transition Event”, the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative; provided that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date;

For the avoidance of doubt, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Event”: the occurrence of one or more of the following events with respect to the then-current Benchmark:

(a) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);

(b) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Board of Governors of the Federal Reserve System, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or

(c) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative.

For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Unavailability Period”: the period (if any) (x) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.17(b) and (y) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.17(b).

“Beneficial Ownership Certification”: a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation”: 31 C.F.R. § 1010.230.

“Benefit Plan”: any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

“Benefitted Lender”: as defined in Section 9.7(a).

“Blocked Person”: as defined in Section 6.22.

“Board”: the Board of Governors of the Federal Reserve System of the United States (or any successor).

“Borrower”: as defined in the preamble hereto.

“Borrowing”: a borrowing consisting of simultaneous Loans of the same Type and, in the case of a Term SOFR Borrowing, having the same Interest Period made by the Lenders.

“Borrowing Date”: any Business Day specified by the Borrower in a Notice of Borrowing as a date on which the Borrower requests the relevant Lenders to make Loans hereunder.

“Business”: as defined in Section 3.17(b).

“Business Day”: a day other than a Saturday, Sunday or other day on which commercial banks in the State of New York are authorized or required by law to close.

“Capital Lease Obligations”: as to any Person, the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP and, for the purposes of this Agreement, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP; provided, that for all purposes hereunder, any obligations of such Person that would have been treated as operating leases in accordance with Accounting Standards Codification 840 (regardless of whether or not then in effect) shall be treated as operating leases for purposes of all financial definitions, calculations and covenants, without giving effect to Accounting Standards Codification 842 requiring operating leases to be recharacterized or treated as capital leases.

“Capital Stock”: with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination provided that, convertible or exchangeable Indebtedness shall not constitute Capital Stock; it being agreed that any common stock or other equity securities into which any convertible or exchangeable Indebtedness is converted into or exchanged for shall constitute Capital Stock.

“Cash Collateralize”: to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more of the Issuing Banks or Lenders, as collateral for L/C Obligations or obligations of Lenders to fund participations in respect of L/C Obligations, cash or deposit account balances or, if the Administrative Agent and each applicable Issuing Bank shall agree in its sole discretion, other credit support, in each case pursuant to documentation in form and substance satisfactory to the Administrative Agent and each applicable Issuing Bank. “Cash Collateral” shall have a meaning analogous to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“Cash Equivalents”: (a) marketable direct obligations issued by, or unconditionally guaranteed by, the United States Government or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition; (b) certificates of deposit, time deposits, eurodollar time deposits or overnight bank deposits having maturities of 12 months or less from the date of acquisition issued by any Lender or by any commercial bank organized under the laws of the United States or any state thereof having combined capital and surplus of not less than $250,000,000; (c) commercial paper of an issuer rated at least A-1 by S&P or P-1 by Moody’s, or carrying an equivalent rating by a nationally recognized rating agency, if both of the 2 named rating agencies cease publishing ratings of commercial paper issuers generally, and maturing within 12 months from the date of acquisition; (d) repurchase obligations of any Lender or of any commercial bank satisfying the requirements of clause (b) of this definition, having a term of not more than 30 days, with respect to securities issued or fully guaranteed or insured by the United States government; (e) securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least A by S&P or A by Moody’s; (f) securities with maturities of 12 months or less from the date of acquisition backed by standby letters of credit issued by any Lender or any commercial bank satisfying the requirements of clause (b) of this definition; (g) money market mutual or similar funds that invest exclusively in assets satisfying the requirements of clauses (a) through (f) of this definition; (h) money market funds that (i) comply with the criteria set forth in SEC Rule 2a-7 under the Investment Company Act of 1940, as amended, (ii) are rated AAA by S&P and Aaa by Moody’s and (iii) have portfolio assets of at least $5,000,000,000; or (i) investments permitted by the Borrower’s board approved investment policy (x) as provided to the Administrative Agent prior to the Closing Date and (y) as approved from time to time by the Administrative Agent thereafter (such approval not to be unreasonably withheld, delayed or conditioned).

“Cash Management Agreement”: as defined in the definition of “Cash Management Services.”

“Cash Management Bank”: any Person that, at the time it enters into a Cash Management Agreement, is a Lender or an Affiliate of a Lender, in its capacity as a party to such Cash Management Agreement.

“Cash Management Services”: cash management and other services provided to one or more of the Loan Parties by a Cash Management Bank which may include treasury, depository, return items, overdraft, controlled disbursement, merchant store value cards, e-payables services, electronic funds transfer, interstate depository network, automatic clearing house transfer (including the Automated Clearing House processing of electronic funds transfers through the direct Federal Reserve Fedline

system), merchant services, direct deposit of payroll, business credit card (including so-called “purchase cards”, “procurement cards” or “p-cards”), credit card processing services, debit cards, stored value cards, and check cashing services identified in such Cash Management Bank’s various cash management services or other similar agreements (each, a “Cash Management Agreement”).

“Casualty Event”: any damage to or any destruction of, or any condemnation or other taking by any Governmental Authority of any property of the Loan Parties.

“Certificated Securities”: as defined in Section 3.19(a).

“CFC Holdco”: a Subsidiary that has no material assets other than Capital Stock (including, for this purpose, any debt or other instrument treated as Capital Stock for U.S. federal income tax purposes) of one or more other CFC Holdcos or Foreign Subsidiaries.

“Change of Control”: (a)  at any time, any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), shall become, or obtain rights (whether by means of warrants, options or otherwise) to become, the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act), directly or indirectly, of 35% or more of the ordinary voting power for the election of directors of the Borrower (determined on a fully diluted basis), (b) at any time, the Borrower shall cease to own and control, of record and beneficially, directly or indirectly, 100% of each class of outstanding Capital Stock of each Loan Party (other than (i) directors’ qualifying shares and nominal shares issued to foreign nationals to the extent required by applicable Requirements of Law or (ii) as a result of a transaction permitted by Section 6.4(a)(ii) and (b)(ii)(A)) free and clear of all Liens other than Liens permitted by Section 6.3 or (c) the occurrence of a “Change of Control”, “Fundamental Change”, “Change in Control”, “Liquidation Event”, “Deemed Liquidation Event” or terms of similar import under any document or instrument governing Permitted Convertible Indebtedness or relating to Capital Stock of the Borrower that permits any holder of such Capital Stock to redeem or require the Borrower to repurchase or make any payment in excess of $2,500,000 in respect of such Capital Stock (other than payments in the form of Capital Stock that is not Disqualified Stock).

“Closing Date”: the date on which all of the conditions precedent set forth in Section 4.1 are satisfied or waived by the Administrative Agent and, as applicable, the Lenders or the Required Lenders.

“Code”: the Internal Revenue Code of 1986, as amended from time to time.

“Collateral”: all property of the Loan Parties, now owned or hereafter acquired, upon which a Lien is purported to be created by any Security Document (but expressly excluding any Excluded Property as defined in the Guarantee and Collateral Agreement).

“Collateral Account”: as defined in Section 2.7(k).

“Collateral Information Certificate”: the Collateral Information Certificate to be executed and delivered by each Loan Party pursuant to Section 4.1.

“Collateral-Related Expenses”: all reasonable and documented costs and out-of-pocket expenses of the Administrative Agent paid or incurred in connection with any sale, collection or other realization on the Collateral, including reasonable compensation to the Administrative Agent and its agents and counsel, and reimbursement for all other reasonable and documented costs, out-of-pocket expenses and liabilities and advances made or incurred by the Administrative Agent in connection therewith (including as described in Section 6.6 of the Guarantee and Collateral Agreement), and all amounts for which the Administrative Agent is entitled to indemnification under the Security Documents and all advances made by the Administrative Agent under the Security Documents for the account of any Loan Party.

“Commitment”: as to any Lender, its Revolving Commitment.

“Commitment Fee Rate”: initially, the rates per annum corresponding to Level I in the tables below; provided that commencing on the first Business Day of the month following the date on which the

Administrative Agent receives consolidated financial statements of the Group Members as contemplated by Section 5.1(b) together with Compliance Certificate in respect thereof as contemplated by Section 5.2(b), “Commitment Fee Rate” shall mean the rate per annum set forth under the relevant column heading below:

The Commitment Fee Rate shall be adjusted on the first Business Day of each quarter following the date on which the Administrative Agent receives consolidated financial statements of the Group Members as contemplated by Section 5.1(b) together with a Compliance Certificate as contemplated by Section 5.2(b) based on Liquidity on the last day of the most recent period for which financial statements have been delivered pursuant to Section 5.1(b). Notwithstanding the foregoing, (a) if the related Compliance Certificate required by Section 5.2(b) is not delivered by the respective date required thereunder after the end of any related fiscal quarter, the Commitment Fee Rate shall be the rates corresponding to Level III in the foregoing tables until such financial statements and Compliance Certificate is delivered, and (b) no reduction to the Commitment Fee Rate shall become effective at any time when an Event of Default has occurred and is continuing.

“Commodity Exchange Act”: the Commodity Exchange Act (7 U.S.C. Section 1 et seq.), as amended from time to time, and any successor statute.

“Communications”: as defined in Section 9.2(d)(ii).

“Compliance Certificate”: a certificate duly executed by a Responsible Officer substantially in the form of Exhibit A.

“Conforming Changes”: with respect to either the use or administration of any Benchmark or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “ABR,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest

Period” (if applicable) or any similar or analogous definition (or the addition of a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of Section 2.14 and other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

“Connection Income Taxes”: Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Contractual Obligation”: as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Control”: the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Control Agreement”: any account control agreement in form and substance reasonably satisfactory to the Administrative Agent entered into among the depository institution at which a Loan Party maintains a Deposit Account or the securities intermediary at which a Loan Party maintains a Securities Account, such Loan Party, and the Administrative Agent pursuant to which the Administrative Agent obtains control (within the meaning of the UCC or any other applicable law) over such Deposit Account or Securities Account.

“Covenant Adjustment Amount”: with respect to any Permitted Acquisition or similar purchase or acquisition permitted under Section 6.8, (a) with respect to the fiscal quarter ending on the Covenant Adjustment Date for such transaction, an amount equal to the Acquired Company Recurring Revenue for such transaction and (b) with respect to each full fiscal quarter after such Covenant Adjustment Date, the Acquired Company Recurring Revenue for such transaction.

“Covenant Adjustment Date”: with respect to any Permitted Acquisition or similar purchase or acquisition permitted under Section 6.8, the first date on which the covenant in Section 6.1(b) is tested following the consummation of such Permitted Acquisition or similar purchase or acquisition permitted under Section 6.8.

“Credit Extension”: as defined in Section 1.7.

“Customer Funds”: all readily identifiable cash and Cash Equivalents amounts (a) belonging or owing to a Loan Party’s customers and/or their payees and (b) that Borrower accepts as agent of a payee as defined by the laws of the state in which this occurs.

“Daily Simple SOFR”: for any day (a “SOFR Rate Day”), a rate per annum equal to the greater of (a) SOFR for the day (such day a “SOFR Determination Day”) that is 5 U.S. Government Securities Business Days prior to (i) if such SOFR Rate Day is a U.S. Government Securities Business Day, such SOFR Rate Day or (ii) if such SOFR Rate Day is not a U.S. Government Securities Business Day, the U.S. Government Securities Business Day immediately preceding such SOFR Rate Day, in each case, as such SOFR is published by the SOFR Administrator on the SOFR Administrator’s Website, and (b) the Floor. If by 5:00 p.m. (New York City time) on the 2nd U.S. Government Securities Business Day immediately following any SOFR Determination Day, SOFR in respect of such SOFR Determination Day has not been published on the SOFR Administrator’s Website and a Benchmark Replacement Date with respect to the Daily Simple SOFR has not occurred, then SOFR for such SOFR Determination Day will be SOFR as published in respect of the first preceding U.S. Government Securities Business Day for

which such SOFR was published on the SOFR Administrator’s Website; provided that any SOFR determined pursuant to this sentence shall be utilized for purposes of calculation of Daily Simple SOFR for no more than 3 consecutive SOFR Rate Days. Any change in Daily Simple SOFR due to a change in SOFR shall be effective from and including the effective date of such change in SOFR without notice to the Borrower.

“Debtor Relief Laws”: the Bankruptcy Code and all other liquidation, administration, restructuring plan, conservatorship, bankruptcy, assignment or assignation for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect.

“Default”: any of the events specified in Section 7.1, whether or not any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

“Default Rate”: as defined in Section 2.15(c).

“Defaulting Lender”: subject to Section 2.25(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within 2 Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s reasonable determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, the Issuing Bank, the Swingline Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swingline Loans) within 2 Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent, the Issuing Bank or the Swingline Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s good faith determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within 3 Business Days after written request by the Administrative Agent, the Borrower, or, to the extent an Issuing Bank has outstanding L/C Obligations at such time, such Issuing Bank, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent, such Issuing Bank or the Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) become the subject of a Bail-In Action or (iii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.25(b)) upon delivery of written notice of such determination to the Borrower, the Issuing Bank, the Swingline Lender and each Lender.

“Deposit Account”: any “deposit account” as defined in the UCC with such additions to such term as may hereafter be made.

“Deposit Account Control Agreement”: any Control Agreement entered into by the Administrative Agent, a Loan Party and a financial institution holding a Deposit Account of such Loan Party pursuant to which the Administrative Agent is granted “control” (for purposes of the UCC) over such Deposit Account.

“Designated Jurisdiction”: any country or territory to the extent that such country or territory itself is the subject of any Sanction, including, as of the date of this Agreement, Crimea, the so-called Luhansk People’s Republic, the so-called Donetsk People’s Republic, Cuba, Iran, North Korea and Syria.

“Determination Date”: as defined in the definition of “Pro Forma Basis”.

“Discharge of Obligations”: subject to Section 9.8, the satisfaction of the Obligations (including all such Obligations relating to Cash Management Services) by the payment in full, in cash (or, as applicable, Cash Collateralization in accordance with the terms hereof or as otherwise may be reasonably satisfactory to the applicable Cash Management Bank or Qualified Counterparty) of the principal of and interest on or other liabilities relating to each Loan and any previously provided Cash Management Services, all fees and all other expenses or amounts payable under any Loan Document (other than inchoate indemnification obligations and any other obligations which pursuant to the terms of any Loan Document specifically survive repayment of the Loans for which no claim has been made), and other Obligations under or in respect of Specified Swap Agreements and Cash Management Services, to the extent (a) any such Obligations in respect of Specified Swap Agreements have, if required by any applicable Qualified Counterparties, been Cash Collateralized, (b) no Letter of Credit shall be outstanding (or, as applicable, each outstanding and undrawn Letter of Credit has been Cash Collateralized in accordance with the terms hereof or as otherwise may be reasonably satisfactory to the applicable Cash Management Bank), (c) no Obligations in respect of any Cash Management Services are outstanding (or, as applicable, all such outstanding Obligations in respect of Cash Management Services have been Cash Collateralized in accordance with the terms hereof), and (d) the aggregate Commitments of the Lenders are terminated.

“Disclosure Letter”: the confidential disclosure letter, dated as of the Closing Date, delivered by the Borrower to the Administrative Agent.

“Disposition”: with respect to any property (including, without limitation, Capital Stock of any Subsidiary), any sale, lease, Sale Leaseback Transaction, assignment, conveyance, transfer, encumbrance or other disposition thereof (in one transaction or in a series of transactions) and any issuance of Capital Stock of any Subsidiary. The terms “Dispose” and “Disposed of” shall have correlative meanings. For the avoidance of doubt, none of (a) the sale or issuance of any Permitted Convertible Indebtedness by the Borrower, (b) the entry into any Permitted Equity Derivative Transaction by the Borrower in connection with the issuance of any Permitted Convertible Indebtedness, (c) the settlement, unwinding or termination of any Permitted Equity Derivative Transaction, or (d) the issuance of Capital Stock that is not Disqualified Stock pursuant to the conversion or exchange of Permitted Convertible Indebtedness or the settlement, unwinding or termination of any Permitted Equity Derivative Transaction shall constitute a Disposition.

“Disqualified Institution”: (a) those institutions identified by the Borrower in writing (if any) to the Administrative Agent prior to the Closing Date and (b) business competitors of the Borrower and its Subsidiaries identified by Borrower in writing to the Administrative Agent from time to time, and, in the case of clauses (a) and (b) any known Affiliates (other than any Person that is a bona fide debt fund primarily engaged in the making, purchasing, holding or other investing in commercial loans, notes, bonds or similar extensions of credit or securities in the ordinary course of its business) that are either (x) identified by name in writing by the Borrower to the Administrative Agent from time to time or (y) clearly identifiable on the basis of such Affiliate’s name. A list of the Disqualified Institutions will be posted by the Administrative Agent and available for inspection by all Lenders; provided that the foregoing shall not apply retroactively to disqualify any Person that has previously acquired an assignment or participation interest in the Loans, with respect to such previously acquired Loans, Commitments or participation interests, to the extent such party was not a Disqualified Institution at the time of the applicable assignment or participation, as the case may be, but shall apply to disqualify any such parties from taking any prospective assignments of or participation interests in any Loans; provided further any designation or removal after the Closing Date of a Person as a Disqualified Institution shall become effective five Business Days after such designation or removal. Without limiting the generality of the foregoing, the Administrative Agent shall not (x) be obligated to ascertain, monitor or inquire as to whether any Lender or Participant or potential Lender or Participant is a Disqualified Institution or (y) have any liability with respect to or arising out of any assignment or participation of Loans, or disclosure

of confidential information, to, or the restrictions on any exercise of rights or remedies of, any Disqualified Institution.

“Disqualified Stock”: any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder thereof), or upon the happening of any event (other than a change of control or similar event), matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder thereof, in whole or in part, on or prior to the date that is 91 days after the date on which the Loans mature. The amount of Disqualified Stock deemed to be outstanding at any time for purposes of this Agreement will be the maximum amount that the Group Members may become obligated to pay upon maturity of, or pursuant to any mandatory redemption provisions of, such Disqualified Stock or portion thereof, plus accrued dividends. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to be paid upon liquidation, dissolution, winding up or pursuant to such other applicable statutory or regulatory obligations of the issuer of such Capital Stock will not constitute Disqualified Stock if the terms of such Capital Stock provide that such payments may not be made with respect to such Capital Stock unless such payments are made after the Discharge of Obligations.

“Dollar Equivalent”: at any time, (a) with respect to any amount denominated in Dollars, such amount, (b) with respect to any amount denominated in any currency other than Dollars, the equivalent amount thereof in Dollars as determined by the Administrative Agent at such time on the basis of the Spot Rate for the purchase of Dollars with such currency.

“Dollars” and “$”: dollars in lawful currency of the United States.

“Domestic Subsidiary”: any Subsidiary of the Borrower organized under the laws of any jurisdiction within the United States.

“EEA Financial Institution”: (a) any credit institution or investment firm established in any EEA Member Country that is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country that is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country that is a Subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country”: any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority”: any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Eligible Assignee”: any Person that meets the requirements to be an assignee under Section 9.6(b)(iii), (v) and (vi) (subject to such consents, if any, as may be required under Section 9.6(b)(iii)).

“Environmental Laws”: any and all foreign, federal, state, local or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees, requirements of any Governmental Authority or other Requirements of Law (including common law) regulating, relating to or imposing liability or standards of conduct concerning protection of human health or the environment, as now or may at any time hereafter be in effect.

“Environmental Liability”: any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of any Group Member directly or indirectly resulting from or based upon (a) a violation of an Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment, or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“ERISA”: the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder.

“ERISA Affiliate”: with respect to any Group Member, any trade or business (whether or not incorporated) under common control with such Group Member within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code or Section 302 of ERISA).

“ERISA Event”: any of (a) a Reportable Event with respect to a Pension Plan; (b) the failure by any Group Member or any ERISA Affiliate to meet all applicable requirements under the Pension Funding Rules or the filing of an application for the waiver of the minimum funding standards under the Pension Funding Rules; (c) the incurrence by any Group Member or any ERISA Affiliate of any liability pursuant to Section 4063 or 4064 of ERISA or a cessation of operations with respect to a Pension Plan within the meaning of Section 4062(e) of ERISA; (d) a complete or partial withdrawal by any Group Member or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is insolvent (within the meaning of Title IV of ERISA); (e) the filing of a notice of intent to terminate a Pension Plan under, or the treatment of a Pension Plan amendment as a termination under, Section 4041 of ERISA; (f) the institution by the PBGC of proceedings to terminate a Pension Plan; (g) any event or condition that constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (h) the determination that any Pension Plan is in at-risk status (within the meaning of Section 430 of the Code or Section 303 of ERISA) or that a Multiemployer Plan is in endangered or critical status (within the meaning of Section 432 of the Code or Section 305 of ERISA); (i) the imposition or incurrence of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Group Member or any ERISA Affiliate; (j) the engagement by any Group Member or any ERISA Affiliate in a transaction that could be subject to Section 4069 or Section 4212(c) of ERISA; (k) the imposition of a Lien upon any Group Member pursuant to Section 430(k) of the Code or Section 303(k) of ERISA; or (l) the making of an amendment to a Pension Plan that could result in the posting of bond or security under Section 436(f)(1) of the Code.

“Erroneous Payment”: as defined in Section 8.11(a).

“Erroneous Payment Subrogation Rights”: as defined in Section 8.11(d).

“EU Bail-In Legislation Schedule”: the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.

“Euro”: the single currency of the member states of the European Union in accordance with legislation of the European Union relating to the Economic and Monetary Union.

“Event of Default”: any of the events specified in Section 7.1; provided that any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

“Evergreen Letter of Credit”: as defined in Section 2.7(b).

“Exchange Act”: the Securities Exchange Act of 1934, as amended from time to time and any successor statute.

“Excluded Account”: any Deposit Account that is a (a) zero balance account, (b) withholding tax, trust, escrow, payroll, Customer Funds and other fiduciary account, used exclusively for such purpose and containing a balance maintained in a commercially reasonable manner in the ordinary course of business, including, without limitation, any Deposit Account in which all of the cash deposited is for the benefit of, or required to be paid to, any or all of customers, advertisers, publishers or brands of the Group Members in the ordinary course of business and (c) petty cash account, provided that the average balance each week of all such petty cash accounts does not exceed $1,000,000 in the aggregate at any time.

“Excluded Subsidiary”: any Subsidiary that is (a) a Foreign Subsidiary, (b) an Immaterial Subsidiary, (c) any Domestic Subsidiary (i) that is a CFC Holdco or (ii) that is a direct or indirect

Subsidiary of a CFC Holdco or of a Foreign Subsidiary. No Borrower or Guarantor shall be permitted to be designated as an Excluded Subsidiary.

“Excluded Swap Obligations”: with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guarantee Obligation of such Guarantor with respect to, or the grant by such Guarantor of a Lien to secure, such Swap Obligation (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act at the time such Guarantee Obligation of such Guarantor, or the grant by such Guarantor of such Lien, becomes effective with respect to such Swap Obligation. If such a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guarantee Obligation or Lien is or becomes excluded in accordance with the first sentence of this definition.

“Excluded Taxes”: any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 2.23) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.20, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 2.20(f) and (d) any withholding Taxes imposed under FATCA.

“FASB ASC”: the Accounting Standards certification of the Financial Accounting Standards Board.

“FATCA”: Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code.

“FCPA”: as defined in Section 3.28(b).

“Federal Funds Effective Rate”: for any day, the greater of (a) 0.00% and (b) the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for the day of such transactions received by MUFG from 3 federal funds brokers of recognized standing selected by it.

“Fee Letter”: the letter agreement dated as of June 28, 2023, between the Borrower and the Administrative Agent.

“Flood Laws”: the National Flood Insurance Reform Act of 1994 and related legislation (including the regulations of the Board of Governors of the Federal Reserve System).

“Floor”: (a) with respect to ABR, 2%, (b) with respect to Adjusted Term SOFR, 1%, and (c) with respect to any Benchmark Replacement, 1%.

“Flow of Funds Agreement”: the spreadsheet or other similar statement prepared and certified by Borrower, regarding the disbursement of Loan proceeds, the funding and the payment of the fees and expenses of the Administrative Agent and the Lenders (including their respective counsel), and such other matters as may be agreed to by the Borrower, the Administrative Agent and the Lenders.

“Foreclosed Borrower”: as defined in Section 2.26(j).

“Foreign Lender”: (a) if the Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if the Borrower is not a U.S. Person, a Lender that is resident or organized under the laws of a jurisdiction other than that in which the Borrower is resident for tax purposes.

“Foreign Plan”: any employee pension benefit plan, program, policy, arrangement or agreement maintained or contributed to by the Borrower or any Subsidiary with respect to employees employed outside the United States (other than any governmental arrangement).

“Foreign Subsidiary”: any Subsidiary of the Borrower that is not a Domestic Subsidiary.

“Fronting Exposure”: at any time there is a Defaulting Lender, as applicable, (a) with respect to the Issuing Bank, such Defaulting Lender’s Revolving Percentage of the outstanding L/C Obligations other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof, and (b) with respect to the Swingline Lender, such Defaulting Lender’s Revolving Percentage of outstanding Swingline Loans made by the Swingline Lender other than Swingline Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders.

“Fund”: any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit in the ordinary course of its activities.

“Funding Office”: the Revolving Loan Funding Office.

“GAAP”: generally accepted accounting principles in the United States as in effect from time to time, except that for purposes of Section 6.1, GAAP shall be determined on the basis of such principles in effect on the date hereof and consistent with those used in the preparation of the most recent audited financial statements referred to in Section 3.1. In the event that any “Accounting Changes” (as defined below) shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then the Borrower and the Administrative Agent agree to enter into negotiations to amend such provisions of this Agreement so as to reflect equitably such Accounting Changes with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an amendment shall have been executed and delivered by the Borrower, the Administrative Agent and the Required Lenders, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Changes had not occurred. “Accounting Changes” refers to changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or, if applicable, the SEC, or the adoption of IFRS.

“Governmental Approval”: any consent, authorization, approval, order, license, franchise, permit, certificate, accreditation, registration, filing or notice, of, issued by, from or to, or other act by or in respect of, any Governmental Authority.

“Governmental Authority”: the government of the United States of America or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank), and any group or body charged with setting accounting or regulatory capital rules or standards (including the Financial Standards

Board, the Bank for International Settlements, the Basel Committee on Banking Supervision and any successor or similar authority to any of the foregoing).

“Group Members”: the collective reference to the Borrower and its Subsidiaries.

“Guarantee and Collateral Agreement”: the Guarantee and Collateral Agreement to be executed and delivered by the Loan Parties.

“Guarantee Obligation”: as to any Person (the “guaranteeing person”), any obligation, including a reimbursement, counterindemnity or similar obligation, of the guaranteeing person that guarantees or in effect guarantees, or which is given to induce the creation of a separate obligation by another Person (including any bank under any letter of credit) that guarantees or in effect guarantees, any Indebtedness, leases, dividends or other obligations (the “primary obligations”) of any other third Person (the “primary obligor”) in any manner, whether directly or indirectly, including any obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (1) for the purchase or payment of any such primary obligation or (2) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee Obligation is made and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by the Borrower in good faith.

“Guarantors”: a collective reference to each Subsidiary of the Borrower which has become a Guarantor pursuant to the requirements of Section 5.12 hereof and the Guarantee and Collateral Agreement. For the avoidance of doubt, no Excluded Subsidiary shall be required to become a Guarantor.

“Hazardous Materials”: any substance, material or waste that is defined, regulated, governed or otherwise characterized under any Environmental Law as hazardous or toxic or as a pollutant or contaminant (or by words of similar meaning and regulatory effect), any petroleum or petroleum products, asbestos, polychlorinated biphenyls, urea-formaldehyde insulation, molds or fungus, and radioactivity, radiofrequency radiation at levels known to be hazardous to human health and safety.

“Hostile Acquisition”: any acquisition that has not, at the time of the first public announcement of an offer relating thereto, been approved by the board of directors (or other legally recognized governing body) of the Person to be acquired; except that with respect to any acquisition of a non-U.S. Person, an otherwise friendly acquisition shall not be deemed to be unfriendly if it is not customary in such jurisdiction to obtain such approval prior to the first public announcement of an offer relating to a friendly acquisition.

“IFRS”: international accounting standards within the meaning of IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements delivered under or referred to herein.

“Illegality Notice”: as defined in Section 2.19.

“Immaterial Subsidiary”: as of the last day of each fiscal quarter and at any other date of determination, any Subsidiary of any Loan Party designated as such by such Loan Party in writing and which as of such date (a) holds assets representing 5% or less of the Borrower’s consolidated total assets as of such date (determined in accordance with GAAP), (b) has generated less than 5% of the Recurring

Revenue determined in accordance with GAAP for the trailing four fiscal quarter period ending on the last day of the most recent period for which financial statements have been delivered after the Closing Date pursuant to Section 5.1(b); provided that all Subsidiaries that are individually “Immaterial Subsidiaries” shall not have aggregate consolidated total assets that would represent 10% or more of the Borrower’s consolidated total assets as of such date or have generated 10% or more of the Recurring Revenue for such trailing four fiscal quarter period, in each case determined in accordance with GAAP, (c) owns no Capital Stock of any Subsidiary that is not an Immaterial Subsidiary and (d) owns no Material Intellectual Property. No Borrower or Guarantor shall be permitted to be designated as an Immaterial Subsidiary.

“Increase”: as defined in Section 2.28.

“Increase Joinder”: an instrument, in form and substance reasonably satisfactory to the Administrative Agent, by which a Lender becomes a party to this Agreement pursuant to Section 2.28.

“Incurred”: as defined in the definition of “Pro Forma Basis”.

“Indebtedness”: of any Person at any date, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person for the deferred purchase price of property or services (other than (i) trade payables incurred in the ordinary course of such Person’s business that either (x) are not overdue by more than 120 days or (y) are being contested in good faith by appropriate dispute resolution or other proceedings; (ii) operating leases, licenses and similar accrued liabilities, in each case, incurred in the ordinary course of such Person’s business; and (iii) deferred compensation in the ordinary course of business payable to directors, officers and employees of any Group Member so long as such compensation is not evidenced by a note or similar written instrument (other than such incentive compensation plan’s governing documentation or any grant notices issued thereunder); in each case, only to the extent due and payable but not yet paid), (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (e) all Capital Lease Obligations and all Synthetic Lease Obligations of such Person, (f) all obligations of such Person, contingent or otherwise, as an account party or applicant under or in respect of acceptances, letters of credit, surety bonds or similar arrangements, (g) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Disqualified Stock, (h) all Guarantee Obligations of such Person in respect of obligations of the kind referred to in clauses (a) through (g) above, (i) all obligations of the kind referred to in clauses (a) through (h) above secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Lien on property (including accounts and contract rights) owned by such Person, whether or not such Person has assumed or become liable for the payment of such obligation (limited to the lesser of (x) the amount of obligations secured and (y) the fair market value of such property), and (j) the net obligations of such Person in respect of Swap Agreements. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness expressly provide that such Person is not liable therefor.

“Indemnified Taxes”: (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in clause (a), Other Taxes.

“Indemnitee”: as defined in Section 9.5(b).

“Insolvency Proceeding”: (a) any case, action or proceeding before any court or other Governmental Authority relating to bankruptcy, reorganization, insolvency, liquidation, administration, restructuring plan, receivership, dissolution, winding-up or relief of debtors, or (b) any general assignment or assignation for the benefit of creditors, composition, marshalling of assets for creditors, or other, similar arrangement in respect of any Person’s creditors generally or any substantial portion of such

Person’s creditors, in each case undertaken under U.S. federal, state or foreign law, including any Debtor Relief Law.

“Intellectual Property”: the collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including copyrights, copyright licenses, patents, patent licenses, trademarks, trademark licenses, technology, know-how and processes, and all rights to sue at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom.

“Intellectual Property Security Agreement”: an intellectual property security agreement entered into between a Loan Party and the Administrative Agent pursuant to the terms of the Guarantee and Collateral Agreement in form and substance satisfactory to the Administrative Agent, together with each other intellectual property security agreement and supplement thereto delivered pursuant to Section 5.12, in each case as amended, restated, supplemented or otherwise modified from time to time.

“Interest Payment Date”: (a) as to any ABR Loan (including any Swingline Loan), the last Business Day of each calendar quarter to occur while such Loan is outstanding and the final maturity date of such Loan, (b) as to any Term SOFR Borrowing, (i) having an Interest Period of 3 months or less, the last Business Day of such Interest Period and the final maturity date of such Loan and (ii) having an Interest Period longer than 3 months, each Business Day that is 3 months after the 1st day of such Interest Period, the last Business Day of such Interest Period and the final maturity date of such Loan, and (c) as to any Loan, the date of any repayment or prepayment made in respect thereof.

“Interest Period”: as to any Term SOFR Borrowing, (a) initially, the period commencing on the borrowing or conversion date, as the case may be, with respect to such SOFR Loan and ending on the numerically corresponding day in the month that is 1, 3 or 6 months thereafter, as selected by the Borrower in its Notice of Borrowing or Notice of Conversion/Continuation, as the case may be, given with respect thereto; and (b) thereafter, each period commencing on the last day of the next preceding Interest Period applicable to such SOFR Loan and ending on the numerically corresponding day in the month that is 1, 3 or 6 months thereafter, as selected by the Borrower in a Notice of Conversion/Continuation delivered to the Administrative Agent not later than 12:00 P.M. on the date that is 3 U.S. Government Securities Business Days prior to the last day of the then current Interest Period with respect thereto; provided that all of the foregoing provisions relating to Interest Periods are subject to the following:

(i)if any Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless the result of such extension would be to carry such Interest Period into another calendar month in which event such Interest Period shall end on the immediately preceding Business Day;

(ii)the Borrower may not select an Interest Period under the Revolving Facility that would extend beyond the Revolving Termination Date (in the case of Revolving Facility);

(iii)any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month at the end of such Interest Period) shall end on the last Business Day of a calendar month; and

(iv)no tenor that has been removed from this definition pursuant to Section 2.17(b) shall be available for specification in any Notice of Borrowing or Notice of Conversion/Continuation.

“Interest Rate Agreement”: any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedging agreement or other similar agreement or arrangement, each of which is (a) for the purpose of hedging the interest rate exposure associated with the Group Members’ operations, and (b) not for speculative purposes.

“Inventory”: all “inventory,” as such term is defined in the UCC, now owned or hereafter acquired by any Loan Party, wherever located, and in any event including inventory, merchandise, goods

and other personal property that are held by or on behalf of any Loan Party for sale or lease or are furnished or are to be furnished under a contract of service, or that constitutes raw materials, work in process, finished goods, returned goods, or materials or supplies of any kind used or consumed or to be used or consumed in such Loan Party’s business or in the processing, production, packaging, promotion, delivery or shipping of the same, including all supplies and embedded software.

“Investments”: as defined in Section 6.8.

“IRS”: the Internal Revenue Service, or any successor thereto.

“ISP”: with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance).

“Issuing Bank”: MUFG (through itself or through one of its designated Affiliates or branch offices), in its capacity as issuer of Letters of Credit hereunder, and each other Lender (if any) as the Borrower may from time to time select as an Issuing Bank hereunder pursuant to Section 2.7; provided that such Lender has agreed in writing to be an Issuing Bank. Any Issuing Bank may, with the consent of the Borrower (not to be unreasonably withheld, conditioned or delayed), arrange for one or more Letters of Credit to be issued by branches or Affiliates of such Issuing Bank, in which case the term “Issuing Bank” shall include any such branch or Affiliate with respect to Letters of Credit issued by such branch or Affiliate. Each reference herein to the “Issuing Bank” in connection with a Letter of Credit or other matter shall be deemed to be a reference to the relevant Issuing Bank with respect thereto.

“Judgment Currency”: as defined in Section 9.17.

“L/C Disbursements”: a payment made by an Issuing Bank pursuant to a Letter of Credit.

“L/C Documents”: as to any Letter of Credit, each application therefor and any other document, agreement and instrument entered into by a Loan Party or a Subsidiary with or in favor of the applicable Issuing Bank and relating to such Letter of Credit.

“L/C Fee”: as defined in Section 2.9(c).

“L/C Issuing Bank Sublimit”: with respect to any Issuing Bank, on any date, the amount agreed to between such Issuing Bank and the Borrower and notified to and approved by the Administrative Agent. The initial amount of such Issuing Bank’s L/C Issuing Bank Sublimit is set forth on Schedule 1.1A or in the agreement pursuant to which it became an Issuing Bank, as applicable. The L/C Issuing Bank Sublimit of an Issuing Bank may be modified from time to time in accordance with Section 2.7(c), and notified to and approved by the Administrative Agent, which may amend Schedule 1.1A from time to time to reflect any such L/C Issuing Bank Sublimit modifications notified to it.

“L/C Obligations”: at any time, the sum of (a) the Dollar Equivalent of the aggregate undrawn amount of all outstanding Letters of Credit at such time, determined without regard to whether any conditions to drawing could be met at that time, plus (b) the Dollar Equivalent of the aggregate amount of all L/C Disbursements that have not yet been reimbursed or converted into Revolving Loans or Swingline Loans by or on behalf of the Borrower at such time. The L/C Obligations of any Revolving Lender at any time shall be its Revolving Percentage of the total L/C Obligations at such time. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Article 29(a) of the UCP or Rule 3.13 or Rule 3.14 of the ISP or similar terms in the governing rules or laws or of the Letter of Credit itself, or if compliant documents have been presented but not yet honored, such Letter of Credit shall be deemed to be “outstanding” and “undrawn” in the amount so remaining available to be paid, and the obligations of the Borrower and each Revolving Lender shall remain in full force and effect until the Issuing Bank and the Revolving Lenders shall have no further obligations to make any payments or disbursements under any circumstances with respect to any Letter of Credit.

“L/C Sublimit”: an amount equal to the lesser of (a) $10,000,000 and (b) the total amount of the Revolving Commitments. The L/C Sublimit is part of, and not in addition to, the Revolving Facility.

“LCA Election”: as defined in Section 1.6.

“LCA Test Date”: as defined in Section 1.6.

“Lenders”: as defined in the preamble hereto; provided that unless the context otherwise requires, each reference herein to the Lenders shall be deemed to include the Revolving Lenders, the Issuing Bank and the Swingline Lender.

“Letter of Credit”: any letter of credit issued hereunder. A Letter of Credit may be a commercial letter of credit or a standby letter of credit. Letters of Credit shall be available by sight payment and not by deferred payment, acceptance or negotiation. For the avoidance of doubt, the term Letter of Credit shall not include any letter of credit, demand guarantee or other undertaking issued by any Person (including any branch or Affiliate of an Issuing Bank) that is supported by a Letter of Credit issued by any Issuing Bank hereunder pursuant to a back-stop or counter-standby structure.

“Lien”: any mortgage, deed of trust, pledge, hypothecation, collateral assignment, assignation, deposit arrangement, encumbrance, lien (statutory or other), charge or other security interest or any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement and any capital lease having substantially the same economic effect as any of the foregoing); provided that “Lien” shall not include (a) any operating lease entered into in the ordinary course of business or (b) precautionary UCC filings that do not otherwise evidence a Lien.

“Limited Condition Acquisition”: any Permitted Acquisition which the Borrower or any of its Subsidiaries is contractually committed to consummate, which commitment is not conditioned on the availability of, or on obtaining, third party financing; provided, that, in the event the consummation of any such Permitted Acquisition shall not have occurred on or prior to the date that is 120 days following the signing of the applicable Limited Condition Acquisition Agreement, such Permitted Acquisition shall no longer constitute a Limited Condition Acquisition for any purpose.

“Limited Condition Acquisition Agreement”: any agreement providing for a Limited Condition Acquisition.

“Liquidity”: at any time, the sum of (a) Qualified Cash at such time, and (b) the Available Revolving Commitment at such time.

“Loan”: any loan made or maintained by any Lender pursuant to this Agreement.

“Loan Documents”: this Agreement, each Security Document, each Note, the Fee Letter, each Assignment and Assumption, each Compliance Certificate, each Notice of Borrowing, each Increase Joinder, each Notice of Conversion/Continuation, the Solvency Certificate, the Collateral Information Certificate, each L/C Document, each subordination agreement or intercreditor agreement entered into pursuant to this Agreement, and any agreement creating or perfecting rights in cash collateral pursuant to the provisions of Section 2.24, or otherwise, and any amendment, waiver, supplement or other modification to any of the foregoing.

“Loan Parties”: each Group Member that is a party to a Loan Document as a Borrower or a Guarantor.

“Material Adverse Effect”: (a) a material adverse change in, or a material adverse effect on, the business, operations, assets, properties or financial condition of the Group Members, taken as a whole; (b) a material impairment in the perfection or priority of the Administrative Agent’s lien on any collateral or a material adverse effect upon the legality, validity, binding effect or enforceability against any Group Member of any Loan Document to which it is a party or (c) a material adverse change in the ability of any

Group Member to perform its obligations under any Loan Document to which it is contemplated to be a party.

“Material Intellectual Property”: Intellectual Property that is material to the business of the Group Members.

“Material Subsidiary”: all Subsidiaries other than Immaterial Subsidiaries.

“Minimum Collateral Amount”: at any time, (a) with respect to Cash Collateral consisting of cash or deposit account balances, an amount equal to 105% (110% in the case of a Letter of Credit denominated in an Alternative Currency) of the Fronting Exposure of all Issuing Banks with respect to all Letters of Credit issued and outstanding at such time and (b) otherwise, an amount determined by the Administrative Agent and the Issuing Banks in their sole discretion.

“Minority Lender”: as defined in Section 9.1(b).

“Moody’s”: Moody’s Investors Service, Inc.

“Mortgaged Properties”: the real properties as to which, pursuant to Section 5.12(b) or otherwise, the Administrative Agent, for the benefit of the Secured Parties, shall be granted a Lien pursuant to the Mortgages.

“Mortgages”: each of the mortgages, deeds of trust, deeds to secure debt or such equivalent documents hereafter entered into and executed and delivered by one or more of the Loan Parties to the Administrative Agent, in each case, as such documents may be amended, amended and restated, supplemented or otherwise modified, renewed or replaced from time to time and in form and substance reasonably acceptable to the Administrative Agent.

“MUFG”: as defined in the preamble hereto.

“Multiemployer Plan”: any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which any Group Member or any ERISA Affiliate makes or is obligated to make contributions, during the preceding 5 plan years has made or been obligated to make contributions, or has any liability.

“Multiple Employer Plan”: a Plan with respect to which any Group Member or any ERISA Affiliate is a contributing sponsor, and that has 2 or more contributing sponsors at least 2 of whom are not under common control, as such a plan is described in Section 4064 of ERISA.

“Non-Consenting Lender”: any Lender that does not approve any consent, waiver or amendment that (a) requires the approval of all Affected Lenders in accordance with the terms of Section 9.1 and (b) has been approved by the Required Lenders.

“Non-Defaulting Lender”: at any time, each Lender that is not a Defaulting Lender at such time.

“Non-Extension Notice Date”: as defined in Section 2.7(b).

“Non-Lender Cash Cap”: at any time, an amount equal to the sum of (i) 20% of the Group Members’ total cash and Cash Equivalents at such time, plus (ii) the Restricted Amount at such time.

“Note”: a Revolving Loan Note or a Swingline Loan Note.

“Notice of Borrowing”: a notice substantially in the form of Exhibit G.

“Notice of Conversion/Continuation”: a notice substantially in the form of Exhibit H.

“Obligations”: (a) the unpaid principal of and interest on (including interest accruing after the maturity of the Loans and interest accruing after the filing of any petition in bankruptcy, or the

commencement of any Insolvency Proceeding relating to any Loan Party, whether or not a claim for post-filing or post-petition interest is allowed or allowable in such proceeding) the Loans and all other obligations and liabilities (including any reasonable and documented fees or out-of-pocket expenses that accrue after the filing of any petition in bankruptcy, or the commencement of any Insolvency Proceeding relating to any Loan Party, whether or not a claim for post-filing or post-petition interest is allowed or allowable in such proceeding) of the Loan Parties (and the other Group Members in the cash of obligations in respect of Cash Management Services) to the Administrative Agent, the Issuing Bank, any other Lender, any applicable Cash Management Bank, and any Qualified Counterparty, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement, any other Loan Document, the Letters of Credit, any Cash Management Agreement, any Specified Swap Agreement or any other document made, delivered or given in connection herewith or therewith, whether on account of principal, interest, reimbursement obligations, payment obligations, fees, indemnities, costs, expenses (including all reasonable and documented out-of-pocket fees, charges and disbursements of counsel to the Administrative Agent, the Issuing Bank, any other Lender, any applicable Cash Management Bank, to the extent that any applicable Cash Management Agreement requires the reimbursement by any applicable Group Member of any such expenses, and any Qualified Counterparty) that are required to be paid by any Group Member pursuant any Loan Document, Cash Management Agreement, Specified Swap Agreement or otherwise and (b) Erroneous Payment Subrogation Rights. For the avoidance of doubt, the Obligations shall not include (a) any obligations arising under any warrants or other equity instruments issued by any Loan Party to any Lender, or (b) solely with respect to any Guarantor that is not a Qualified ECP Guarantor, any Excluded Swap Obligations of such Guarantor.

“OFAC”: the Office of Foreign Assets Control of the United States Department of the Treasury and any successor thereto.

“Operating Documents”: for any Person as of any date, such Person’s constitutional documents, formation documents and/or certificate of incorporation (or equivalent thereof), and, (a) if such Person is a corporation, its bylaws or memorandum and articles of association (or equivalent thereof) in current form, (b) if such Person is a limited liability company, its limited liability company agreement (or similar agreement), and (c) if such Person is a partnership, its partnership agreement (or similar agreement), each of the foregoing with all current amendments or modifications thereto.

“Original Letter of Credit Account Party”: as defined in Section 2.7(b).

“Original Letter of Credit Agreements”: as defined in Section 2.7(b).

“Other Connection Taxes”: with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“Other Taxes”: all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.23).

“Overadvance”: as defined in Section 2.8.

“Participant”: as defined in Section 9.6(d).

“Participant Register”: as defined in Section 9.6(d).

“Patriot Act”: the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, Title III of Pub. L. 107-56, signed into law October 26, 2001.

“Payment Recipient”: as defined in Section 8.11(a).

“PBGC”: the Pension Benefit Guaranty Corporation.

“Pension Funding Rules”: the rules of the Code and ERISA regarding minimum funding standards and minimum required contributions (including any installment payment thereof) to Pension Plans and Multiemployer Plans and set forth in Sections 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA.

“Pension Plan”: any employee pension benefit plan (including a Multiple Employer Plan that is an employee pension benefit plan, but excluding a Multiemployer Plan) that is maintained or is contributed to by the Borrower or any ERISA Affiliate and is either covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Code.

“Periodic Term SOFR Determination Day”: as defined in the definition of “Term SOFR”.

“Permitted Acquisition”: as defined in Section 6.8(l).

“Permitted Convertible Indebtedness”: unsecured Indebtedness of the Borrower that (a) as of the date of issuance thereof contains terms, conditions, covenants, conversion or exchange rights, redemption rights and offer to repurchase rights, in each case, as are typical and customary for notes of such type (as determined by the Borrower in good faith) and (b) is convertible or exchangeable into shares of common stock of the Borrower (or other similar securities of a successor Person that is not Disqualified Stock following a merger event, reclassification or other change of the common stock of the Borrower), cash or a combination thereof (such amount of cash determined by reference to the price of the Borrower’s common stock or such other securities or property), and cash in lieu of fractional shares of common stock of the Borrower; provided that (i) such Permitted Convertible Indebtedness shall have a stated final maturity date that is no earlier than the date that is 91 days after the Revolving Termination Date (the “Earliest Date”) and shall not be subject to any conditions that could result in such stated final maturity occurring earlier than the Earliest Date (it being understood that any conversion of such notes (whether into cash, shares of common stock in the Borrower or any combination thereof), a repurchase of such notes on account of the occurrence of a “fundamental change” or any redemption of all or any portion of such notes at the option of the Borrower shall not be deemed to constitute a change in the stated final maturity thereof), (ii) such Permitted Convertible Indebtedness shall not be required to be repaid, prepaid, redeemed, repurchased or defeased, whether on one or more fixed dates, upon the occurrence of one or more events or at the option of any holder thereof (except, in each case, upon any conversion of such Indebtedness (whether into cash, shares of common stock in the Borrower or any combination thereof), the occurrence of an event of default or a “fundamental change” or following the Borrower’s election to redeem such notes) prior to the Earliest Date, and (iii) no Group Member that is not a Loan Party shall have Guarantee Obligations with respect to obligations of the Borrower thereunder.

“Permitted Equity Derivative Transaction”: any forward purchase, accelerated share repurchase, call option, warrant or other derivative transaction relating to Borrower’s common stock (or other similar securities of a successor Person that is not Disqualified Stock following a merger event, reclassification or other change of the common stock of Borrower) purchased or sold by Borrower in connection with the issuance of any Permitted Convertible Indebtedness and settled in common stock of Borrower (or such other securities or property), cash or a combination thereof, as the same may be amended, restated, supplemented or otherwise modified from time to time; provided that (a) the aggregate net purchase price for such Permitted Equity Derivative Transactions does not exceed the net cash proceeds received by Borrower from the sale of the Permitted Convertible Indebtedness in connection with which such Permitted Equity Derivative Transactions were entered into, and (b) the other terms, conditions and covenants of each such transaction shall be such as are customary for transactions of such type (as determined by the Borrower in good faith).

“Person”: any natural Person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Plan”: any employee benefit plan within the meaning of Section 3(3) of ERISA, maintained for employees of any Group Member, or any such plan to which any Group Member is required to contribute on behalf of any of its employees or with respect to which any Group Member has any liability.

“Platform”: is any of Debt Domain, Intralinks, Syndtrak, DebtX, or a substantially similar electronic transmission system.

“Preferred Stock”: the preferred Capital Stock of the Borrower.

“Prime Rate”: the rate of interest per annum from time to time published in the money rates section of the Wall Street Journal or any successor publication thereto as the “prime rate” then in effect.

“Pro Forma Basis”: with respect to any calculation or determination for any period, in making such calculation or determination on the specified date of determination (the “Determination Date”):

(a)pro forma effect will be given to any Indebtedness incurred by the Group Members (including by assumption of then outstanding Indebtedness or by a Person becoming a Subsidiary) (“Incurred”) after the beginning of the applicable period and on or before the Determination Date to the extent the Indebtedness is outstanding or is to be Incurred on the Determination Date, as if such Indebtedness had been Incurred on the 1st day of such period;

(b)pro forma calculations of interest on Indebtedness bearing a floating interest rate will be made as if the rate in effect on the Determination Date (taking into account any Swap Agreement applicable to the Indebtedness) had been the applicable rate for the entire reference period;

(c)[reserved]; and

(d)pro forma effect will be given to: (A) the acquisition or disposition of companies, divisions or lines of businesses by the Group Members, including any acquisition or disposition of a company, division or line of business since the beginning of the reference period by a Person that became a Subsidiary after the beginning of the applicable period; and (B) the discontinuation of any discontinued operations; in each case of clauses (A) and (B), that have occurred since the beginning of the applicable period and before the Determination Date as if such events had occurred, and, in the case of any disposition, the proceeds thereof applied, on the 1st day of such period. To the extent that pro forma effect is to be given to an acquisition or disposition of a company, division or line of business, the pro forma calculation will be calculated in good faith by a responsible financial or accounting officer of the Borrower in accordance with Regulation S-X under the Securities Act based upon the most recent 4 full fiscal quarters for which the relevant financial information is available.

“Projections”: as defined in Section 5.2(c).

“Properties”: as defined in Section 3.17(a).

“PTE”: a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.

“Qualified Cash”: at any time, the aggregate amount of unrestricted cash and Cash Equivalents held at such time by the Loan Parties in Deposit Accounts or Securities Accounts subject to a first priority perfected Lien in favor of the Administrative Agent; provided that, notwithstanding the foregoing, from the Closing Date until 120 days following the Closing Date, Qualified Cash shall include the aggregate amount of unrestricted cash and Cash Equivalents held by the Loan Parties at such time.

“Qualified Counterparty”: with respect to any Specified Swap Agreement, any counterparty thereto that is a Lender or an Affiliate of a Lender or, at the time such Specified Swap Agreement was

entered into or as of the Closing Date, was the Administrative Agent or a Lender or an Affiliate of the Administrative Agent or a Lender.

“Qualified ECP Guarantor”: in respect of any Swap Obligation, (a) each Guarantor that has total assets exceeding $10,000,000 at the time the relevant Guarantee Obligation of such Guarantor provided in respect of, or the Lien granted by such Guarantor to secure, such Swap Obligation (or guaranty thereof) becomes effective with respect to such Swap Obligation, and (b) any other Guarantor that (i) constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder, or (ii) can cause another Person (including, for the avoidance of doubt, any other Guarantor not then constituting a “Qualified ECP Guarantor”) to qualify as an “eligible contract participant” at such time by entering into a “keepwell, support, or other agreement” as contemplated by Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

“Recipient”: (a) the Administrative Agent, (b) any Lender or (c) the Issuing Bank, as applicable.

“Recurring Revenue”: with respect to any period, the difference of (a) all recurring revenues payable pursuant to binding written customer contracts of the Loan Parties during such period minus (b) any discounts, credits, reserves for bad debt, customer adjustments, or other offsets made during such period. For the avoidance of doubt, Recurring Revenue will (x) exclude one-time revenues or revenue derived from set-up fees, professional service fees or support fees, (y) be increased when new contracts for recurring services are signed and implemented, and (z) be reduced when contracts for recurring services are canceled or expire and are not renewed.

“Register”: as defined in Section 9.6(c).

“Regulation D”: Regulation D of the Board, as in effect from time to time and all official rulings and interpretations thereunder or thereof.

“Regulation T”: Regulation T of the Board as in effect from time to time and all official rulings and interpretations thereunder or thereof.

“Regulation U”: Regulation U of the Board as in effect from time to time and all official rulings and interpretations thereunder or thereof.

“Regulation X”: Regulation X of the Board as in effect from time to time and all official rulings and interpretations thereunder or thereof.

“Related Parties”: with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.

“Relevant Governmental Body”: the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or any successor thereto.

“Replacement Lender”: as defined in Section 2.23.

“Reportable Event”: any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30-day notice period has been waived.

“Required Lenders”: at any time, (a) if only one Lender holds the Revolving Commitments, such Lender; and (b) if more than one Lender holds the Revolving Commitments, then at least unaffiliated 2 Lenders who hold more than 50% of the sum of the Total Revolving Commitments then in effect or, if the Revolving Commitments have been terminated, the Total Revolving Extensions of Credit then outstanding; provided that for the purposes of this clause (b), the Revolving Commitments of, and the portion of the Revolving Loans and participations in L/C Obligations and Swingline Loans held or

deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders; provided further that a Lender and its Affiliates shall be deemed one Lender.

“Requirement of Law”: as to any Person, any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority (including, for the avoidance of doubt, the Basel Committee on Banking Supervision and any successor thereto or similar authority or successor thereto), in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Resolution Authority”: an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

“Responsible Officer”: with respect to any Loan Party, the chief executive officer, president, vice president, chief financial officer, treasurer, controller or comptroller or other authorized officer of such Loan Party, but in any event, with respect to financial matters, the chief financial officer, treasurer, controller or comptroller of such Loan Party.

“Restricted Amount”: as defined in Section 5.10.

“Restricted Payments”: as defined in Section 6.6.

“Revaluation Date”: with respect to any Letter of Credit, each of the following: (a) each date of issuance, amendment and/or extension of a Letter of Credit denominated in an Alternative Currency, (b) each date of any payment by the Issuing Bank under any Letter of Credit denominated in an Alternative Currency, and (c) such additional dates as the Administrative Agent or the Issuing Bank shall determine or the Required Lenders shall require.

“Revolving Commitment”: as to any Lender, the obligation of such Lender, if any, to make Revolving Loans and participate in Swingline Loans and Letters of Credit in an aggregate principal amount not to exceed the amount set forth under the heading “Revolving Commitment” opposite such Lender’s name on Schedule 1.1A or in the Assignment and Assumption pursuant to which such Lender became a party hereto, as the same may be changed from time to time pursuant to the terms hereof (including in connection with assignments permitted hereunder), and including any Increase pursuant to Section 2.28. The original amount of the Total Revolving Commitments is $100,000,000.

“Revolving Commitment Period”: the period from and including the Closing Date to the Revolving Termination Date.

“Revolving Extensions of Credit”: as to any Revolving Lender at any time, an amount equal to the sum of (a) the aggregate principal amount of all Revolving Loans held by such Lender then outstanding, plus (b) such Lender’s Revolving Percentage of the Dollar Equivalent of the aggregate undrawn amount of all outstanding Letters of Credit at such time, plus (c) such Lender’s Revolving Percentage of the Dollar Equivalent of the aggregate amount of all L/C Disbursements that have not yet been reimbursed or converted into Revolving Loans at such time, plus (d) such Lender’s Revolving Percentage of the aggregate principal amount of Swingline Loans then outstanding.

“Revolving Facility”: the Revolving Commitments and the extensions of credit made thereunder.

“Revolving Lender”: each Lender that has a Revolving Commitment or that holds Revolving Loans.

“Revolving Loan Conversion”: as defined in Section 2.7(f).

“Revolving Loan Funding Office”: the office of the Administrative Agent specified in Section 9.2 or such other office as may be specified from time to time by the Administrative Agent as its funding office by written notice to the Borrower and the Lenders.

“Revolving Loan Note”: a promissory note in the form of Exhibit F-1, as it may be amended, supplemented or otherwise modified from time to time.

“Revolving Loans”: as defined in Section 2.4(a).

“Revolving Percentage”: as to any Revolving Lender at any time, the percentage which such Lender’s Revolving Commitment then constitutes of the Total Revolving Commitments or, at any time after the Revolving Commitments of all Lenders shall have expired or terminated, the percentage which the aggregate principal amount of such Lender’s Revolving Loans then outstanding constitutes of the aggregate principal amount of all Revolving Loans then outstanding; provided that in the event that the Revolving Loans are paid in full prior to the reduction to zero of the Total Revolving Commitments, the Revolving Percentages shall be determined in a manner designed to ensure that the other outstanding Revolving Extensions of Credit shall be held by the Revolving Lenders on a comparable basis.

“Revolving Termination Date”: August 1, 2028.

“S&P”: Standard & Poor’s Ratings Services.

“Sale Leaseback Transaction”: any arrangement with any Person or Persons, whereby in contemporaneous or substantially contemporaneous transactions a Loan Party sells substantially all of its right, title and interest in any property and, in connection therewith, acquires, leases or licenses back the right to use all or a material portion of such property.

“Same Day Funds”: (a) with respect to disbursements and payments in Dollars, immediately available funds, and (b) with respect to disbursements and payments in an Alternative Currency, same day or other funds as may be determined by the Administrative Agent or the Issuing Bank, as the case may be, to be customary in the place of disbursement or payment for the settlement of international banking transactions in the relevant Alternative Currency.

“Sanction(s)”: any sanction administered or enforced by the United States Government (including OFAC), the United Nations Security Council, the European Union, His Majesty’s Treasury or other relevant sanctions authority.

“SEC”: the Securities and Exchange Commission, any successor thereto and any analogous Governmental Authority.

“Secured Parties”: the collective reference to the Administrative Agent, the Lenders (including any Issuing Bank in its capacity as Issuing Bank and any Swingline Lender in its capacity as Swingline Lender), any Cash Management Bank (in its or their respective capacities as providers of Cash Management Services), and any Qualified Counterparties.

“Securities Account”: any “securities account” as defined in the UCC with such additions to such term as may hereafter be made.

“Securities Account Control Agreement”: any Control Agreement entered into by the Administrative Agent, a Loan Party and a securities intermediary holding a Securities Account of such Loan Party pursuant to which the Administrative Agent is granted “control” (for purposes of the UCC) over such Securities Account.

“Securities Act”: the Securities Act of 1933, as amended from time to time and any successor statute.

“Security Documents”: the collective reference to (a) the Guarantee and Collateral Agreement, (b) the Mortgages, (c) each Intellectual Property Security Agreement, (d) each Deposit Account Control Agreement, (e) each Securities Account Control Agreement, (f) all other security documents hereafter delivered to the Administrative Agent granting a Lien on any property of any Person to secure the Obligations of any Loan Party arising under any Loan Document, (g) each Pledge Supplement (as defined

in the Guarantee and Collateral Agreement), (h) each Assumption Agreement (as referenced in the Guarantee and Collateral Agreement), (i) all other security documents hereafter delivered to any applicable Cash Management Bank granting a Lien on any property of any Person to secure the Obligations of any Group Member arising under any Cash Management Agreement, and (j) all financing statements, fixture filings, patent, trademark and copyright filings, assignments, acknowledgments and other filings, documents and agreements made or delivered pursuant to any of the foregoing.

“SOFR”: a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.

“SOFR Administrator”: the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

“SOFR Administrator’s Website”: the website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.

“SOFR Borrowing”: as to any Borrowing, the SOFR Loans comprising such Borrowing.

“SOFR Determination Day”: as defined in the definition of “Daily Simple SOFR”.

“SOFR Loan”: a loan resulting from a Term SOFR Borrowing.

“SOFR Rate Day”: as defined in the definition of “Daily Simple SOFR”.

“SOFR Tranche”: the collective reference to SOFR Loans under the Revolving Facility, the then current Interest Periods with respect to all of which begin on the same date and end on the same later date (whether or not such Loans shall originally have been made on the same day).

“Solvency Certificate”: the Solvency Certificate, dated the Closing Date, delivered to the Administrative Agent pursuant to Section 4.1(s), which Solvency Certificate shall be in substantially the form of Exhibit C.

“Solvent”: when used with respect to any Person, as of any date of determination, (a) the amount of the “fair value” of the assets of such Person will, as of such date, exceed the amount of all “liabilities of such Person, contingent or otherwise,” as of such date, as such quoted terms are determined in accordance with applicable federal and state laws governing determinations of the insolvency of debtors, (b) the “present fair saleable value” of the assets of such Person will, as of such date, be greater than the amount that will be required to pay the liability, as of such date, of such Person on its debts as such debts become absolute and matured, as such quoted terms are determined in accordance with applicable federal and state laws governing determinations of the insolvency of debtors, (c) such Person will not have, as of such date, an unreasonably small amount of capital with which to conduct its business, and (d) as of such date, such Person will be able to pay its debts generally as they mature. For purposes of this definition, (i) “debt” means liability on a “claim,” and (ii) “claim” means any (x) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (y) right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured or unmatured, disputed, undisputed, secured or unsecured.

“Specified Swap Agreement”: any Swap Agreement entered into by a Loan Party and any Qualified Counterparty (or any Person who was a Qualified Counterparty as of the Closing Date or as of the date such Swap Agreement was entered into) to the extent permitted under Section 6.12; provided that no forward purchase, accelerated share repurchase, call option, warrant or other derivative transaction constituting a Permitted Equity Derivative Transaction shall be deemed to be a “Specified Swap Agreement”.

“Spot Rate”: for any currency, the rate determined by the Administrative Agent to be the rate quoted by the Administrative Agent as the spot rate for the purchase of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date 2 Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent may obtain such spot rate from another financial institution designated by it if the Administrative Agent does not have as of the date of determination a spot buying rate for any such currency.

“Subordinated Debt Document”: any agreement, certificate, document or instrument executed or delivered by any Group Member and evidencing Indebtedness of any Group Member which is subordinated to the Obligations (including payment, lien and remedies subordination terms, as applicable) in a manner approved in writing by the Administrative Agent, and any renewals, modifications, or amendments thereof which are not prohibited by this Agreement and the applicable subordination agreement or are otherwise approved in writing by the Administrative Agent.

“Subordinated Indebtedness”: Indebtedness of a Loan Party contractually subordinated to the Obligations pursuant to subordination terms (including payment, lien and remedies subordination terms, as applicable) reasonably acceptable to the Administrative Agent.

“Subsidiary”: as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of the Borrower.

“Surety Indebtedness”: as of any date of determination, indebtedness (contingent or otherwise) owing to sureties arising from surety bonds issued on behalf of any Group Member as support for, among other things, their contracts with customers, whether such indebtedness is owing directly or indirectly by such Group Member.

“Swap Agreement”: any agreement with respect to any swap, hedge, forward, future or derivative transaction or option or similar agreement (including without limitation, any Interest Rate Agreement) involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Group Members shall be deemed to be a “Swap Agreement.”

“Swap Obligation”: with respect to any Guarantor, any obligation of such Guarantor to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.

“Swap Termination Value”: in respect of any one or more Swap Agreements, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Agreements, (a) for any date on or after the date any such Swap Agreement has been closed out and termination value determined in accordance therewith, such termination value, and (b) for any date prior to the date referenced in clause (a), the amount determined as the mark-to-market value for such Swap Agreement, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Agreements (which may include a Qualified Counterparty).

“Swingline Borrowing”: a borrowing of a Swingline Loan.

“Swingline Lender”: MUFG, in its capacity as lender of Swingline Loans hereunder, or such other Lender as the Borrower may from time to time select as the Swingline Lender hereunder pursuant to Section 2.6; provided that such Lender has agreed to be a Swingline Lender.

“Swingline Loan”: a loan made by a Swingline Lender to the Borrower pursuant to Section 2.6.

“Swingline Loan Note”: a promissory note in the form of Exhibit F-2, as it may be amended, supplemented or otherwise modified from time to time.

“Swingline Sublimit”: an amount equal to the lesser of (a) $10,000,000 and (b) the total amount of the Revolving Commitments. The Swingline Sublimit is part of, and not in addition to, the Revolving Facility.

“Synthetic Lease Obligation”: the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease or (b) an agreement for the use of property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).

“Taxes”: all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term SOFR”: (a) for any calculation with respect to a SOFR Loan, the Term SOFR Reference Rate for a tenor comparable to the applicable Interest Period on the day (such day, the “Periodic Term SOFR Determination Day”) that is 2 U.S. Government Securities Business Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than 3 U.S. Government Securities Business Days prior to such Periodic Term SOFR Determination Day; and

(b)    for any calculation with respect to an ABR Loan on any day, the Term SOFR Reference Rate for a tenor of 1 month on the day (such day, the “ABR Term SOFR Determination Day”) that is 2 U.S. Government Securities Business Days prior to such day, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any ABR Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than 3 U.S. Government Securities Business Days prior to such ABR SOFR Determination Day.

“Term SOFR Adjustment”: 0.10% per annum for each applicable tenor.

“Term SOFR Administrator”: the CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Administrative Agent in its reasonable discretion).

“Term SOFR Borrowing”: as to any Borrowing, the Loans bearing interest at a rate based on Adjusted Term SOFR comprising such Borrowing other than pursuant to clause (c) of the definition of “ABR”.

“Term SOFR Reference Rate”: the forward-looking term rate based on SOFR.

“Total Revolving Commitments”: at any time, the aggregate amount of the Revolving Commitments then in effect, as may be Increased pursuant to Section 2.28 or decreased pursuant to Section 2.10.

“Total Revolving Extensions of Credit”: at any time, the aggregate amount of the Revolving Extensions of Credit outstanding at such time.

“Trade Date”: as defined in Section 9.6(b)(i)(B).

“Type”: as to any Loan, its nature as an ABR Loan or a SOFR Loan.

“UCP”: the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 600 (or such later version thereof as may be in effect at the applicable time).

“UFCA”: as defined in Section 2.26(l).

“UFTA”: as defined in Section 2.26(l).

“UK Financial Institution”: any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

“UK Resolution Authority”: the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

“Unadjusted Benchmark Replacement”: the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

“Uniform Commercial Code” or “UCC”: the Uniform Commercial Code (or any similar or equivalent legislation) as in effect from time to time in the State of New York, or as the context may require, any other applicable jurisdiction.

“United States” and “U.S.”: the United States of America.

“USCRO”: the U.S. Copyright Office.

“USPTO”: the U.S. Patent and Trademark Office.

“U.S. Government Securities Business Day”: any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

“U.S. Person”: any Person that is a “United States person” as defined in Section 7701(a)(30) of the Code.

“U.S. Tax Compliance Certificate”: as defined in Section 2.20(f).

“Withholding Agent”: as applicable, any of any applicable Loan Party and the Administrative Agent, as the context may require.

“Write-Down and Conversion Powers”: (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In

Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

1.2Other Definitional Provisions.

(a)Unless otherwise specified therein, all terms defined in this Agreement shall have the defined meanings when used in the other Loan Documents or any certificate or other document made or delivered pursuant hereto or thereto.

(b)As used herein and in the other Loan Documents, and in any certificate or other document made or delivered pursuant hereto or thereto, (i) accounting terms relating to any Group Member not defined in Section 1.1 and accounting terms partly defined in Section 1.1, to the extent not defined, shall have the respective meanings given to them under GAAP, (ii) the words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation,” (iii) the word “incur” shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meanings), (iv) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, Capital Stock, securities, revenues, accounts, leasehold interests and contract rights, (v) references to agreements (including this Agreement) or other Contractual Obligations shall, unless otherwise specified, be deemed to refer to such agreements or Contractual Obligations as amended, supplemented, restated, amended and restated or otherwise modified from time to time, (vi) the words “renew”, “renewal” and variations thereof as used herein with respect to a Letter of Credit means to extend the term of such Letter of Credit or to reinstate an amount drawn under such Letter of Credit or both, (vii) unless specified herein, any reference to any Person shall include its successors and permitted assigns in the capacity indicated, and in the case of any Governmental Authority, any Person succeeding to its functions and capacities, and (viii) unless specified herein, any reference to any Requirements of Law in any of the Loan Documents shall include all references to such Requirements of Law as amended.

(c)Any reference to a given time of day shall, unless otherwise specified, be deemed to refer to Eastern time.

(d)The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement, unless otherwise specified. The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (ii) all references herein to Articles, Sections and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits to, this Agreement, (iii) all references herein to Schedules (other than Schedule 1.1A attached hereto) shall be construed to refer to the Schedules to the Disclosure Letter and (iv) any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time.

(e)The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.

(f)All parties to this Agreement and the other Loan Documents (i) acknowledge that (A) they have had an opportunity to review this Agreement and the other Loan Documents to which they are a party, consult an attorney before signing this Agreement or the other Loan Documents to which they are a party, and have in fact consulted an attorney and (B) this Agreement and the other Loan Documents have been jointly drafted by the parties thereto and (ii) agree that no party to this Agreement nor any other

Loan Document shall be deemed to be the drafter of this Agreement or such Loan Document, as applicable, and that any rule of interpretation or construction requiring that the language of this Agreement or any of the other Loan Documents be construed against the drafter is inapplicable to this Agreement and the other Loan Documents.

1.3Rounding Rates. Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to ABR, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABR, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABR, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, or any other Benchmark, in each case, pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other Person for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

1.4Divisions. For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its Capital Stock at such time.

1.5Letter of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the amount of such Letter of Credit available to be drawn at such time; provided that with respect to any Letter of Credit that, by its terms, provides for one or more automatic increases in the available amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum amount is available to be drawn at such time.

1.6Limited Condition Acquisition. Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom) in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition to be entered into in connection therewith (including any incurrence or discharge of Indebtedness and the use of proceeds of such

incurrence) as if they occurred at the beginning of the four consecutive fiscal quarter period being used to calculate such financial ratio ending prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied with. For the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio, basket or amount at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios, transactions or actions, such baskets, ratios or amounts and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (y) such ratios, transactions or actions, such baskets, ratios or amounts and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition.

1.7Alternative Currencies.

(a)The Borrower may from time to time request that Letters of Credit (each a “Credit Extension”) be made or issued in a currency other than those specifically listed in the definition of “Alternative Currency”; provided that such requested currency is a lawful currency that is readily available and freely transferable and convertible into Dollars. Any such request shall be subject to the approval of the Administrative Agent and the Issuing Bank.

(b)Any such request shall be made to the Administrative Agent not later than 11:00 a.m., twenty (20) Business Days prior to the date of the desired Credit Extension (or such other time or date as may be agreed by the Administrative Agent and the Issuing Bank, in their sole discretion). After receipt of such request, the Administrative Agent shall promptly notify the Issuing Bank thereof. The Issuing Bank shall notify the Administrative Agent, not later than ten (10) Business Days after receipt of such request whether it consents, in its sole discretion, to the Credit Extension in such requested currency.

(c)Any failure by the Issuing Bank to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by the Issuing Bank to be issued in such requested currency. If the Administrative Agent and the Issuing Bank consent to the Credit Extension in such requested currency, the Administrative Agent shall so notify the Borrower and such currency shall thereupon be deemed for all purposes to be an Alternative Currency. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.7, the Administrative Agent shall promptly so notify the Borrower. Any specified currency of a Credit Extension that is neither Dollars nor one of the Alternative Currencies specifically listed in the definition of “Alternative Currency” shall be deemed an Alternative Currency with respect to such Credit Extension only.

(d)Each obligation of the Borrower to make a payment denominated in the national currency unit of any member state of the European Union that adopts the Euro as its lawful currency after the date hereof shall be redenominated into Euro at the time of such adoption.

(e)Each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify to be appropriate to reflect the adoption of the Euro by any member state of the European Union and any relevant market conventions or practices relating to the Euro.

(f)Each provision of this Agreement also shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify to be appropriate to reflect a change in currency of any other country and any relevant market conventions or practices relating to the change in currency.

(g)With respect to each Credit Extension, if (i) Administrative Agent notifies Borrower that it does not agree to the applicable currency (provided that the decision of whether or not to agree to such currency shall be made in Administrative Agent’s reasonable discretion); or (ii) Administrative Agent is not satisfied that all necessary governmental and other approvals, authorizations and consents have been obtained; or (iii) Administrative Agent determines that it is not feasible for a Credit Extension to be denominated in such currency, then unless Administrative Agent

otherwise agrees, such Credit Extension shall be made in a currency determined by Administrative Agent which shall be either Dollars or an Alternative Currency.

(h)Each Credit Extension shall remain, and shall be paid or repaid (as the case may be) in the currency in which it was made, but this shall not restrict the right of Administrative Agent to apply the proceeds of Collateral denominated in one currency against Obligations denominated in another currency, and to effect any necessary currency conversion.

1.8Exchange Rates.

(a)The Administrative Agent or the Issuing Bank, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of Credit Extensions denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by Loan Parties hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the Issuing Bank, as applicable.

(b)Wherever in this Agreement the issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Letter of Credit is denominated in an Alternative Currency, such amount shall be the relevant Alternative Currency Equivalent of such Dollar amount (rounded to the nearest unit of such Alternative Currency with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the Issuing Bank, as the case may be.

SECTION 2
AMOUNT AND TERMS OF COMMITMENTS

2.1[Reserved].

2.2[Reserved].

2.3[Reserved].

2.4Revolving Commitments.

(a)Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans (each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to the Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added to the aggregate outstanding amount of the Swingline Loans, the Dollar Equivalent of the aggregate undrawn amount of all outstanding Letters of Credit, and the Dollar Equivalent of the aggregate amount of all L/C Disbursements that have not yet been reimbursed or converted into Revolving Loans or Swingline Loans, incurred on behalf of the Borrower and owing to such Lender, does not exceed the amount of such Lender’s Revolving Commitment. In addition, such aggregate obligations shall not at any time exceed the Total Revolving Commitments in effect at such time. During the Revolving Commitment Period the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be SOFR Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.5 and 2.13. Borrowings of more than one Type may be outstanding at the same time.

(b)The Borrower shall repay all outstanding Revolving Loans (including all Overadvances) on the Revolving Termination Date.

2.5Procedure for Revolving Loan Borrowing. The Borrower may borrow under the Revolving Commitments during the Revolving Commitment Period on any Business Day; provided that the Borrower shall give the Administrative Agent an irrevocable Notice of Borrowing which must be received by the Administrative Agent prior to 12:00 P.M. (a) 3 U.S. Government Securities Business Days prior to the requested Borrowing Date, in the case of SOFR Loans, or (b) 1 Business Day prior to the requested Borrowing Date, in the case of ABR Loans (provided that any such Notice of Borrowing of ABR Loans under the Revolving Facility to finance payments under Section 2.7(f) may be given not later than 10:00 A.M. on the date of the proposed borrowing), in each such case, specifying (i) the amount and Type of Revolving Loans to be borrowed, (ii) the requested Borrowing Date, (iii) the respective amounts of each such Type of Loan, (iv) in the case of Term SOFR Borrowings, the respective lengths of the initial Interest Period therefor, and (v) instructions for remittance of the proceeds of the applicable Loans to be borrowed. If no Interest Period is specified with respect to any requested Term SOFR Borrowing, the Borrower shall be deemed to have selected an Interest Period of 1 month’s duration. Each borrowing under the Revolving Commitments shall be in an amount equal to in the case of ABR Loans or SOFR Loans, $1,000,000 or a whole multiple of $100,000 in excess thereof (or, if the then aggregate Available Revolving Commitments are less than $1,000,000, such lesser amount); provided that the Swingline Lender may request, on behalf of the Borrower, borrowings under the Revolving Commitments that are ABR Loans in other amounts pursuant to Section 2.6. Upon receipt of any such Notice of Borrowing from the Borrower, the Administrative Agent shall promptly notify each Revolving Lender thereof. Each Revolving Lender will make the amount of its pro rata share of each such borrowing available to the Administrative Agent for the account of the Borrower at the Revolving Loan Funding Office prior to 1:00 P.M. on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting such account as is designated in writing to the Administrative Agent by the Borrower with the aggregate of the amounts made available to the Administrative Agent by the Revolving Lenders and in like funds as received by the Administrative Agent or, if so specified in the Flow of Funds Agreement, the Administrative Agent shall wire transfer all or a portion of such aggregate amounts in accordance with the wire instructions specified in the Flow of Funds Agreement.

2.6Swingline Loans.

(a)Subject to the terms and conditions set forth herein, each Swingline Lender, in reliance on the agreements of the Revolving Lenders set forth in this Section, may in its sole discretion make Swingline Loans to the Borrower from time to time on any Business Day during the Revolving Commitment Period, in an aggregate principal amount that will not result in (i) the Aggregate Exposure of any Revolving Lender exceeding its Revolving Commitment, (ii)  the total Aggregate Exposure of all Revolving Lenders exceeding the Total Revolving Commitments at such time or (iii) the aggregate principal amount of outstanding Swingline Loans exceeding the Swingline Sublimit; provided, further, that no Swingline Lender shall make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. The Swingline Lender shall not make a Swingline Loan during the period commencing at the time it has received notice (by telephone or in writing) from the Administrative Agent at the request of any Revolving Lender, acting in good faith, that one or more of the applicable conditions specified in Section 4.2 (other than Section 4.2(d)) is not then satisfied and has had a reasonable opportunity to react to such notice and ending when such conditions are satisfied or duly waived.

(b)Each Swingline Borrowing shall be made upon the Borrower’s notice to the applicable Swingline Lender and the Administrative Agent. Each such notice shall be in the form of a written Notice of Borrowing, appropriately completed and signed by a Responsible Officer of the Borrower, or may be given by telephone (if promptly confirmed in writing by delivery of such a written Notice of Borrowing consistent with such telephonic notice) and must be received by such applicable Swingline Lender and the Administrative Agent not later than 12:00 p.m. on the date of the requested Swingline Borrowing, and such notice shall specify (i) the amount to be borrowed, which shall be in a minimum of $1,000,000 or a whole multiple of $100,000 in excess thereof, and (ii) the date of such Swingline Borrowing (which shall be a Business Day). Subject to the terms and conditions set forth herein, such Swingline Lender shall make each Swingline Loan available to the Borrower by credit to the Borrower’s account with such Swingline Lender or by wire transfer in accordance with instructions

provided to (and reasonably acceptable to) such Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an L/C Disbursement as provided in Section 2.7(f), by remittance to the respective Issuing Bank), not later than 3:00 p.m. on the requested date of such Swingline Loan.

(c)Immediately upon the making of a Swingline Loan by a Swingline Lender, and without any further action on the part of such Swingline Lender or the Revolving Lenders, such Swingline Lender hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from such Swingline Lender, a participation in such Swingline Loan equal to such Revolving Lender’s Revolving Percentage of the amount of such Swingline Loan. Each Swingline Lender may, by written notice given to the Administrative Agent not later than 10:00 a.m., on any Business Day, require the Revolving Lenders to fund participations on such Business Day in all or a portion of its Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Revolving Lenders will fund such participations. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Revolving Lender’s Revolving Percentage of each such Swingline Loan. Each Revolving Lender hereby absolutely, unconditionally and irrevocably agrees, upon receipt of notice as provided above in this paragraph, to pay to the Administrative Agent, for the account of the applicable Swingline Lender, such Revolving Lender’s Revolving Percentage of each such Swingline Loan. Each Revolving Lender acknowledges and agrees that its obligation to acquire and fund participations in Swingline Loans pursuant to this paragraph is absolute, unconditional and irrevocable and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or Event of Default or reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.5 with respect to Loans made by such Revolving Lender (and Section 2.5 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Lenders.

(d)The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan funded pursuant to the preceding paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan made by such Swingline Lender after receipt by such Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent. Any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to the preceding paragraph and to such Swingline Lender, as their interests may appear, provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.

(e)Any Swingline Lender may resign at any time by giving 30 days’ prior notice to the Administrative Agent, the Revolving Lenders and the Borrower. Following such notice of resignation from the Swingline Lender, the Swingline Lender may be replaced at any time by written agreement among the Borrower, the Administrative Agent, the Required Lenders and the successor Swingline Lender. After the resignation of a Swingline Lender hereunder, the retiring Swingline Lender shall remain a party hereto and shall continue to have all the rights and obligations of a Swingline Lender under this Agreement and the other Loan Documents with respect to Swingline Loans made by it prior to such resignation, but shall not be required to make any additional Swingline Loans.

2.7Letters of Credit

(a)Subject to the terms and conditions set forth herein, in addition to the Loans provided for in Section 2.4, the Borrower may request any Issuing Bank, in reliance on (among other things) the agreements of the Revolving Lenders set forth in this Section, to issue, at any time and from time to time during the Revolving Commitment Period, Letters of Credit denominated in Dollars or an Alternative Currency for its own account or, subject to Section 2.7(l), the account of any of its

Subsidiaries in such form as is acceptable to the Administrative Agent and such Issuing Bank in its reasonable determination. Letters of Credit issued hereunder shall constitute utilization of the Revolving Commitments.

(b)To request the issuance of a Letter of Credit (or the extension of its term, reinstatement of amounts paid, or other amendment of its terms and conditions), the Borrower shall deliver (or transmit by electronic communication, if arrangements for doing so have been approved by the respective Issuing Bank) to an Issuing Bank selected by it and to the Administrative Agent (reasonably in advance of the requested date of issuance, extension, reinstatement or other amendment) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be extended, reinstated or otherwise amended, and specifying the date of issuance, extension, reinstatement or other amendment (which shall be a Business Day), the purpose and nature of the requested Letter of Credit and such other information as shall be necessary to prepare, extend, reinstate or otherwise amend such Letter of Credit. If requested by the respective Issuing Bank, the Borrower also shall submit a letter of credit application and reimbursement agreement on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. In the event of any conflict between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application and reimbursement agreement or other agreement submitted by the Borrower to, or entered into by the Borrower with, an Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. If the Borrower so requests in any notice requesting the issuance of a Letter of Credit (or the amendment of an outstanding Letter of Credit), the applicable Issuing Bank may, in its sole discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Evergreen Letter of Credit”); provided that any such Evergreen Letter of Credit shall permit such Issuing Bank to prevent any such extension at least once in each one-year period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such one-year period to be agreed upon by the Borrower and the applicable Issuing Bank at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Bank, the Borrower shall not be required to make a specific request to such Issuing Bank for any such extension. Once an Evergreen Letter of Credit has been issued, the Revolving Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Bank to permit the extension of such Letter of Credit at any time to an expiration date not later than the date permitted pursuant to Section 2.7(d); provided, that such Issuing Bank shall not (i) permit any such extension if it has received notice (which may be in writing or by telephone (if promptly confirmed in writing)) on or before the day that is seven Business Days before the Non-Extension Notice Date from the Administrative Agent that the Required Lenders have elected not to permit such extension or (ii) be obligated to permit such extension if (A) such Issuing Bank has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its extended form under the terms hereof (except that the expiration date may be extended to a date that is no more than one year from the then-current expiration date), or (B) it has received notice (which may be in writing or by telephone (if promptly confirmed in writing)) on or before the day that is seven Business Days before the Non-Extension Notice Date from the Administrative Agent, any Revolving Lender or the Borrower that one or more of the applicable conditions set forth in Section 4.2 is not then satisfied, and in each such case directing such Issuing Bank not to permit such extension. If (i) any letter of credit has been previously issued by an Issuing Bank, (ii) the reimbursement obligations of the account party (the “Original Letter of Credit Account Party”) relating to such letter of credit have been or are assumed in writing by the Borrower pursuant to a Permitted Acquisition or other transaction permitted under this Agreement, (iii) after giving effect to the inclusion of such letter of credit as a Letter of Credit hereunder, the provisions of Section 2.7(c) shall not be contravened, (iv) such letter of credit satisfies all of the requirements of a Letter of Credit hereunder, and (v) the conditions of Sections 5.1 and 5.2 are satisfied, then upon the written request (which request shall include a statement that the foregoing requirements (i) through (v), inclusive, have been satisfied) of the Borrower to such Issuing Bank (consented to in writing by such Issuing Bank) and the submission by the Borrower to the Administrative Agent of a copy of such request bearing such consent, such letter of credit shall be (from the date of such consent of such Issuing Bank) deemed a Letter of Credit for all purposes of this Agreement and the other Loan Documents and considered issued hereunder pursuant to the terms hereof (the terms hereof and of the other Loan Documents shall govern and prevail in the case of any conflict with the provisions of the agreement(s) pursuant to which such letter of credit had been issued (such agreement(s), the “Original Letter of Credit Agreements”), and such Issuing Bank shall be deemed to have released the Original Letter of Credit Account Party and the Borrower, as applicable, from the Original Letter of Credit

Agreements to the extent of such conflict). Notwithstanding that any such assumed letter of credit is in support of any obligations of, or is for the account of, a Subsidiary, the Borrower agrees that it shall be obligated to reimburse the applicable Issuing Bank hereunder for any and all drawings under such letter of credit.

(c)A Letter of Credit shall be issued, extended, reinstated or otherwise amended only if (and upon issuance, extension, reinstatement or other amendment of each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, extension, reinstatement or other amendment (i) the sum of (x) the Dollar Equivalent of the aggregate amount of the outstanding Letters of Credit issued by any Issuing Bank plus (y) the Dollar Equivalent of the aggregate amount of all L/C Disbursements made by such Issuing Bank that have not yet been reimbursed by or on behalf of the Borrower shall not exceed its L/C Issuing Bank Sublimit, (ii) the Dollar Equivalent of the aggregate L/C Obligations shall not exceed the L/C Sublimit, (iii) the Aggregate Exposure of any Revolving Lender shall not exceed its Revolving Commitment and (iv) the total Aggregate Exposure of all Revolving Lenders shall not exceed the Total Revolving Commitments. The Borrower may, at any time and from time to time, increase or reduce the L/C Issuing Bank Sublimit of any Issuing Bank with the consent of such Issuing Bank and the Administrative Agent; provided that the Borrower shall not reduce the L/C Issuing Bank Sublimit of any Issuing Bank if, after giving effect to such reduction, any of the conditions set forth in clauses (i) through (iv) above shall not be satisfied. An Issuing Bank shall not be under any obligation to issue any Letter of Credit if:

(i)any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or request that such Issuing Bank refrain from issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Bank shall prohibit the issuance of letters of credit generally or such Letter of Credit in particular, or any such order, judgment or decree, or Requirement of Law shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital or liquidity requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense that was not applicable on the Closing Date and that such Issuing Bank in good faith deems material to it;

(ii)the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally;

(iii)except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial amount less than $50,000; or

(iv)such Letter of Credit is not denominated in Dollars or an Alternative Currency.

An Issuing Bank shall be under no obligation to issue any amendment to any Letter of Credit if such Issuing Bank would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof.

(d)Each Letter of Credit shall have a stated expiration date no later than the earlier of (i) the date one year after the date of the issuance of such Letter of Credit (or, in the case of any extension of the expiration date thereof, whether automatic or by amendment, one year after the then-current expiration date of such Letter of Credit) and (ii) the date that is 5 Business Days prior to the Revolving Termination Date.

(e)By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount or extending the term thereof), and without any further action on the part of the applicable Issuing Bank or the Revolving Lenders, such Issuing Bank hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Revolving Percentage of the Dollar Equivalent of the aggregate amount available to be drawn under such Letter of Credit. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute, unconditional and irrevocable and shall not be affected by any

circumstance whatsoever, including any extension, reinstatement or other amendment of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Commitments. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely, unconditionally and irrevocably agrees to pay to the Administrative Agent, for the account of the respective Issuing Bank, such Revolving Lender’s Revolving Percentage of each L/C Disbursement (expressed in Dollars in the amount of the Dollar Equivalent thereof in the case of a Letter of Credit denominated in an Alternative Currency) made by such Issuing Bank promptly upon the request of such Issuing Bank at any time from the time of such L/C Disbursement until such L/C Disbursement is reimbursed by the Borrower or at any time after any reimbursement payment is required to be refunded to the Borrower for any reason, including after the Revolving Termination Date. Such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each such payment shall be made in the same manner as provided in Section 2.5 with respect to Loans made by such Revolving Lender (and Section 2.5 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the respective Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to Section 2.7(f), the Administrative Agent shall distribute such payment to the respective Issuing Bank or, to the extent that the Revolving Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Revolving Lenders and such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse an Issuing Bank for any L/C Disbursement shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such L/C Disbursement. Each Revolving Lender further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Revolving Lender’s Revolving Percentage of the Dollar Equivalent of the aggregate amount available to be drawn under such Letter of Credit at each time such Revolving Lender’s Revolving Commitment is amended pursuant to the operation of Section 2.28, as a result of an assignment in accordance with Section 9.6 or otherwise pursuant to this Agreement.

(f)If an Issuing Bank shall make any L/C Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such Issuing Bank in respect of such L/C Disbursement by paying to the Administrative Agent an amount equal to such L/C Disbursement not later than 12:00 p.m. on (i) the Business Day that the Borrower receives notice of such L/C Disbursement, if such notice is received prior to 10:00 a.m. or (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time, provided that the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.4 or Section 2.6 that such payment be financed with an ABR Borrowing or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Borrowing or Swingline Loan, as applicable (a “Revolving Loan Conversion”). In the case of a Letter of Credit denominated in an Alternative Currency, the Borrower shall reimburse the Issuing Bank in such Alternative Currency, unless (A) the Issuing Bank (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Borrower shall have notified the Issuing Bank promptly following receipt of the notice of drawing that the Borrower will reimburse the Issuing Bank in Dollars. In the case of any such reimbursement in Dollars of a drawing under a Letter of Credit denominated in an Alternative Currency, the Issuing Bank shall notify the Borrower of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. In the event that a drawing denominated in an Alternative Currency is to be reimbursed in Dollars and the Dollar amount paid by the Borrower shall not be adequate on the date of that payment to purchase in accordance with normal banking procedures a sum denominated in the Alternative Currency equal to the drawing, the Borrower agrees, as a separate and independent obligation, to indemnify the Issuing Bank for the loss resulting from its inability on that date to purchase the Alternative Currency in the full amount of the drawing If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable L/C Disbursement, the payment then due from the Borrower in respect thereof and such Revolving Lender’s Revolving Percentage thereof.

(g)The Borrower’s obligation to reimburse L/C Disbursements as provided in paragraph (f) of this Section shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of this Agreement or any Letter of Credit, or any

term or provision herein or therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement in such draft or other document being untrue or inaccurate in any respect, (iii) payment by the respective Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder. None of the Administrative Agent, the Revolving Lenders, any Issuing Bank, or any of their Related Parties shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit by the respective Issuing Bank or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, document, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms, any error in translation or any consequence arising from causes beyond the control of the respective Issuing Bank; provided that the foregoing shall not be construed to excuse an Issuing Bank from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable Requirements of Law) suffered by the Borrower that are caused by such Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of an Issuing Bank (as finally determined by a court of competent jurisdiction), an Issuing Bank shall be deemed to have exercised care in each such determination, and that:

(i)an Issuing Bank may replace a purportedly lost, stolen, or destroyed original Letter of Credit or amendment thereto with a replacement marked as such or waive a requirement for its presentation;

(ii)an Issuing Bank may accept documents that appear on their face to be in substantial compliance with the terms and conditions of a Letter of Credit without responsibility for further investigation, regardless of any notice or information to the contrary, and may make payment upon presentation of documents that appear on their face to be in substantial compliance with the terms and conditions of such Letter of Credit (even if not in strict compliance with the terms and conditions of such Letter of Credit) and without regard to any non-documentary condition in such Letter of Credit;

(iii)an Issuing Bank shall have the right, in its sole discretion, to decline to accept such documents and to make such payment if such documents are not in strict compliance with the terms and conditions of such Letter of Credit; and

(iv)this Section 2.7(g) shall establish the standard of care to be exercised by an Issuing Bank when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof (and the parties hereto hereby waive, to the extent permitted by applicable Requirements of Law, any standard of care stricter than the foregoing).

Without limiting the foregoing, none of the Administrative Agent, the Revolving Lenders, any Issuing Bank, or any of their respective Related Parties shall have any liability or responsibility by reason of (i) any presentation that includes forged or fraudulent documents or that is otherwise affected by the fraudulent, bad faith, or illegal conduct of the beneficiary or other Person, (ii) an Issuing Bank declining to take up documents and make payment (A) against documents that are fraudulent, forged, or for other reasons by which that it is entitled not to honor or (B) following a Borrower’s waiver of discrepancies with respect to such documents or request for honor of such documents or (iii) an Issuing Bank retaining proceeds of a Letter of Credit based on an apparently applicable attachment order, blocking regulation, or third-party claim notified to such Issuing Bank. The Borrower’s obligation under this Section 2.7 shall not be impacted by any adverse change in the relevant exchange rates or in the availability of the relevant Alternative Currency to the Borrower or any Subsidiary or in the relevant currency markets generally.

Unless otherwise expressly agreed by an Issuing Bank and the Borrower when a Letter of Credit is issued by such Issuing Bank, (i) the rules of the ISP shall be stated therein to apply to each standby Letter of Credit, and (ii) the rules of the UCP shall be stated therein to apply to each commercial Letter of Credit. Notwithstanding the foregoing, no Issuing Bank shall be responsible to the Borrower for, and such Issuing Bank’s rights and remedies against the Borrower shall not be impaired by, any action or inaction of such Issuing Bank required or permitted under any law, order, or practice that is required or permitted to be applied to any Letter of Credit or this Agreement, including the laws or any order of a jurisdiction where such Issuing Bank or the beneficiary is located, the practice stated in the ISP or UCP, as applicable, or in the decisions, opinions, practice statements, or official commentary of the International Chamber of Commerce Banking Commission, the Bankers Association for Finance and Trade (BAFT), or the Institute of International Banking Law & Practice, whether or not any Letter of Credit chooses such laws or practice rules.

An Issuing Bank shall have all of the benefits and immunities (but not the obligations) (A) provided to the Administrative Agent in Section 8 with respect to any acts taken or omissions suffered by such Issuing Bank in connection with Letters of Credit issued by it or proposed to be issued by it and L/C Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Section 8 included such Issuing Bank with respect to such acts or omissions, and (B) as additionally provided herein with respect to the such Issuing Bank.

(h)The Issuing Bank for any Letter of Credit shall, within the time allowed by applicable Requirements of Law or the specific terms of the Letter of Credit following its receipt thereof, examine all documents purporting to represent a demand for payment under such Letter of Credit. Such Issuing Bank shall promptly after such examination notify the Administrative Agent and the Borrower in writing of such demand for payment if such Issuing Bank has made or will make an L/C Disbursement thereunder; provided that such notice need not be given prior to payment by the Issuing Bank and any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse such Issuing Bank and the Revolving Lenders with respect to any such L/C Disbursement.

(i)If the Issuing Bank for any Letter of Credit shall make any L/C Disbursement, then, unless the Borrower shall reimburse such L/C Disbursement in full on the date such L/C Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such L/C Disbursement is made to but excluding the date that the Borrower reimburses such L/C Disbursement, at the rate per annum then applicable to ABR Loans; provided that if the Borrower fails to reimburse such L/C Disbursement when due pursuant to paragraph (f) of this Section, then Section 2.15(c) shall apply. Interest accrued pursuant to this paragraph shall be for the account of such Issuing Bank, except that interest accrued on and after the date of payment by any Revolving Lender pursuant to paragraph (f) of this Section to reimburse such Issuing Bank for such L/C Disbursement shall be for the account of such Revolving Lender to the extent of such payment.

(j)Any Issuing Bank may be replaced at any time by written agreement between the Borrower, the Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent shall notify the Revolving Lenders of any such replacement of an Issuing Bank. At the time any such replacement shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.9(c). From and after the effective date of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit to be issued by it thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to include such successor or any previous Issuing Bank, or such successor and all previous Issuing Banks, as the context shall require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit or to extend, reinstate, or otherwise amend any then existing Letter of Credit. Any Issuing Bank may resign at any time by giving 30 days’ prior notice to the Administrative Agent, the Revolving Lenders and the Borrower. After the resignation of an Issuing Bank hereunder, the retiring Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement and the other Loan Documents with respect to Letters of Credit issued by it prior to such resignation, but shall not be required to issue additional Letters of Credit or to extend, reinstate, or otherwise amend any then existing Letter of Credit.

(k)If any Event of Default shall occur and be continuing, on the Business Day that the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Lenders with L/C Obligations representing at least 66-2/3% of the total L/C Obligations) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall immediately deposit into an account or accounts established and maintained on the books and records of the Administrative Agent (the “Collateral Account”) an amount in cash equal to 105% (110% in the case of a Letter of Credit denominated in an Alternative Currency) of the total L/C Obligations as of such date plus any accrued and unpaid interest thereon, provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in clause (f) of Section 7.1. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement. In addition, and without limiting the foregoing or paragraph (d) of this Section, if any L/C Obligations remain outstanding after the expiration date specified in said paragraph (d), the Borrower shall immediately deposit into the Collateral Account an amount in cash equal to 105% (110% in the case of a Letter of Credit denominated in an Alternative Currency) of such L/C Obligations as of such date plus any accrued and unpaid interest thereon. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over the Collateral Account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in the Collateral Account. Moneys in the Collateral Account shall be applied by the Administrative Agent to reimburse each Issuing Bank for L/C Disbursements for which it has not been reimbursed, together with related fees, costs, and customary processing charges, and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the L/C Obligations at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with L/C Obligations representing 66-2/3% of the total L/C Obligations), be applied to satisfy other obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within 3 Business Days after all Events of Default have been cured or waived.

(l)Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Subsidiary, the Borrower shall be obligated as a primary obligor to reimburse the applicable Issuing Bank hereunder for any and all drawings under such Letter of Credit and irrevocably waives any defenses that might otherwise be available to it as a guarantor or surety of obligations of such Subsidiary. The Borrower hereby acknowledges that the issuance of Letters of Credit for the account of Subsidiaries inures to the benefit of the Borrower, and that the Borrower’s business derives substantial benefits from the businesses of such Subsidiaries. To the extent that any Letter of Credit is issued for the account of any Subsidiary of the Borrower which is not a Loan Party, the Borrower agrees that (i) such Subsidiary shall have no rights against the Issuing Bank, the Administrative Agent or any Revolving Lender, (ii) the Borrower shall be responsible for the obligations in respect of such Letter of Credit under this Agreement and any application or reimbursement agreement, (iii) the Borrower shall have sole right to give instructions and make agreements with respect to this Agreement and the Letter of Credit, and the disposition of documents related thereto, and (iv) the Borrower shall have all powers and rights in respect of any security arising in connection with the Letter of Credit and the transaction related thereto. The Borrower shall, at the request of the Issuing Bank, cause such Subsidiary to execute and deliver an agreement confirming the terms specified in the immediately preceding sentence and acknowledging that it is bound thereby.

2.8Overadvances. If at any time or for any reason the aggregate amount of all Revolving Extensions of Credit of all of the Lenders exceeds the amount of the Total Revolving Commitments then in effect (any such excess, an “Overadvance”), the Borrower shall immediately pay the full amount of such Overadvance to the Administrative Agent, without notice or demand for application against the Revolving Extensions of Credit in accordance with the terms hereof. Any prepayment of any Revolving Loan that is a SOFR Loan hereunder shall be subject to Borrower’s obligation to pay any amounts owing pursuant to Section 2.21.

2.9Fees.

(a)Fee Letter. The Borrower agrees to pay to the Administrative Agent the fees specified in the Fee Letter.

(b)Commitment Fee. As additional compensation for the Revolving Commitments, the Borrower shall pay to the Administrative Agent for the account of the Lenders, in arrears, on the last Business Day of each quarter prior to the Revolving Termination Date and on the Revolving Termination Date, a fee for the Borrower’s non-use of available funds in an amount equal to the Commitment Fee Rate per annum multiplied by the difference between (i) the Total Revolving Commitments (as they may be reduced from time to time) and (ii) the sum of (A) the average for the period of the daily closing balance of the Revolving Loans, excluding the aggregate principal amount of Swingline Loans which shall be deemed to be zero for purposes hereof, (B) the Dollar Equivalent of the aggregate undrawn amount of all Letters of Credit outstanding at such time and (C) the Dollar Equivalent of the aggregate amount of all L/C Disbursements that have not yet been reimbursed or converted into Revolving Loans or Swingline Loans at such time.

(c)L/C Fees. The Borrower agrees to pay to the Administrative Agent for the account of each Lender a Letter of Credit fee with respect to its participations in each outstanding Letter of Credit (the “L/C Fee”) on the Dollar Equivalent of the daily maximum amount then available to be drawn under such Letter of Credit, which shall accrue at a rate per annum equal to the Applicable Margin applicable to SOFR Loans during the period from and including the later of the Closing Date and the issuance of such Letter of Credit to and including the later of the Revolving Termination Date and the date on which such Lender ceases to have any L/C Obligations. Accrued L/C Fees shall be payable in arrears on the last Business Day of each March, June, September and December, commencing on the first such date to occur after the Closing Date, and on the Revolving Termination Date; provided that any such fees accruing after the Revolving Termination Date shall be payable on demand. For purposes of computing the Dollar Equivalent of the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.7.

(d)L/C Fronting Fees. The Borrower agrees to pay to each Issuing Bank for its own account a fronting fee with respect to each Letter of Credit issued by such Issuing Bank at a rate per annum equal to 0.125% on the Dollar Equivalent of the daily maximum amount then available to be drawn under such Letter of Credit, during the period from and including the later of the Closing Date and the issuance of such Letter of Credit to and including the later of the Revolving Termination Date and the date on which such Issuing Bank ceases to have any obligations (contingent or otherwise) to make any L/C Disbursement in respect of any Letter of Credit. Accrued fronting fees shall be payable in arrears on the last Business Day of each March, June, September and December, commencing on the first such date to occur after the Closing Date, and on the Revolving Termination Date; provided that any such fees accruing after the Revolving Termination Date shall be payable on demand. In addition, the Borrower agrees to pay to each Issuing Bank for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of such Issuing Bank relating to letters of credit as from time to time in effect, which fees, costs and charges shall be payable to such Issuing Bank within 3 Business Days after its demand therefor and are nonrefundable.

(e)Fees Nonrefundable. All fees payable under this Section 2.9 shall be fully earned on the date paid and nonrefundable.

2.10Termination or Reduction of Revolving Commitments.

The Borrower shall have the right, upon not less than 3 Business Days’ notice to the Administrative Agent, to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments; provided that no such termination or reduction of the Revolving Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans and Swingline Loans made on the effective date thereof, the Total Revolving Extensions of Credit would exceed the Total Revolving Commitments. Any such reduction shall be in an amount equal to $1,000,000, or a whole multiple thereof, and shall reduce permanently the Revolving Commitments then in effect; provided further, that (x) if in connection with any such reduction or termination of the

Revolving Commitments a SOFR Loan is prepaid on any day other than the Interest Payment Date therefor, the Borrower shall also pay any amounts owing pursuant to Section 2.21 and (y) if such notice indicates that such termination is to be conditioned upon the consummation of any refinancing, transaction or the occurrence of any event, such notice may be revoked if the financing, transaction or event is not consummated.

2.11Optional Loan Prepayments.

The Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon providing an irrevocable notice to the Administrative Agent no later than 10:00 A.M. 3 U.S. Government Securities Business Days prior thereto, in the case of SOFR Loans, and no later than 10:00 A.M. one (1) Business Day prior thereto, in the case of ABR Loans, which notice shall specify the date and amount of the proposed prepayment; provided that if a SOFR Loan is prepaid, in whole or in part, on any day other than the Interest Payment Date therefor, the Borrower shall also pay any amounts owing pursuant to Section 2.21; provided further that if such notice indicates that such prepayment is to be funded with the proceeds of a refinancing, asset sale or other contingent event, such notice may be revoked if the financing or other transaction is not consummated. Upon receipt of any such notice, the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Revolving Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereof.

2.12[Reserved].

2.13Conversion and Continuation Options.

(a)The Borrower may elect from time to time to convert SOFR Loans to ABR Loans by giving the Administrative Agent prior notice in a Notice of Conversion/Continuation of such election no later than 12:00 P.M. 3 Business Days prior to the proposed conversion date; provided that any such conversion of SOFR Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert ABR Loans to SOFR Loans by giving the Administrative Agent prior notice in a Notice of Conversion/Continuation of such election no later than 12:00 P.M. 3 U.S. Government Securities Business Days prior to the proposed conversion date (which notice, in the case of a Term SOFR Borrowing, shall specify the length of the initial Interest Period therefor); provided that no ABR Loan may be converted into a SOFR Loan when any Event of Default has occurred and is continuing. Upon receipt of any such notice, the Administrative Agent shall promptly notify each relevant Lender thereof. If no Interest Period is specified with respect to any Term SOFR Borrowing in a Notice of Conversion/Continuation delivered by the Borrower to the Administrative Agent, the Borrower shall be deemed to have selected an Interest Period of 1 month’s duration.

(b)The Borrower may elect from time to time to continue any SOFR Loan by giving the Administrative Agent prior notice of such election in a Notice of Conversion/Continuation, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such SOFR Loan; provided that no SOFR Loan may be continued as such when any Event of Default has occurred and is continuing; provided further that (x) if the Borrower shall fail to give any required notice as described above in this paragraph, upon the expiration of the then current Interest Period, such SOFR Loans shall be automatically continued as SOFR Loans bearing interest at a rate based upon Adjusted Term SOFR and with an Interest Period of the same length as then expiring Interest Period or (y) if such continuation is not permitted pursuant to the preceding proviso, such SOFR Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

(c)After the occurrence and during the continuance of an Event of Default, (i) the Borrower may not elect to have a Loan be made or continued as, or converted to, a SOFR Loan after the expiration of any Interest Period then in effect for such Loan and (ii) any Notice of Conversion/

Continuation given by the Borrower with respect to a requested conversion/continuation that has not yet occurred shall, at the Administrative Agent’s option, be deemed to be rescinded by the Borrower and be deemed a request to convert or continue Loans referred to therein as ABR Loans.

2.14Limitations on SOFR Tranches. Notwithstanding anything to the contrary in this Agreement, all borrowings, conversions and continuations of SOFR Loans and all selections of Interest Periods shall be in such amounts and be made pursuant to such elections so that, (a) after giving effect thereto, the aggregate principal amount of the SOFR Loans comprising each SOFR Tranche shall be equal to $1,000,000 or a whole multiple of $100,000 in excess thereof, and (b) no more than 7 SOFR Tranches shall be outstanding at any one time.

2.15Interest Rates and Payment Dates.

(a)Each Term SOFR Borrowing shall bear interest at a rate per annum equal to Adjusted Term SOFR for the Interest Period therefor plus the Applicable Margin.

(b)Each ABR Loan (including any Swingline Loan) shall bear interest at a rate per annum equal to the ABR plus the Applicable Margin.

(c)During the continuance of an Event of Default, at the request of the Required Lenders, all outstanding Loans shall bear interest at a rate per annum equal to the rate that would otherwise be applicable thereto pursuant to the foregoing provisions of this Section plus 2% (the “Default Rate”); provided that the Default Rate shall apply to all outstanding Loans automatically and without any Required Lender consent therefor upon the occurrence of any Event of Default arising under Section 7.1(a) or (f).

(d)Interest shall be payable in arrears on each Interest Payment Date; provided that (x) interest accruing pursuant to Section 2.15(c) shall be payable from time to time on demand and (y) in the event of any conversion of any SOFR Loan prior to the Interest Payment Date therefor, accrued interest on such SOFR Loan and any amounts owing pursuant to Section 2.21 shall be payable on the effective date of such conversion.

2.16Computation of Interest and Fees; Conforming Changes.

(a)Interest and fees payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed, except that, with respect to ABR that is based on the Prime Rate, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed. All interest hereunder on any Loan shall be computed on a daily basis based upon the outstanding principal amount of such Loan as of the applicable date of determination. Any change in the interest rate on a Loan resulting from a change in the ABR shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of the effective date and the amount of each such change in interest rate.

(b)Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower, deliver to the Borrower a statement showing the quotations used by the Administrative Agent in determining any interest rate pursuant to Section 2.16(a).

(c)In connection with the use or administration of any Benchmark, the Administrative Agent shall have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes shall become effective without any further action or consent of any other party to this Agreement or any other Loan Document. The Administrative Agent will promptly notify the Borrower and the Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of such Benchmark.

2.17Inability to Determine Interest Rate.

(a)Inability to Determine Interest Rate. Subject to Section 2.17(b), if, as of any date:

(i)the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof, or

(ii)the Required Lenders determine that for any reason, in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that “Adjusted Term SOFR” for any requested Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of making and maintaining such Loan, and the Required Lenders have provided notice of such determination to the Administrative Agent,

the Administrative Agent will promptly so notify the Borrower and each Lender. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make and any right of the Borrower to continue SOFR Loans or to convert ABR Loans to SOFR Loans shall be suspended (to the extent of the affected SOFR Loans or, in the case of a Term SOFR Borrowing, the affected Interest Periods) until the Administrative Agent (with respect to clause (ii), at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (i) the Borrower may revoke any pending request for a borrowing of, conversion to or, in the case of Term SOFR Borrowings, continuation of SOFR Loans (to the extent of the affected SOFR Loans or, in the case of a Term SOFR Borrowing, the affected Interest Periods) or, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to ABR Loans in the amount specified therein and (ii) any outstanding affected SOFR Loans will be deemed to have been converted into ABR Loans immediately or, in the case of a Term SOFR Borrowing, at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 2.21. Subject to Section 2.17(b), if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof, in each case on any given day, the interest rate on ABR Loans shall be determined by the Administrative Agent without reference to clause (c) of the definition of “ABR” until the Administrative Agent revokes such determination.

(b)Benchmark Replacement Setting.

(i)Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the 5th Business Day after the date notice of such Benchmark Replacement is provided to the affected Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a monthly basis.

(ii)Benchmark Replacement Conforming Changes. In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming

Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.

(iii)Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 2.17(b)(iv) and (y) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.17(b), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.17(b).

(iv)Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR Reference Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative, then the Administrative Agent may modify the definition of “Interest Period” (if applicable) (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” (if applicable) (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.

(v)Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any pending request for a SOFR Borrowing of, conversion to or, in the case of Term SOFR Borrowings, continuation of SOFR Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, (i) the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to ABR Loans and (ii) any outstanding affected SOFR Loans will be deemed to have been converted into ABR Loans at the end of the applicable Interest Period. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of ABR based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of ABR.

2.18Pro Rata Treatment and Payments.

(a)Each borrowing by the Borrower from the Lenders hereunder, each payment by the Borrower on account of any commitment fee and any reduction of the Commitments shall be made pro rata according to the respective Revolving Percentages, as the case may be, of the relevant Lenders.

(b)[Reserved].

(c)Each payment (including each prepayment) by the Borrower on account of principal of and interest on the Revolving Loans shall be made pro rata according to the respective outstanding principal amounts of the Revolving Loans then held by the Revolving Lenders.

(d)All payments (including prepayments) to be made by the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff and shall be made prior to 10:00 A.M. on the due date thereof to the Administrative Agent, for the account of the Lenders, at the applicable Funding Office, in Dollars (except as otherwise provided herein with respect to an Alternative Currency) and in Same Day Funds. If, for any reason, the Borrower is prohibited by any law from making any required payment hereunder in an Alternative Currency, the Borrower shall make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. All payments received by the Administrative Agent after 10:00 AM (for Dollars) and the Applicable Time (for Alternative Currencies) specified by the Administrative Agent, in the case of payments in an Alternative Currency, shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment hereunder (other than payments on the SOFR Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day. If any payment on a SOFR Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension.

(e)Unless the Administrative Agent shall have been notified in writing by any Lender prior to the proposed date of any borrowing that such Lender will not make the amount that would constitute its share of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date in accordance with Section 2, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such amount is not in fact made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender and the Borrower severally agree to pay to the Administrative Agent forthwith, on demand, such corresponding amount with interest thereon, for each day from and including the date on which such amount is made available to the Borrower but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, a rate equal to the greater of (A) the Federal Funds Effective Rate and (B) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, and (ii) in the case of a payment to be made by the Borrower, the rate per annum applicable to ABR Loans under the Revolving Facility. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

(f)Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the Issuing Bank hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Bank, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or the Issuing Bank, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Bank, with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Nothing herein shall be deemed to limit the rights of Administrative Agent or any Lender against any Loan Party.

(g)If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Section 2, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable

extension of credit set forth in Section 4.1 or Section 4.2 are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

(h)The obligations of the Lenders hereunder to (i) [reserved], (ii) make Revolving Loans, (iii) fund its participations in L/C Disbursements in accordance with its respective Revolving Percentage, (iv) fund its participations in respect of any Swingline Loan, and (v) make payments pursuant to Section 9.5(c), as applicable, are several and not joint. The failure of any Lender to make any such Loan, to fund any such participation or to make any such payment under Section 9.5(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan, to purchase its participation or to make its payment under Section 9.5(c).

(i)Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

(j)If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied (i) first, toward payment of interest and fees, Overadvances then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees, Overadvances then due to such parties, and (ii) second, toward payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties.

(k)If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the principal of or interest on any Loan made by it, its participation in the L/C Obligations or other obligations hereunder, as applicable (other than pursuant to a provision hereof providing for non-pro rata treatment), in excess of its Revolving Percentage, as applicable, of such payment on account of the Loans or participations obtained by all of the Lenders, such Lender shall (a) notify the Administrative Agent of the receipt of such payment, and (b) within 5 Business Days of such receipt purchase (for cash at face value) from the other Lenders (through the Administrative Agent), without recourse, such participations in the Revolving Loans made by them and/or participations in the L/C Obligations held by them, as applicable, or make such other adjustments as shall be equitable, as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of the other Lenders in accordance with their respective Revolving Percentages, as applicable; provided, however, that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest and (ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (y) any payment obtained by a Lender as consideration for the assignment or sale of a participation in any of its Loans or participations in L/C Disbursements to any assignee or participant, other than to the Borrower or any of its Affiliates (as to which the provisions of this paragraph shall apply). The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.18(k) may exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. No documentation other than notices and the like referred to in this Section 2.18(k) shall be required to implement the terms of this Section 2.18(k). The Administrative Agent shall keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased pursuant to this Section 2.18(k) and shall in each case notify the Lenders following any such purchase. The provisions of this Section 2.18(k) shall not be construed to apply to (i) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (ii) the application of Cash Collateral provided for in Section 2.24, or (iii) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or sub-participations in any L/C Obligations to any assignee or participant, other than an assignment to the Borrower or any Affiliate thereof (as to which the provisions of this Section shall

apply). The Borrower consents on behalf of itself and each other Loan Party to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against each Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of each Loan Party in the amount of such participation. For the avoidance of doubt, no amounts received by the Administrative Agent or any Lender from any Guarantor that is not a Qualified ECP Guarantor shall be applied in partial or complete satisfaction of any Excluded Swap Obligations.

(l)[Reserved].

(m)Notwithstanding anything to the contrary in this Agreement, the Administrative Agent may, in its discretion at any time or from time to time, without the Borrower’s request and even if the conditions set forth in Section 4.2 would not be satisfied, make a Revolving Loan in an amount equal to the portion of the Obligations constituting overdue interest and fees and Swingline Loans from time to time due and payable to itself, any Revolving Lender, the Swingline Lender or the Issuing Bank, and apply the proceeds of any such Revolving Loan to those Obligations; provided that after giving effect to any such Revolving Loan, the aggregate outstanding Revolving Loans will not exceed the Total Revolving Commitments then in effect.

2.19Illegality; Increased Costs.

(a)Illegality. If any Lender determines that any Requirement of Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable lending office to make, maintain or fund Loans whose interest is determined by reference to SOFR, Adjusted Term SOFR, Term SOFR, or Term SOFR Reference Rate, or to determine or charge interest based upon SOFR, Adjusted Term SOFR, Term SOFR, or Term SOFR Reference Rate, then, upon notice thereof by such Lender to the Borrower (through the Administrative Agent) (an “Illegality Notice”), (i) any obligation of the Lenders to make, and the right of the Borrower to continue SOFR Loans or to convert ABR Loans to SOFR Loans, shall be suspended, and (ii) the interest rate on ABR Loans shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to SOFR component of the definition of “ABR”, in each case until each affected Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of an Illegality Notice, the Borrower shall, if necessary to avoid such illegality, upon demand from any Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all SOFR Loans to ABR Loans (the interest rate on which ABR Loans shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to SOFR component of the definition of “ABR”), on the Interest Payment Date therefor, if all affected Lenders may lawfully continue to maintain such SOFR Loans to such day, or immediately, if any Lender may not lawfully continue to maintain such SOFR Loans to such day, in each case, until the Administrative Agent is advised in writing by each affected Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon, Adjusted Term SOFR, Term SOFR, or Term SOFR Reference Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.21.

(b)Increased Costs. If the adoption of or any change in any Requirement of Law or in the administration, interpretation, implementation or application thereof by any Governmental Authority, or the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority made subsequent to the date hereof:

(i)shall subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes, and (C) Connection Income Taxes) on its Loans, Loan principal, Letters of Credit, Commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;

(ii)shall impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in

Regulation D)), special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of or credit extended or participated in by, any Lender; or

(iii)impose on any Lender any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation in any such Loan or Letter of Credit;

and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining Loans or of maintaining its obligation to make such Loans, or to increase the cost to such Lender or such other Recipient of issuing, maintaining or participating in Letters of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum receivable or received by such Lender or other Recipient hereunder in respect thereof (whether of principal, interest or any other amount), then, in any such case, upon the request of such Lender or other Recipient, the Borrower will promptly pay such Lender or other Recipient, as the case may be, any additional amount or amounts necessary to compensate such Lender or other Recipient, as the case may be, for such additional costs incurred or reduction suffered. If any Lender becomes entitled to claim any additional amounts pursuant to this paragraph, it shall promptly notify the Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled.

(c)If any Lender determines that any change in any Requirement of Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, regarding capital or liquidity requirements, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Swingline Loans held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below that which such Lender or such Lender’s holding company could have achieved but for such change in such Requirement of Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy or liquidity), then from time to time the Borrower will pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s or Issuing Bank’s holding company for any such reduction suffered.

(d)For purposes of this Agreement, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case (i) and (ii) be deemed to be a change in any Requirement of Law, regardless of the date enacted, adopted or issued.

(e)A certificate as to any additional amounts payable pursuant to paragraphs (b) or (c) of this Section submitted by any Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation. Notwithstanding anything to the contrary in this Section 2.19, the Borrower shall not be required to compensate a Lender pursuant to this Section 2.19 for any amounts incurred or reductions suffered more than 9 months prior to the date that such Lender notifies the Borrower of the change in the Requirement of Law giving rise to such increased costs or reductions, and of such Lender’s intention to claim compensation therefor; provided that if the circumstances giving rise to such claim have a retroactive effect, then such 9 month period shall be extended to include the period of such retroactive effect. The obligations of the Borrower arising pursuant to this Section 2.19 shall survive the Discharge of Obligations and the resignation of the Administrative Agent.

2.20Taxes.

For purposes of this Section 2.20, the term “Lender” includes the Issuing Bank and the terms “applicable law” and “Requirement of Law” includes FATCA.

(a)Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Requirements of Law, and the Borrower shall, and shall cause each other Loan Party, to comply with the requirements set forth in this Section 2.20. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.20) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

(b)Payment of Other Taxes. The Borrower shall, and shall cause each other Loan Party to, timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes applicable to such Loan Party.

(c)Evidence of Payments. As soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority pursuant to this Section 2.20, the Borrower shall, or shall cause such other Loan Party to, deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(d)Indemnification by Loan Parties. The Borrower shall, and shall cause each other Loan Party to, jointly and severally indemnify each Recipient, within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 2.20) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(e)Indemnification by Lenders. Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 9.6 relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this Section 2.20(e).

(f)Status of Lenders.

(i)Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Sections 2.20(f)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if the Lender is not legally entitled to complete, execute or deliver such documentation or, in the Lender’s reasonable judgment, such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(ii)Without limiting the generality of the foregoing, in the event that the Borrower is a U.S. Person,

(A)any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;

(B)any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable:

(1)in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable (or any successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable (or any successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(2)executed copies of IRS Form W-8ECI;

(3)in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit E-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable (or any successor form); or

(4)to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable (or any successor form), a U.S. Tax Compliance Certificate substantially in the form of Exhibit E-2 or Exhibit E-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit E-4 on behalf of each such direct and indirect partner;

(C)any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and

(D)if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code and including IRS Form W-8BEN-E) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(iii)Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so. Each Foreign Lender shall promptly notify the Borrower at any time it determines that it is no longer in a position to provide any previously delivered certificate to the Borrower (or any other form of certification adopted by the U.S. taxing authorities for such purpose). Notwithstanding any other provision of this paragraph, a Foreign Lender shall not be required to deliver any form pursuant to this paragraph that such Foreign Lender is not legally able to deliver.

(g)Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.20 (including by the payment of additional amounts pursuant to this Section 2.20), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this Section 2.20(g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 2.20(g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this Section 2.20(g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

(h)Survival. Each party’s obligations under this Section 2.20 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender and the Discharge of Obligations.

2.21Indemnity. In the event of (a) the payment of any principal of any SOFR Loan other than on the Interest Payment Date therefor (including as a result of an Event of Default), (b) the conversion of any SOFR Loan other than on the Interest Payment Date therefor (including as a result of

an Event of Default), (c) the failure to borrow, convert, continue or prepay any SOFR Loan on the date specified in any notice delivered pursuant hereto, or (d) the assignment of any SOFR Loan other than on the Interest Payment Date therefor as a result of a request by the Borrower pursuant to Section 2.23), then, in any such event, the Borrower shall compensate each Lender for any loss, cost and expense attributable to such event, including any loss, cost or expense arising from the liquidation or redeployment of funds or from any fees payable. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

2.22Change of Lending Office. Each Lender agrees that upon the occurrence of any event giving rise to the operation of Section 2.19(b), Section 2.19(c), Section 2.20(a), Section 2.20(b) or Section 2.20(d) with respect to such Lender or that would require any Loan Party to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of such Lender pursuant to Section 2.19 or Section 2.20, it will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate a different lending office for funding or booking its Loans affected by such event or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.19 or 2.20, as the case may be, in the future, and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender; provided that nothing in this Section shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.19(b), Section 2.19(c), Section 2.20(a), Section 2.20(b) or Section 2.20(d). The Borrower hereby agrees to pay all reasonable and documented costs and expenses incurred by any Lender in connection with any such designation or assignment made at the request of the Borrower.

2.23Substitution of Lenders. Upon the receipt by the Borrower of any of the following (or in the case of clause (a) below, if the Borrower is required to pay any such amount), with respect to any Lender (any such Lender described in clauses (a) through (c) below being referred to as an “Affected Lender” hereunder):

(a)a request from a Lender for payment of Indemnified Taxes or additional amounts under Section 2.20 or of increased costs pursuant to Section 2.19(b) or Section 2.19(c) (and, in any such case, such Lender has declined or is unable to designate a different lending office in accordance with Section 2.22 or is a Non-Consenting Lender);

(b)a notice from the Administrative Agent under Section 9.1(b) that one or more Minority Lenders are unwilling to agree to an amendment or other modification requiring the approval of each Lender or each Lender directly and adversely affected thereby and approved by the Required Lenders and the Administrative Agent; or

(c)notice from the Administrative Agent that a Lender is a Defaulting Lender;

then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent and such Affected Lender: (i) request that one or more of the other Lenders acquire and assume all or part of such Affected Lender’s Loans and Commitment; or (ii) designate a replacement lending institution (which shall be an Eligible Assignee) to acquire and assume all or a ratable part of such Affected Lender’s Loans and Commitment (the replacing Lender or lender in (i) or (ii) being a “Replacement Lender”); provided, however, that the Borrower shall be liable for the payment upon demand of all costs and other amounts arising under Section 2.21 that result from the acquisition of any Affected Lender’s Loan and/or Commitment (or any portion thereof) by a Lender or Replacement Lender, as the case may be, on a date other than the Interest Payment Date therefor, with respect to any SOFR Loans then outstanding; and provided further, however, that if the Borrower elects to exercise such right with respect to any Affected Lender under clauses (a) or (b) of this Section 2.23, then the Borrower shall be obligated to replace all Affected Lenders under such clauses. The Affected Lender replaced pursuant to this Section 2.23 shall be required to assign and delegate, without recourse, all of its interests, rights and obligations under this Agreement and the related Loan Documents to one or more Replacement Lenders that so agree to acquire and assume all or a ratable part of such Affected Lender’s Loans and

Commitment upon payment to such Affected Lender of an amount (in the aggregate for all Replacement Lenders) equal to 100% of the outstanding principal of the Affected Lender’s Loans and participations in L/C Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents from such Replacement Lenders (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts, including amounts under Section 2.21 hereof). Any such designation of a Replacement Lender shall be effected in accordance with, and subject to the terms and conditions of, the assignment provisions contained in Section 9.6 (with the assignment fee to be paid by the Borrower in such instance), and, if such Replacement Lender is not already a Lender hereunder or an Affiliate of a Lender or an Approved Fund, shall be subject to the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld). Notwithstanding the foregoing, with respect to any assignment pursuant to this Section 2.23, (a) in the case of any such assignment resulting from a claim for compensation under Section 2.19 or payments required to be made pursuant to Section 2.20, such assignment shall result in a reduction in such compensation or payments thereafter; (b) such assignment shall not conflict with applicable law and (c) in the case of any assignment resulting from a Lender being a Minority Lender referred to in clause (b) of this Section 2.23, the applicable assignee shall have consented to the applicable amendment, waiver or consent. Notwithstanding the foregoing, an Affected Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Affected Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Each party hereto agrees that (a) an assignment required pursuant to this Section 2.23 may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee and (b) the Lender required to make such assignment need not be a party thereto in order for such assignment to be effective and shall be deemed to have consented to an be bound by the terms thereof; provided that, following the effectiveness of any such assignment, the other parties to such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender; provided, further that any such documents shall be without recourse to or warranty by the parties thereto.

Notwithstanding anything in this Section 2.23 to the contrary, (a) any Lender that acts as an Issuing Bank may not be replaced as an Issuing Bank hereunder at any time it has any Letter of Credit outstanding hereunder unless arrangements satisfactory to such Lender have been made with respect to such outstanding Letter of Credit and (b) the Lender that acts as the Administrative Agent may not be replaced hereunder except in accordance with the terms of Section 8.6.

2.24Cash Collateral

(a)Obligation to Cash Collateralize. At any time that there shall exist a Defaulting Lender, within 1 Business Day following the written request of the Administrative Agent or any Issuing Bank (with a copy to the Administrative Agent), the Borrower shall Cash Collateralize the Issuing Banks’ Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.25(a)(iv) and any Cash Collateral provided by such Defaulting Lender) in an amount not less than the Minimum Collateral Amount.

(b)Grant of Security Interest. The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to the Administrative Agent, for the benefit of the Issuing Banks, and agrees to maintain, a first priority security interest in all such Cash Collateral as security for the Defaulting Lender’s obligation to fund participations in respect of L/C Obligations, to be applied pursuant to clause (c) below. If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent and the Issuing Banks as herein provided, or that the total amount of such Cash Collateral is less than the Minimum Collateral Amount, the Borrower will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any Cash Collateral provided by the Defaulting Lender).

(c)Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Section or Section 2.25 in respect of Letters of Credit

shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of L/C Obligations (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein.

(d)Termination of Requirement. Cash Collateral (or the appropriate portion thereof) provided to reduce any Issuing Bank’s Fronting Exposure shall no longer be required to be held as Cash Collateral pursuant to this Section following (i) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or (ii) the determination by the Administrative Agent and each Issuing Bank that there exists excess Cash Collateral; provided that, subject to Section 2.25 the Person providing Cash Collateral and each Issuing Bank may agree that Cash Collateral shall be held to support future anticipated Fronting Exposure or other obligations and provided further that to the extent that such Cash Collateral was provided by the Borrower, such Cash Collateral shall remain subject to the security interest granted pursuant to the Loan Documents.

2.25Defaulting Lenders.

(a)Defaulting Lender Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by applicable law:

(i)    Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 9.1 and in the definition of Required Lenders.

(ii)    Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 or otherwise, and including any amounts made available to the Administrative Agent by such Defaulting Lender pursuant to Section 9.7), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Bank or to the Swingline Lender hereunder; third, to be held as Cash Collateral for the funding obligations of such Defaulting Lender of any participation in any Letter of Credit; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a Deposit Account and released pro rata to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement, and (y) be held as Cash Collateral for the future funding obligations of such Defaulting Lender of any participation in any future Letter of Credit; sixth, to the payment of any amounts owing to any Revolving Lender, Issuing Bank or Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Revolving Lender, Issuing Bank or Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default has occurred and is continuing, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (A) such payment is a payment of the principal amount of any Loans or L/C Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share and (B) such Loans or L/C Disbursements were made at a time when the conditions set forth in Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Disbursements and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments under the Revolving Facility without giving effect to Section 2.25(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting

Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.25(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

(iii)    Certain Fees.

(A)No Defaulting Lender shall be entitled to receive any fee pursuant to Section 2.9(b) for any period during which such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to such Defaulting Lender).

(B)Each Defaulting Lender shall be limited in its right to receive L/C Fees as provided in Section 2.9(c).

(C)With respect to any L/C Fee not required to be paid to any Defaulting Lender pursuant to clause (A) or (B) above, the Borrower shall (x) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in Letters of Credit or Swingline Loans that has been reallocated to such Non-Defaulting Lender pursuant to clause (iv) below, (y) pay to the Issuing Bank and the Swingline Lender, as applicable, the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to the Issuing Bank’s or the Swingline Lender’s Fronting Exposure to such Defaulting Lender, and (z) not be required to pay the remaining amount of any such fee.

(iv)    Reallocation of Participations to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each Non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit pursuant to Section 2.7(e) or in Swingline Loans pursuant to Section 2.6(c), the Revolving Percentage of each Non-Defaulting Lender of any such Letter of Credit and the Revolving Percentage of each Non-Defaulting Lender of any such Swingline Loan, as the case may be, shall be computed without giving effect to the Revolving Commitment of such Defaulting Lender; provided that the aggregate obligations of each Non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swingline Loans shall not exceed the positive difference, if any, of (1) the Revolving Commitment of that Non-Defaulting Lender minus (2) the aggregate outstanding amount of the Revolving Loans of that Lender plus the aggregate amount of that Lender’s Revolving Percentage of the Dollar Equivalent of the then outstanding Letters of Credit, plus the aggregate amount of such Lender’s pro rata percentage of the then outstanding Swingline Loans. Subject to Section 9.19, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

(v)    Cash Collateral, Repayment of Swingline Loans. If the reallocation described in clause (iv) above cannot, or can only partially, be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under law, (x) first, prepay Swingline Loans in an amount equal to the Swingline Lender’s Fronting Exposure and (y) second, Cash Collateralize the Issuing Bank’s Fronting Exposure in accordance with the procedures set forth in Section 2.24.

(b)Defaulting Lender Cure. If the Borrower, the Administrative Agent, the Swingline Lender and the Issuing Bank agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), such Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held on a pro rata basis by the Lenders in accordance with their respective Revolving Percentages (without giving effect to Section 2.25(a)(iv)), whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender; and provided further that, except to the extent otherwise expressly agreed by the affected parties, no

change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender having been a Defaulting Lender.

(c)New Swingline Loans/Letters of Credit. So long as any Lender is a Defaulting Lender, (i) the Swingline Lender shall not be required to fund any Swingline Loans unless it is satisfied that it will have no Fronting Exposure after giving effect to such Swingline Loan, and (ii) the Issuing Bank shall not be required to issue, extend, increase, reinstate or renew any Letter of Credit unless it is satisfied that it will have no Fronting Exposure in respect of Letters of Credit after giving effect thereto.

(d)Termination of Defaulting Lender. The Borrower may terminate the unused amount of the Revolving Commitment of any Revolving Lender that is a Defaulting Lender upon not less than 10 Business Days’ prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), and in such event the provisions of Section 2.25(a)(ii) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts); provided that (i) no Event of Default shall have occurred and be continuing, and (ii) such termination shall not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Bank, the Swingline Lender or any other Lender may have against such Defaulting Lender.

2.26Joint and Several Liability of the Borrowers.

If, at any time there is more than one Person comprising the Borrower:

(a)Each Borrower is accepting joint and several liability hereunder and under the other Loan Documents in consideration of the financial accommodations to be provided by the Lenders under this Agreement, for the mutual benefit, directly and indirectly, of each Borrower and in consideration of the undertakings of the other Borrowers to accept joint and several liability for the Obligations.

(b)Each Borrower, jointly and severally, hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Borrowers, with respect to the payment and performance of all of the Obligations (including any Obligations arising under this Section 2.26), it being the intention of the parties hereto that all the Obligations shall be the joint and several obligations of each Borrower without preferences or distinction among them.

(c)If and to the extent that any Borrower shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligations.

(d)The Obligations of each Borrower under the provisions of this Section 2.26 constitute the absolute and unconditional, full recourse Obligations of each Borrower enforceable against each Borrower to the full extent of its properties and assets, irrespective of the validity, regularity or enforceability of this Agreement or any other circumstances whatsoever.

(e)Except as otherwise expressly provided in this Agreement, each Borrower hereby waives notice of acceptance of its joint and several liability, notice of any Loans made or Letters of Credit issued under or pursuant to this Agreement, notice of the occurrence of any Default, Event of Default, or of any demand for any payment under this Agreement, notice of any action at any time taken or omitted by the Administrative Agent or Lenders under or in respect of any of the Obligations, any requirement of diligence or to mitigate damages and, generally, to the extent permitted by applicable law, all demands, notices and other formalities of every kind in connection with this Agreement (except as otherwise provided in this Agreement). Each Borrower hereby assents to, and waives notice of, any extension or postponement of the time for the payment of any of the Obligations, the acceptance of any payment of any of the Obligations, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by the Administrative Agent or Lenders at any time or times in respect of any default by any Borrower in the performance or satisfaction of any term, covenant, condition or provision of this Agreement, any and all other indulgences whatsoever by the Administrative Agent or Lenders in respect

of any of the Obligations, and the taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any of the Obligations or the addition, substitution or release, in whole or in part, of any Borrower. Without limiting the generality of the foregoing, each Borrower assents to any other action or delay in acting or failure to act on the part of the Administrative Agent or Lender with respect to the failure by any Borrower to comply with any of its respective Obligations, including, without limitation, any failure strictly or diligently to assert any right or to pursue any remedy or to comply fully with applicable laws or regulations thereunder, which might, but for the provisions of this Section 2.26 afford grounds for terminating, discharging or relieving any Borrower, in whole or in part, from any of its Obligations under this Section 2.26, it being the intention of each Borrower that, so long as any of the Obligations hereunder remain unsatisfied, the Obligations of each Borrower under this Section 2.26 shall not be discharged except by performance and then only to the extent of such performance. The Obligations of each Borrower under this Section 2.26 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any Borrower, the Administrative Agent or any Lender.

(f)Each Borrower represents and warrants to the Administrative Agent and Lenders that such Borrower is currently informed of the financial condition of the Borrowers and of all other circumstances which a diligent inquiry would reveal and which bear upon the risk of nonpayment of the Obligations. Each Borrower further represents and warrants to the Administrative Agent and Lenders that such Borrower has read and understands the terms and conditions of the Loan Documents. Each Borrower hereby covenants that such Borrower will continue to keep informed of the Borrowers’ financial condition, the financial condition of other guarantors, if any, and of all other circumstances which bear upon the risk of nonpayment or nonperformance of the Obligations.

(g)Each Borrower waives all rights and defenses (i) arising out of an election of remedies by the Administrative Agent or any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Borrower’s rights of subrogation and reimbursement against any applicable Loan Party, and (ii) relating to any suretyship defenses available to it under the Uniform Commercial Code or any other applicable law.

(h)Each Borrower waives all rights and defenses that such Borrower may have because the Obligations are secured by real property at any time. This means, among other things:

(i)The Administrative Agent and Lenders may collect from such Borrower without first foreclosing on any real or personal property Collateral pledged by the Borrowers.

(ii)If the Administrative Agent or any Lender forecloses on any Collateral consisting of real property pledged by the Borrowers:

(A)The amount of the Obligations may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price.

(B)The Administrative Agent and Lenders may collect from such Borrower even if the Administrative Agent or Lenders, by foreclosing on real property, has destroyed any right such Borrower may have to collect from the other Borrowers.

This is an unconditional and irrevocable waiver of any rights and defenses such Borrower may have because the Obligations are secured by real property.

(i)The provisions of this Section 2.26 are made for the benefit of the Administrative Agent, the Lenders, and their respective successors and assigns, and may be enforced by it or them from time to time against any or all the Borrowers as often as occasion therefor may arise and without requirement on the part of the Administrative Agent, any Lender, any successor or any assign first to marshal any of its or their claims or to exercise any of its or their rights against any Borrower or to exhaust any remedies available to it or them against any Borrower or to resort to any other source or means of obtaining payment of any of the Obligations hereunder or to elect any other remedy. The

provisions of this Section 2.26 shall remain in effect until all of the Obligations shall have been paid in full or otherwise fully satisfied. If at any time, any payment, or any part thereof, made in respect of any of the Obligations, is rescinded or must otherwise be restored or returned by the Administrative Agent or any Lender upon the insolvency, bankruptcy or reorganization of any Borrower, or otherwise, the provisions of this Section 2.26 will forthwith be reinstated in effect, as though such payment had not been made.

(j)Each Borrower hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to the Administrative Agent or Lenders with respect to any of the Obligations or any collateral security therefor until such time as all of the Obligations have been paid in full in cash. Any claim which any Borrower may have against any other Borrower with respect to any payments to the Administrative Agent or Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any Borrower, its debts or its assets, whether voluntary or involuntary, all such Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Borrower therefor. Notwithstanding anything to the contrary contained in this Section 2.26, no Borrower shall exercise any rights of subrogation, contribution, indemnity, reimbursement or other similar rights against, and shall not proceed or seek recourse against or with respect to any property or asset of, any other Borrower (the “Foreclosed Borrower”), including after payment in full of the Obligations, if all or any portion of the Obligations have been satisfied in connection with an exercise of remedies in respect of the Capital Stock of such Foreclosed Borrower whether pursuant to the Security Documents or otherwise.

(k)Each Borrower hereby agrees that, after the occurrence and during the continuance of any Default or Event of Default, the payment of any amounts due with respect to the indebtedness owing by any Borrower to any other Borrower is hereby subordinated to the prior payment in full in cash of the Obligations. Each Borrower hereby agrees that after the occurrence and during the continuance of any Default or Event of Default, such Borrower will not demand, sue for or otherwise attempt to collect any indebtedness of any other Borrower owing to such Borrower until the Obligations shall have been paid in full in cash. If, notwithstanding the foregoing sentence, such Borrower shall collect, enforce or receive any amounts in respect of such indebtedness, such amounts shall be collected, enforced and received by such Borrower as trustee for the Administrative Agent, and such Borrower shall deliver any such amounts to the Administrative Agent for application to the Obligations in accordance with the terms of this Agreement.

(l)Subject to the foregoing, to the extent that any Borrower shall, under this Agreement as a joint and several obligor, repay any of the Obligations made to another Borrower hereunder or other Obligations incurred directly and primarily by any other Borrower (an “Accommodation Payment”), then the Borrower making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each other Borrower in an amount, for each of such other Borrower, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower’s Allocable Amount and the denominator of which is the sum of the Allocable Amounts of all of the Borrowers. As of any date of determination, the “Allocable Amount” of each Borrower shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Borrower hereunder without (a) rendering such Borrower “insolvent” within the meaning of Section 101(31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Borrower with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Borrower unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA.

(m)Each entity comprising the Borrower hereby irrevocably appoints Sprout Social, Inc., a Delaware corporation, as the borrowing agent and attorney-in-fact for all entities composing the

Borrower (the “Administrative Borrower”), which appointment shall remain in full force and effect unless and until the Administrative Agent shall have received prior written notice signed by each entity comprising the Borrower that such appointment has been revoked and that another entity composing the Borrower has been appointed Administrative Borrower.  Each entity comprising the Borrower hereby irrevocably appoints and authorizes the Administrative Borrower (a) to provide the Administrative Agent with all notices with respect to Loans and Letters of Credit obtained for the benefit of any entity composing the Borrower and all other notices and instructions under this Agreement and the other Loan Documents, and (b) to take such action as the Administrative Borrower deems appropriate on its behalf to obtain Loans and Letters of Credit and to exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement and the other Loan Documents.

2.27Notes. If so requested by any Lender by written notice to the Borrower (with a copy to the Administrative Agent), the Borrower shall execute and deliver to such Lender (and/or, if applicable and if so specified in such notice, to any Person who is an assignee of such Lender pursuant to Section 9.6) (promptly after the Borrower’s receipt of such notice) a Note or Notes to evidence such Lender’s Loans.

2.28Incremental Loans.

(a)At any time during the Revolving Commitment Period the Borrower may request from time to time from one or more existing Lenders or from other Eligible Assignees reasonably acceptable to the Administrative Agent, the Issuing Bank, the Swingline Lender and the Borrower (but subject to the conditions set forth in clause (b) below) that the Total Revolving Commitments be increased by an aggregate amount not to exceed the Available Revolving Increase Amount (each such increase, an “Increase”); provided that the Borrower may not request an Increase on more than three occasions during the Revolving Commitment Period. No Lender shall be obligated to increase its Revolving Commitments in connection with a proposed Increase. The Administrative Agent shall invite each Lender to provide a portion of the Increase ratably in accordance with its Revolving Percentage of each requested Increase (it being agreed that no Lender shall be obligated to provide an Increase and that any Lender may elect to participate in such Increase in an amount that is less than its Revolving Percentage of such requested Increase or more than its Revolving Percentage of such requested Increase if other Lenders have elected not to participate in any applicable requested Increase in accordance with their Revolving Percentage) and to the extent, 10 Business Days after receipt of invitation, sufficient Lenders do not agree to provide the full amount of such Increase, then the Administrative Agent may invite any prospective lender that satisfies the criteria of being an “Eligible Assignee” to become a Lender in connection with the proposed Increase. Any Increase shall be in an amount of at least $5,000,000 (or, if the Available Revolving Increase Amount is less than $5,000,000, such remaining Available Revolving Increase Amount) and integral multiples of $1,000,000 in excess thereof. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolving Commitments exceed the Available Revolving Increase Amount during the term of the Agreement. Each request for an Increase delivered by the Borrower to the Administrative Agent shall set forth the amount and proposed terms of the Increase.

(b)Each of the following shall be conditions precedent to any Increase of the Revolving Commitments in connection therewith:

(i)any Increase shall be on the same terms (including the interest rate, and maturity date), as applicable, as, and pursuant to documentation applicable to, the Revolving Facility then in effect; provided that any such Increase may provide for terms (including interest rate) more favorable to such Increase lenders, if any existing Revolving Loans at the time of such Increase are also provided the benefit of such more favorable terms (and the consent of any existing Revolving Lender shall not be required to implement such terms); provided, further, that any fees shall be agreed between the Borrower and the lenders providing such Increase;

(ii)the Borrower shall have delivered a written request for such Increase at least 10 Business Days prior to the requested establishment of such Increase (or such later date as may be reasonably approved by the Administrative Agent), which request shall set forth the amount and proposed terms of the Increase;

(iii)each lender agreeing to such Increase, the Borrower and the Administrative Agent shall have signed an Increase Joinder (any Increase Joinder may, with the consent of the Administrative Agent, the Borrower and the lenders agreeing to such Increase, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate to effectuate the provisions of this Section 2.28 (including the preceding clause (ii))) and the Borrower shall have executed any Notes requested by any Lender in connection with the making of the Increase. Notwithstanding anything to the contrary in this Agreement or in any other Loan Document, an Increase Joinder reasonably satisfactory to the Administrative Agent, and the amendments to this Agreement effected thereby, shall not require the consent of any Lender other than the Lender(s) agreeing to establish such Increase;

(iv)immediately after giving pro forma effect to such Increase and the use of proceeds thereof, each of the conditions precedent in Section 4.2(a) are satisfied;

(v)immediately after giving pro forma effect to such Increase and the use of proceeds thereof, no Default or Event of Default shall have occurred and be continuing at the time of such Increase, the Borrower shall be in compliance with the financial covenant set forth in Section 6.1(a) hereof, the Borrower shall be in compliance with the financial covenant set forth in Section 6.1(b) hereof (after giving effect to the Covenant Adjustment Amount) as of the end of the most recently ended quarter for which financial statements are required to be delivered prior to such Increase, and the Borrower shall have delivered to the Administrative Agent a Compliance Certificate evidencing compliance with the requirements of this clause (v);

(vi)in connection with such Increase, the Borrower shall pay to the Administrative Agent, for the benefit of the Administrative Agent or the Increase lenders, as applicable, all fees that the Borrower has agreed to pay in connection with such Increase (including pursuant to the Fee Letter); and

(vii)upon each Increase in accordance with this Section 2.28, all outstanding Loans, participations hereunder in Letters of Credit and participations hereunder in Swingline Loans held by each Lender shall be reallocated among the Lenders (including any newly added Lenders) in accordance with the Lenders’ respective revised Revolving Percentages, pursuant to procedures reasonably determined by the Administrative Agent in consultation with the Borrower;

provided that, with respect to any Increase incurred for the primary purpose of financing a Limited Condition Acquisition (“Acquisition-Related Incremental Commitments”), clauses (iv) and (v) of this sentence shall be deemed to have been satisfied so long as (A) as of the date of effectiveness of the acquisition agreement related to such Limited Condition Acquisition, no Default or Event of Default is in existence or would result from entry into such agreement, (B) as of the date of effectiveness of such Increase, no Event of Default under clause (a) or (f) of Section 7.1 is in existence immediately before or immediately after giving effect (including on a Pro Forma Basis) to such borrowing and to any concurrent transactions and any substantially concurrent use of proceeds thereof, (C) the representations and warranties set forth in Section 3 shall be true and correct in all material respects (or in all respects if qualified by materiality) as of the date of effectiveness of the acquisition agreement related to such Limited Condition Acquisition, and (D) as of the date of the initial borrowing pursuant to such Acquisition-Related Incremental Commitment, customary “Sungard” representations and warranties (with such representations and warranties to be reasonably determined by the Administrative Agent and the Borrower) shall be true and correct in all material respects (or in all respects if qualified by materiality) immediately prior to, and immediately after giving effect to, the incurrence of such Acquisition-Related Incremental Commitment.

(c)Upon the effectiveness of any Increase, (i) all references in this Agreement and any other Loan Document to the Revolving Loans shall be deemed, unless the context otherwise requires, to include such Increase advanced pursuant to this Section 2.28 and any amendments effected through the Increase Joinder and (ii) all references in this Agreement and any other Loan Document to the Revolving Commitment shall be deemed, unless the context otherwise requires, to include the commitment to advance an amount equal to such Increase pursuant to this Section 2.28.

The Revolving Loans and Revolving Commitments established pursuant to this Section 2.28 shall constitute Revolving Loans and Revolving Commitments under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. The Borrower shall take any actions reasonably required by Administrative Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the UCC or otherwise after giving effect to the establishment of any such new Revolving Commitments.

SECTION 3
REPRESENTATIONS AND WARRANTIES

To induce the Administrative Agent and the Lenders to enter into this Agreement and to make the Loans and issue the Letters of Credit, the Borrower hereby represents and warrants to the Administrative Agent and each Lender, as to itself and each other Group Member, that on the Closing Date and as of each date that such representations and warranties are deemed to have been made pursuant to Section 4.2 (or any other provision of any other Loan Documents executed and delivered by a Loan Party):

3.1Financial Condition. The audited consolidated balance sheets of the Group Members as of December 31, 2022, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Group Members as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of the Group Members as at March 31, 2023, and the related unaudited consolidated statements of income and cash flows for the 3 month period ended on such date, present fairly in all material respects the consolidated financial condition of the Group Members as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3 month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and subject to, in the case of unaudited financial statements normal year-end adjustments and absence of footnotes). No Group Member has, as of the Closing Date, any material Guarantee Obligations, contingent liabilities, or long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2022 to and including the date hereof, there has been no Disposition by any Group Member of any material part of its business or property.

3.2No Change. Since December 31, 2022, there has been no development, event or circumstance that, either individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect.

3.3Existence; Compliance with Law. Each Group Member (a) is duly incorporated or organized, validly existing and in good standing (to the extent such concept exists in the relevant jurisdiction) under the laws of the jurisdiction of its organization, except in the case of clause (a) (other than with respect to any Loan Party) where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, (b) has the power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or other organization and in good standing under the laws of each jurisdiction where the failure to be so qualified or in good standing would reasonably be expected to have a Material Adverse Effect and (d) is in compliance with all Requirements of Law except in such instances in which (i) such Requirement of Law is being contested in good faith by appropriate proceedings diligently conducted and the prosecution of such contest could not reasonably be expected to result in a Material Adverse Effect, or (ii) the failure to comply therewith, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

3.4Power, Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement. No material Governmental Approval or consent or authorization of, filing with, notice to or other act by or in respect of, any other Person is required in connection with the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) Governmental Approvals, consents, authorizations, filings and notices described on Schedule 3.4, which Governmental Approvals, consents, authorizations, filings and notices have been obtained or made and are in full force and effect, and (ii) the filings referred to in Section 3.19. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document upon execution and delivery will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

3.5No Legal Bar. The execution, delivery and performance of this Agreement and the other Loan Documents, the issuance of Letters of Credit, the extensions of credit hereunder and the use of the proceeds thereof will not violate the Operating Documents of any Group Member, any material Requirement of Law or any material Contractual Obligation of any Group Member and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law or any such material Contractual Obligation (other than the Liens created by the Security Documents). No Group Member has violated any Requirement of Law or violated or failed to comply with any Contractual Obligation applicable to the Group Members that would reasonably be expected to have a Material Adverse Effect.

3.6Litigation. No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Borrower, threatened in writing, by or against any Group Member or against any of their respective properties or revenues (a) with respect to any of the Loan Documents or any of the transactions contemplated hereby or thereby, or (b) that would reasonably be expected to have a Material Adverse Effect.

3.7No Default. No Group Member is in default under or with respect to any of its Contractual Obligations in any respect that would reasonably be expected to have a Material Adverse Effect. No Default or Event of Default has occurred and is continuing, nor shall either result from the making of a requested credit extension or the consummation of the transactions contemplated by this Agreement or any other Loan Document.

3.8Ownership of Property; Liens; Investments. Each Group Member has title in fee simple to, or a valid leasehold interest in, all of its real property, and good title to, or a valid leasehold interest in, all of its other property material to the conduct of its business and none of such property is subject to any Lien except as permitted by Section 6.3.

3.9Intellectual Property. Each Group Member owns, or is licensed to use (including by way of open source licenses or other use rights related to over-the-counter software that is commercially available to the public), all Intellectual Property necessary for the conduct of its business as currently conducted. No claim has been asserted in writing and is pending by any Person challenging or questioning any Group Member’s use of any Intellectual Property or the validity or effectiveness of any Group Member’s Intellectual Property, nor does any Group Member know of any valid basis for any such claim, unless such claim would not reasonably be expected to have a Material Adverse Effect. The use of Intellectual Property by each Group Member, and the conduct of such Group Member’s business, as currently conducted, does not infringe on or otherwise violate the rights of any Person, unless such infringement would not reasonably be expected to have a Material Adverse Effect, and there are no claims pending or, to the knowledge of any Group Member, threatened in writing to such effect.

3.10Taxes. Each Group Member has (i) filed or caused to be filed all Federal and state income and other material tax returns that are required to be filed (taking into account any extensions granted or grace periods in effect), and (ii) has paid all taxes shown to be due and payable on said returns or on any assessments made against it or any of its property and all other taxes, fees or other charges imposed on it or any of its property by any Governmental Authority (other than any taxes, charges or assessments the amount or validity of which are currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of the relevant Group Member or where the amount is less than $500,000 in the aggregate); no tax Lien has been filed (other than any tax Lien securing obligations that are not past due or tax Liens permitted under Section 6.3) and, to the knowledge of the Group Members, no claim is being asserted, with respect to any such tax, fee or other charge.

3.11Federal Regulations. The Borrower is not engaged and will not engage, principally or as one of its important activities, in the business of “buying” or “carrying” “margin stock” (within the respective meanings of each of the quoted terms under Regulation U as now and from time to time hereafter in effect) or extending credit for the purpose of purchasing or carrying margin stock. No part of the proceeds of any Loans, and no other extensions of credit hereunder, will be used for buying or carrying any such margin stock or for extending credit to others for the purpose of purchasing or carrying margin stock in violation of Regulations T, U or X of the Board. Following the application of the proceeds of each extension of credit hereunder, not more than 25% of the value of the assets (either of the Borrower only or of the Borrower and its Subsidiaries on a consolidated basis) will be margin stock. If any margin stock directly or indirectly constitutes Collateral securing the Obligations, if requested by any Lender or the Administrative Agent, the Borrower will furnish to the Administrative Agent and each Lender a statement to the foregoing effect in conformity with the requirements of FR Form G-3 or FR Form U-1, as applicable, referred to in Regulation U.

3.12Labor Matters. Except as, in the aggregate, would not reasonably be expected to have a Material Adverse Effect: (a) there are no strikes or other labor disputes against any Group Member pending or, to the knowledge of the Group Members, threatened; (b) hours worked by and payment made to employees of each Group Member have not been in violation of the Fair Labor Standards Act or any other applicable Requirement of Law dealing with such matters; and (c) all payments due from any Group Member on account of employee health and welfare insurance have been paid or accrued as a liability on the books of the relevant Group Member.

3.13ERISA.

(a)Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect, (i) each Plan is in compliance with the applicable provisions of ERISA, the Code and other federal or state laws and (ii) each Plan that is intended to be a qualified plan under Section 401(a) of the Code has received a favorable determination letter from the IRS to the effect that the form of such Plan is qualified under Section 401(a) of the Code and the trust related thereto has been determined by the IRS to be exempt from federal income tax under Section 501(a) of the Code, or an application for such a letter is currently being processed by the IRS, and, to the knowledge of any Group Member, nothing has occurred that would prevent or cause the loss of such tax-qualified status.

(b)There are no pending or, to the knowledge of any Group Member, threatened or contemplated claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that, either individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect.

(c)No ERISA Event has occurred, and no Group Member nor any ERISA Affiliate is aware of any fact, event or circumstance that, either individually or in the aggregate, could reasonably be expected to constitute or result in an ERISA Event with respect to any Pension Plan that, either individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect.

(d)The present value of all accrued benefits under each Pension Plan (based on those assumptions used to fund such Pension Plan) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Pension Plan allocable to such accrued benefits by a material amount. As of the most recent valuation date for each Multiemployer Plan, the potential liability of any Group Member or any ERISA Affiliate for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 or Section 4205 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, is zero.

(e)To the extent applicable, each Foreign Plan has been maintained in compliance with its terms and with the requirements of any and all applicable Requirements of Law and has been maintained, where required, in good standing with applicable regulatory authorities, except to the extent that the failure so to comply could not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. No Group Member has incurred any material obligation in connection with the termination of or withdrawal from any Foreign Plan. The present value of the accrued benefit liabilities (whether or not vested) under each Foreign Plan that is funded, determined as of the end of the most recently ended fiscal year of the applicable Group Member, on the basis of actuarial assumptions, each of which is reasonable, did not exceed the current value of the property of such Foreign Plan by a material amount, and for each Foreign Plan that is not funded, the obligations of such Foreign Plan are properly accrued.

3.14Investment Company Act; Other Regulations. No Loan Party is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940, as amended. No Loan Party is subject to regulation under any Requirement of Law (other than Regulation X of the Board) that limits its ability to incur the Indebtedness pursuant to this Agreement or which may otherwise render all or any portion of the Obligations unenforceable.

3.15Subsidiaries.

(a)As of the Closing Date, (i) Schedule 3.15 sets forth the name and jurisdiction of organization of each Subsidiary of the Borrower and, as to each such Subsidiary, the percentage of each class of Capital Stock owned by any Group Member and any other Person (other than directors holding qualifying shares), and (ii) there are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options granted to employees or directors and directors’ qualifying shares) of any nature relating to any Capital Stock of any Group Member, except as may be created by the Loan Documents.

(b)No Subsidiary which has been designated as an Immaterial Subsidiary fails to satisfy the limitations set forth in the definition thereof.

3.16Use of Proceeds. All or a portion of the proceeds of the Revolving Loans, Swingline Loans, and the Letters of Credit, shall be used for general corporate purposes, including without limitation, working capital, Investments permitted by Section 6.8 and Permitted Acquisitions.

3.17Environmental Matters. Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect:

(a)except as disclosed on Schedule 4.17, the facilities and properties owned, leased or operated by any Group Member (the “Properties”) do not contain, and have not previously contained, any Hazardous Materials in amounts or concentrations or under circumstances that constitute or have constituted a violation of, or could give rise to liability under, any Environmental Law;

(b)no Group Member has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by any Group Member (the “Business”), nor does any Group Member have knowledge or reason to believe that any such notice will be received or is being threatened;

(c)no Group Member has transported or disposed of Hazardous Materials from the Properties in violation of, or in a manner or to a location that could give rise to liability under, any Environmental Law, nor has any Group Member generated, treated, stored or disposed of Hazardous Materials at, on or under any of the Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law;

(d)no judicial proceeding or governmental or administrative action is pending or, to the knowledge of any Group Member, threatened, under any Environmental Law to which any Group Member is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business;

(e)there has been no release or threat of release of Hazardous Materials at or from the Properties arising from or related to the operations of any Group Member or otherwise in connection with the Business, in violation of or in amounts or in a manner that could reasonably be expected to give rise to liability under Environmental Laws;

(f)the Properties and all operations of the Group Members at the Properties are in compliance, and have in the last 5 years been in compliance, with all applicable Environmental Laws, and except as set forth on Schedule 3.17, to the knowledge of the Borrower, there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and

(g)no Group Member has assumed any liability of any other Person under Environmental Laws.

3.18Accuracy of Information, etc. No written statement or information contained in this Agreement, any other Loan Document or any other document, certificate or written statement furnished by or on behalf of any Loan Party to the Administrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, other than projections and information of a general economic and general industry nature, contained as of the date such statement, information, document or certificate was so furnished, taken as a whole together with the Borrower’s publicly filed information with the SEC, any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein not misleading. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is no fact known to any Loan Party that would reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents or in any other documents, certificates and statements furnished to the Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

3.19Security Documents.

(a)The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of Pledged Stock as defined and described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 3.19(a) in appropriate form are filed in the offices specified on Schedule 3.19(a), the Administrative Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title

and interest of the Loan Parties in such Collateral and the proceeds thereof to the extent a security interest in such Collateral can be created under the UCC, as security for the Obligations to the extent perfection in such Collateral can be obtained by filing Uniform Commercial Code financing statements or possession, in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 6.3). As of the Closing Date, none of the Capital Stock of any Group Member that is a limited liability company or partnership has any Capital Stock that is a Certificated Security.

(b)Each of the Mortgages delivered after the Closing Date will be, upon execution, effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (subject to Liens expressly permitted by Section 6.3 or the Mortgage).

3.20Solvency; Voidable Transaction. The Loan Parties, taken as a whole, and after giving effect to the incurrence of all Indebtedness, Obligations and obligations being incurred in connection herewith, will be, Solvent. No transfer of property is being made by any Loan Party and no obligation is being incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of such Loan Party.

3.21Regulation H. No Mortgage encumbers improved real property that is located in an area that has been identified by the Secretary of Housing and Urban Development as an area having special flood hazards and in which flood insurance has not been made available under the National Flood Insurance Act of 1968.

3.22[Reserved].

3.23[Reserved].

3.24Insurance. All insurance maintained by the Loan Parties is in full force and effect, all premiums (other than premiums financed in compliance with Section 6.2 or not yet due and payable) have been duly paid, no Loan Party has received notice of violation or cancellation thereof, and there exists no default under any requirement of such insurance. Each Loan Party maintains insurance with financially sound and reputable insurance companies on all its property in at least such amounts and against at least such risks (but including in any event public liability, product liability, and business interruption) as are usually insured against in the same general area by companies engaged in the same or a similar business.

3.25No Casualty Event. Since December 31, 2022, no Loan Party has received any notice of, nor does any Loan Party have any knowledge of, the occurrence or pendency or contemplation of any Casualty Event affecting all or any material portion of its property.

3.26[Reserved].

3.27[Reserved].

3.28Sanctions; Anti-Corruption Laws.

(a)No Group Member, nor, to the knowledge of any such Group Member, any director, officer, employee, agent, affiliate or representative thereof, is an individual or an entity that is, or is 50% or more owned or otherwise controlled by an individual or entity that is (i)  the subject of any Sanctions, or (ii) located, organized or resident in a Designated Jurisdiction.

(b)Each Group Member and each of their respective directors, officers and employees and, to the knowledge of any such Group Member, any agent, affiliate or representative thereof, are in compliance with all applicable Sanctions and with the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”) and any other applicable anti-corruption law, in all material respects. Each Group Member has instituted and maintain policies and procedures designed to ensure continued compliance with applicable Sanctions, the FCPA and any other applicable anti-corruption laws.

3.29Beneficial Ownership Certification. As of (a) the Closing Date, the information included in the Beneficial Ownership Certification delivered pursuant to Section 4.1(g) is true and correct in all respects and (b) the date delivered, the information included in each Beneficial Ownership Certification delivered pursuant to Section 5.8(h) is true and correct in all respects.

SECTION 4
CONDITIONS PRECEDENT

4.1Conditions to Initial Extension of Credit. The effectiveness of this Agreement and the obligation of each Lender to make its initial extension of credit hereunder shall be subject to the satisfaction or waiver, prior to or concurrently with the making of such extension of credit on the Closing Date, of the following conditions precedent:

(a)Loan Documents. The Administrative Agent shall have received each of the following, each of which shall be in form and substance reasonably satisfactory to the Administrative Agent:

(i)this Agreement, executed and delivered by the Administrative Agent, the Borrower and each Lender listed on Schedule 1.1A;

(ii)the Collateral Information Certificate and Disclosure Letter, executed and delivered by a Responsible Officer;

(iii)if required by any Revolving Lender, a Revolving Loan Note executed and delivered by the Borrower in favor of such Revolving Lender;

(iv)if required by the Swingline Lender, the Swingline Loan Note executed and delivered by the Borrower in favor of such Swingline Lender;

(v)the Guarantee and Collateral Agreement, executed and delivered by each Grantor named therein;

(vi)each Intellectual Property Security Agreement, executed and delivered by the applicable Grantor related thereto;

(vii)each other Security Document, executed and delivered by the applicable Loan Party party thereto; and

(viii)the Flow of Funds Agreement, executed or otherwise approved by the Borrower.

(b)[Reserved].

(c)Financial Statements. The Administrative Agent shall have received the financial statements of the Group Members referenced in Section 3.1.

(d)Approvals. All Governmental Approvals and consents and approvals of, or notices to, any other Person (including the holders of any Capital Stock issued by any Loan Party) required in connection with the execution and performance of the Loan Documents, the consummation of

the transactions contemplated hereby, shall have been obtained and be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that could reasonably be expected to restrain, prevent or otherwise impose burdensome conditions the financing contemplated hereby.

(e)Secretary’s or Managing Member’s Certificates; Certified Operating Documents; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Date and executed by the Secretary, Managing Member or equivalent officer of such Loan Party, substantially in the form of Exhibit B, with appropriate insertions and attachments, including (A) the Operating Documents of such Loan Party certified, in the case of formation documents, as of a recent date by the secretary of state or similar official of the relevant jurisdiction of organization of such Loan Party, (B) the relevant board resolutions or written consents of such Loan Party adopted by such Loan Party for the purposes of authorizing such Loan Party to enter into and perform the Loan Documents to which such Loan Party is party and (C) the names, titles, incumbency and signature specimens of those representatives of such Loan Party who have been authorized by such resolutions and/or written consents to execute Loan Documents on behalf of such Loan Party, (ii) a long form good standing certificate for each Loan Party from its respective jurisdiction of organization, and (iii) a certificate of foreign qualification from each jurisdiction where the failure of any Loan Party to be qualified could reasonably be expected to have a Material Adverse Effect.

(f)Responsible Officer’s Certificates. The Administrative Agent shall have received a certificate signed by a Responsible Officer, dated as of the Closing Date and in form and substance reasonably satisfactory to it, certifying (A) that the conditions specified in Sections 4.2(a) and (e) have been satisfied, and (B) that there has been no event or circumstance since December 31, 2022, that has had or that could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

(g)Patriot Act, Etc. The Administrative Agent and each Lender shall have received, prior to the Closing Date, (i) all documentation and other information requested to comply with applicable “know your customer” and anti-money-laundering rules and regulations, including the Patriot Act, (ii) a Beneficial Ownership Certification in relation to each Group Member that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation and (iii) a properly completed and signed IRS Form W-8 or W-9, as applicable, for each Loan Party.

(h)Due Diligence Investigation. The Administrative Agent shall have completed a due diligence investigation of the Group Members in scope, and with results, satisfactory to the Administrative Agent and shall have been given such access to the management, records, books of account, contracts and properties of the Group Members and shall have received such financial, business and other information regarding each of the foregoing Persons and businesses as it shall have requested.

(i)[Reserved].

(j)[Reserved].

(k)Collateral Matters.

(i)Lien Searches. The Administrative Agent shall have received the results of recent lien, judgment and litigation searches reasonably required by the Administrative Agent, and such searches shall reveal no Liens on any of the assets of the Loan Parties except for Liens permitted by Section 6.3, or Liens to be discharged on or prior to the Closing Date pursuant to documentation satisfactory to the Administrative Agent.

(ii)Pledged Stock; Stock Powers; Pledged Notes. The Administrative Agent shall have received (A) the certificates representing the shares of Capital Stock pledged to the Administrative Agent (for the benefit of the Secured Parties) pursuant to the Guarantee and Collateral Agreement or other applicable Security Document, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof, and (B) each promissory note (if any) pledged to the Administrative Agent (for the benefit of the Secured Parties) pursuant to the

Guarantee and Collateral Agreement or other applicable Security Document, endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof.

(iii)Filings, Registrations, Recordings, Agreements, Etc. Each document (including any UCC financing statements and Intellectual Property Security Agreements) required by the Security Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded to create in favor of the Administrative Agent (for the benefit of the Secured Parties), a perfected Lien on the Collateral described therein, prior and superior in right and priority to any Lien in the Collateral held by any other Person (other than with respect to Liens expressly permitted by Section 6.3), shall have been executed and delivered to the Administrative Agent or, as applicable, be in proper form for filing, registration or recordation.

(l)Insurance. The Administrative Agent shall have received insurance certificates satisfying the requirements of Section 5.6 hereof and Section 5.2(b) of the Guarantee and Collateral Agreement in form and substance satisfactory to the Administrative Agent.

(m)Fees. The Lenders and the Administrative Agent shall have received all fees required to be paid on or prior to the Closing Date (including pursuant to the Fee Letter), and all reasonable and documented fees and expenses for which invoices have been presented (including the reasonable and documented fees and expenses of legal counsel to the Administrative Agent) for payment on or before the Closing Date.

(n)Legal Opinions. The Administrative Agent shall have received the executed legal opinion of Cooley LLP, counsel to the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent.

(o)[Reserved].

(p)[Reserved].

(q)[Reserved].

(r)[Reserved].

(s)Solvency Certificate. The Administrative Agent shall have received a Solvency Certificate from the chief financial officer or treasurer of the Borrower with respect to the Loan Parties, taken as a whole.

(t)No Material Adverse Effect. There shall not have occurred since December 31, 2022 any event or condition that has had or could be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.

(u)No Litigation. No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of any Group Member, threatened in writing, that could reasonably be expected to have a Material Adverse Effect.

For purposes of determining compliance with the conditions specified in this Section 4.1, each Lender that has executed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter either sent (or made available) by the Administrative Agent to such Lender for consent, approval, acceptance or satisfaction, or required thereunder to be consented to or approved by or acceptable or satisfactory to such Lender, unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the Closing Date specifying such Lender’s objection thereto and either such objection shall not have been withdrawn by notice to the Administrative Agent to that effect on or prior to the Closing Date or, if any extension of credit on the Closing Date has been requested, such Lender shall not have made available to the Administrative Agent on or prior to the Closing Date such Lender’s Revolving Percentage of such requested extension of credit.

4.2Conditions to Each Extension of Credit. The agreement of each Lender to make any extension of credit requested to be made by it on any date (including its initial extension of credit) is subject to the satisfaction of the following conditions precedent:

(a)Representations and Warranties. Each of the representations and warranties made by each Loan Party in or pursuant to any Loan Document (i) that is qualified by materiality shall be true and correct, and (ii) that is not qualified by materiality, shall be true and correct in all material respects, in each case, on and as of such date as if made on and as of such date, except to the extent any such representation and warranty expressly relates to an earlier date, in which case such representation and warranty shall have been true and correct in all material respects (or all respects, as applicable) as of such earlier date.

(b)Foreign Currency. In the case of a Credit Extension to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent or the Issuing Bank would make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency.

(c)Availability. With respect to any requests for any Revolving Extensions of Credit, after giving effect to such Revolving Extension of Credit, the availability and borrowing limitations specified in Section 2.4 shall be complied with.

(d)Notices of Borrowing. The Administrative Agent shall have received a Notice of Borrowing in connection with any such request for extension of credit which complies with the requirements hereof.

(e)No Default. No Default or Event of Default shall have occurred and be continuing as of or on such date or after giving effect to the extensions of credit requested to be made on such date and the use of proceeds thereof (other than in connection with Limited Condition Acquisitions as set forth in Section 1.6, in which case there shall be (i) no Default or Event of Default as of the LCA Test Date and (ii) no Event of Default under Section 7.1(a) or (f) as of or on the date of such Revolving Extension of Credit or after giving effect to the extensions of credit requested to be made on such date and the use of proceeds thereof).

Each Borrowing by and issuance of a Letter of Credit on behalf of the Borrower hereunder and each Revolving Loan Conversion shall constitute a representation and warranty by the Borrower as of the date of such extension of credit or Revolving Loan Conversion, as applicable, that the conditions contained in this Section 4.2 have been satisfied.

4.3Post-Closing Conditions Subsequent. The Borrower shall satisfy each of the conditions subsequent to the Closing Date specified in this Section 4.3 to the satisfaction of the Administrative Agent, in each case, by no later than the date specified for such condition below (or such later date as the Administrative Agent shall agree in its sole discretion):

(a)within 120 days after the Closing Date, the Borrower shall deliver duly executed Control Agreements for the Loan Parties’ Deposit Accounts and Securities Accounts that are not (i) Excluded Accounts or (ii) Deposit Accounts and Securities Accounts maintained with the Administrative Agent;

(b)within 30 days after the Closing Date, the Borrower shall use commercially reasonable efforts to obtain a landlord waiver from the lessor of its corporate headquarters, in form and substance reasonably satisfactory to the Administrative Agent; and

(c)within 10 days after the Closing Date, the Administrative Agent shall have received insurance endorsements satisfying the requirements of Section 5.6 hereof and Section 5.2(b) of the Guarantee and Collateral Agreement in form and substance satisfactory to the Administrative Agent.

SECTION 5
AFFIRMATIVE COVENANTS

The Borrower hereby agrees that, at all times prior to the Discharge of Obligations, the Borrower shall, and, where applicable, shall cause each of its Subsidiaries to:

5.1Financial Statements. Furnish to the Administrative Agent for distribution to each Lender:

(a)within 90 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such fiscal year and the related audited consolidated statements of income and of cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous year, reported on without a “going concern” or like qualification or explanatory paragraph (other than a “going concern” or like qualification or exception or explanatory paragraph solely as a result of the final maturity date of any Loan being scheduled to occur within 12 months from the date of such opinion) or any qualification, exception or explanatory paragraph as to the scope of such audit, by PricewaterhouseCoopers LLP or other independent certified public accountants of nationally recognized standing and reasonably acceptable to the Administrative Agent; and

(b)within 45 days after the end of each of the first 3 fiscal quarterly periods of each fiscal year of the Borrower, the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such fiscal quarter and the related unaudited consolidated statements of income and of cash flows for such fiscal quarter and the portion of the fiscal year through the end of such fiscal quarter, setting forth in each case in comparative form the figures for the previous year, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments and absence of footnotes).

All such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied (except as approved by such accountants and disclosed in reasonable detail therein) consistently throughout the periods reflected therein and with prior periods.

Additionally, documents required to be delivered pursuant to this Section 5.1 and Section 5.2(e) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and, shall be deemed to have been delivered on the date on which the Borrower posts such documents, or provides a link thereto, either: (a) on the Borrower’s website on the Internet at the website address listed in Section 9.2; (b) when such documents are posted electronically on the Borrower’s behalf on an internet or intranet website to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), if any; or (c) on which the Borrower files such documents with the SEC and such documents are publicly available on the SEC’s EDGAR filing system or any successor thereto, if any.

5.2Certificates; Reports; Other Information. Furnish to the Administrative Agent, for distribution to each Lender (or, in the case of clause (g), to the relevant Lender):

(a)[reserved];

(b)concurrently with the delivery of financial statements pursuant to Section 5.1, a Compliance Certificate executed by a Responsible Officer (i) stating that, to the best of such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (ii) containing all information and calculations necessary for determining compliance by each Group Member with the provisions of this Agreement referred to therein as of the last day of the month, fiscal quarter or fiscal year of the Borrower, as the case may be, (iii) containing a description of any change in the jurisdiction of organization of any Loan Party and a list of any Intellectual Property issued

to, applied for or acquired by any Loan Party since the date of the most recent report delivered pursuant to this clause (b) (or, in the case of the first such report so delivered, since the Closing Date), in each to the extent not previously disclosed to the Administrative Agent, and (iv) containing a list of all Subsidiaries that were Excluded Subsidiaries as of the most recent date that a certificate was delivered pursuant to this Section 5.2(b) and are no longer Excluded Subsidiaries;

(c)no later than 60 days after the end of each fiscal year of the Borrower, a detailed consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of each fiscal quarter of such fiscal year and the related consolidated statements of projected cash flow and income for each such fiscal quarter), and, as soon as available, material board approved revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections are based on reasonable estimates, information and assumptions and that such Responsible Officer has no reason to believe that such Projections are incorrect or misleading in any material respect, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount;

(d)promptly, and in any event within 10 days after receipt thereof by any Group Member, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or other inquiry by such agency regarding financial or other operational results of any Group Member (other than routine comment letters from the staff of the SEC relating to any Group Member’s filings with the SEC);

(e)within 10 days after the same are sent, copies of each annual report, proxy or financial statement or other material report that any Group Member sends to the holders of any class of its Indebtedness or public equity securities and, within 10 days after the same are filed, copies of all annual, regular, periodic and special reports and registration statements which any Group Member may file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any national securities exchange, and not otherwise required to be delivered to the Administrative Agent pursuant hereto;

(f)within 5 Business Days after the same are sent or received, copies of all correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law or that could reasonably be expected to have a Material Adverse Effect; and

(g)promptly, such additional financial and other information, including, without limitation, any certification or other evidence confirming Borrower’s compliance with the terms of this Agreement, as the Administrative Agent or any Lender may from time to time reasonably request.

Notwithstanding anything to the contrary in this Agreement, none of the Borrower nor any Subsidiary shall be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets, (ii) in respect of which disclosure to the Administrative Agent, any Issuing Bank or any Lender (or their respective representatives or contractors) is prohibited by law or any binding agreement between the Borrower or any of the Subsidiaries and a Person that is not the Borrower or any of the Subsidiaries or any other binding agreement not entered into in contemplation of preventing such disclosure, inspection or examination or (iii) is subject to attorney-client or similar privilege or constitutes attorney work-product; provided that the Borrower shall use commercially reasonable efforts to secure the requisite consent to disclose such documents or information and will notify the Administrative Agent that such information is being withheld in reliance on this sentence.

5.3[Reserved].

5.4Payment of Obligations. Pay, discharge or otherwise satisfy at or before maturity or before they become delinquent (after giving effect to any extension granted or grace period in effect), as the case may be, all its material obligations of whatever nature, except where the amount or validity

thereof is currently being contested in good faith by appropriate proceedings and reserves in conformity with GAAP with respect thereto have been provided on the books of the relevant Group Member.

5.5Maintenance of Existence; Compliance. (a)(i) Preserve, renew and keep in full force and effect its organizational existence and (ii) take all reasonable action to maintain or obtain all Governmental Approvals and all other rights, privileges and franchises necessary in the normal conduct of its business or necessary for the performance by such Person of its Obligations under any Loan Document, except, in each case, as otherwise permitted by Section 6.4 or 6.5 and except, in the case of clause (ii) above, to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (b) comply with all Contractual Obligations (including with respect to leasehold interests of the Borrower) and Requirements of Law except to the extent that failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect; and (c) comply with all Governmental Approvals, and any term, condition, rule, filing or fee obligation, or other requirement related thereto, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

5.6Maintenance of Property; Insurance. (a) Keep all property useful and necessary in its business in good working order and condition, ordinary wear and tear and Casualty Events excepted and (b) maintain with financially sound and reputable insurance companies insurance on all its property in at least such amounts and against at least such risks (but including in any event public liability, product liability and business interruption) as are usually insured against in the same general area by companies engaged in the same or a similar business.

5.7Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries in conformity with GAAP and all Requirements of Law shall be made of all dealings and transactions in relation to its business and activities and (b) at reasonable times, on 5 Business Days’ notice (provided that no notice shall be required if an Event of Default has occurred and is continuing) permit representatives and independent contractors of the Administrative Agent (who may be accompanied by any Lender at such Lender’s expense) to visit and inspect any of its properties and examine and make abstracts from any of its books and records at any reasonable time and as often as may reasonably be desired and to discuss the business, operations, properties and financial and other condition of the Group Members with officers, directors and employees of the Group Members and with their independent certified public accountants; provided that (i) such inspections shall not be undertaken more frequently than once every 12 months unless an Event of Default has occurred and is continuing and shall not be duplicative of the Administrative Agent’s rights pursuant to Section 5.11, and (ii) nothing in this Section 5.7 shall require any Group Member to take any action that would violate a confidentiality agreement (to the extent not created in contemplation of such Group Member’s obligations hereunder or entered into amongst Group Members) or waive any attorney-client or similar privilege.

5.8Notices. Give prompt written notice to the Administrative Agent of:

(a)the occurrence of any Default or Event of Default;

(b)any (i) known default or event of default under any Contractual Obligation of any Group Member or (ii) litigation, investigation or proceeding that may exist at any time between any Group Member and any Governmental Authority, that in either case, if not cured or if adversely determined could reasonably be expected to have a Material Adverse Effect;

(c)any litigation or proceeding affecting any Group Member (i) in which the amount involved is $2,500,000 or more and not covered by insurance, (ii) in which injunctive or similar relief is sought against any Group Member and which could reasonably be expected to have a Material Adverse Effect or (iii) which relates to any Loan Document;

(d)the occurrence of any ERISA Event that, either individually or together with any other ERISA Events, could reasonably be expected to result in liability of the Group Members in an aggregate amount exceeding $2,500,000;

(e)[reserved];

(f)any material change in accounting policies or financial reporting practices by any Loan Party;

(g)[reserved];

(h)at any time the Borrower is not a public company or an issuer of securities that are registered with the SEC under Section 12 of the Exchange Act or is required to file reports under Section 15(d) of the Exchange Act, any changes to the Beneficial Ownership Certification in the event that any individual shall become the owner, directly or indirectly, of 25% or more of the equity interests of the Borrower; and

(i)any development or event that has had or could reasonably be expected to have a Material Adverse Effect.

Each notice pursuant to this Section 5.8 shall be accompanied by a statement of a Responsible Officer setting forth details of the occurrence referred to therein.

5.9Environmental Laws.

(a)Except as could not reasonably be expected to result in a Material Adverse Effect, comply in all respects with, and ensure compliance by all tenants and subtenants, if any, with, all applicable Environmental Laws, and obtain and comply with and maintain, and ensure that all tenants and subtenants obtain and comply in all respects with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws.

(b)Except as could not reasonably be expected to result in a Material Adverse Effect, conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under Environmental Laws and promptly comply in all respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws.

5.10Banking Relationship. Maintain, at all times on and after the date that is 120 days after the Closing Date, all of the Group Members’ cash and Cash Equivalents in excess of the Non-Lender Cash Cap and ancillary banking products and services (including, without limitation, credit cards and letters of credit, but other than letters of credit permitted under Section 6.2(f) and credit cards permitted under Section 6.2(p)) with one or more Lenders; provided that such accounts and other ancillary banking products and services are provided by such Lenders on commercially reasonable terms and have equivalent functionality to the ancillary banking products and services utilized by the Group Members as of the Closing Date (as determined in the good faith judgement of the Borrower); provided further that, subject to Section 4.3, the Borrower shall (a) enter into (or cause the applicable Loan Party to enter into), and cause each other depository, securities intermediary or commodities intermediary to enter into, Control Agreements or (b) take other actions required under other applicable law, with respect to each deposit, securities, commodity, investment or similar account (in each case other than any Excluded Account) maintained by a Loan Party to grant the Administrative Agent a perfected first priority lien on such accounts. The Group Members shall not permit Customer Funds to be commingled with other assets of the Group Members. Notwithstanding anything to the contrary in this Agreement, no Group Member shall be required to migrate any unmatured fixed income Investments outstanding as of the Closing Date until such Investments mature (the sum of such Investments, the “Restricted Amount”).

5.11Audits. At reasonable times, on 5 Business Days’ notice (provided that no notice is required if an Event of Default has occurred and is continuing), the Administrative Agent, or its agents, shall have the right to inspect the Collateral, perform inventory appraisals, field examinations or harvest analyses. The foregoing inspections, appraisals, examinations and harvest analyses shall be at the Borrower’s expense. Such inspections and audits shall not be undertaken more frequently than once per year, unless an Event of Default has occurred and is continuing.

5.12Additional Collateral, Etc.

(a)The Borrower shall promptly (and in any event within 7 Business Days) notify the Agent of any property (to the extent included in the definition of Collateral) acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b), (c) or (d) below, and (y) any property subject to a Lien expressly permitted by Section 6.3(g)) as to which the Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien. Within 7 Business Days (60 days with respect to any foreign security documents or perfection steps) after any request by the Administrative Agent (or such longer period as the Administrative Agent shall agree in its sole discretion), the Borrower shall (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement, other Security Documents, or such other documents as the Administrative Agent reasonably requests to evidence that such Loan Party is a Guarantor and to grant to the Administrative Agent, for the benefit of the Secured Parties, a security interest in such property and (ii) take all actions necessary or advisable in the opinion of the Administrative Agent to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority (except as expressly permitted by Section 6.3) security interest and Lien in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement, other Security Documents, or by law or as may be reasonably requested by the Administrative Agent.

(b)With respect to any fee interest in any real property having a book or fair market value (together with improvements thereof) of at least $2,500,000 acquired after the Closing Date by any Loan Party (other than any such real property subject to a Lien expressly permitted by Section 6.3(g)), promptly (and in any event within 60 days (or such longer time period as the Administrative Agent may agree in its sole discretion)) after such acquisition, to the extent requested by the Administrative Agent (provided that no Mortgage shall be obtained if the Administrative Agent reasonably determines in consultation with the Borrower that the costs of obtaining such Mortgage are excessive in relation to the value of the security to be afforded thereby), (i) execute and deliver a first priority Mortgage, in favor of the Administrative Agent, for the benefit of the Secured Parties, covering such real property, (ii) if requested by the Administrative Agent, provide the Lenders with title and extended coverage insurance covering such real property in an amount not in excess of the fair market value as reasonably estimated by the Borrower as well as a current ALTA survey thereof, together with a surveyor’s certificate, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. In connection with the foregoing, no later than 5 Business Days prior to the date on which a Mortgage is executed and delivered pursuant to this Section 5.12, in order to comply with the Flood Laws, the Administrative Agent (for delivery to each Lender) shall have received the following documents (collectively, the “Flood Documents”): (A) a completed standard “life of loan” flood hazard determination form and such other documents as any Lender may reasonably request to complete its flood due diligence, (B) if the improvement(s) to the applicable improved real property is located in a special flood hazard area, a notification to the applicable Loan Party (if applicable) (“Loan Party Notice”) that flood insurance coverage under the National Flood Insurance Program (“NFIP”) is not available because the community does not participate in the NFIP, (C) documentation evidencing the applicable Loan Party’s receipt of any such Loan Party Notice (e.g., countersigned Loan Party Notice, return receipt of certified U.S. Mail, or overnight delivery), and (D) if the Loan Party Notice is required to be given and, to the extent flood insurance is required by any applicable Requirement of Law or any Lenders’ written regulatory or compliance procedures and flood insurance is available in the community in which the property is located, a copy of one of the following: the flood insurance policy, the applicable Loan Party’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been issued, or such other evidence of flood insurance that complies with all applicable laws and regulations reasonably satisfactory to the Administrative Agent and each Lender (any of the foregoing being “Evidence of Flood Insurance”). Notwithstanding anything contained herein to the contrary, no Mortgage will be executed and delivered until each Lender has confirmed to the Administrative Agent that such Lender has satisfactorily completed its flood insurance due diligence and compliance requirements. Each of the parties hereto acknowledges and agrees that, if there are any Mortgaged Properties, any increase, extension or renewal of any of the Revolving Commitments including the provision of any incremental credit facilities hereunder, but excluding (i) any

continuation or conversion of borrowings, (ii) the making of any Revolving Loans or (iii) the issuance, renewal or extension of Letters of Credit shall be subject to (and conditioned upon): (A) the prior delivery of all applicable Flood Documents with respect to such Mortgaged Properties as required by the Flood Laws and as otherwise reasonably required by the Lenders and (B) the Administrative Agent having received written confirmation from each Lenders that such Lender has satisfactorily completed its flood insurance due diligence and compliance requirements.

(c)With respect to any new direct or indirect Subsidiary (other than (x) in the case of clauses (i) and (ii) below, Capital Stock of a Subsidiary that constitutes Excluded Property as defined in the Guarantee and Collateral Agreement, and (y) in the case of clause (iii) below, an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party (including pursuant to a Permitted Acquisition) or any Subsidiary no longer qualifying as an Excluded Subsidiary (solely in the case of clause (iii) below), promptly and in any event within 30 days (60 days solely for actions in respect of Foreign Subsidiaries) (or such longer period as the Administrative Agent shall agree in its sole discretion) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement and other applicable Security Documents as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such Subsidiary that is owned directly by such Loan Party, (ii) deliver to the Administrative Agent such documents and instruments as may be required to grant, perfect, protect and ensure the priority of such security interest, including but not limited to, the certificates representing such Capital Stock, together with undated stock powers or stock transfer forms, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, (iii) cause such Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and other applicable Security Documents, (B) to take such actions as are necessary or advisable in the opinion of the Administrative Agent to grant to the Administrative Agent for the benefit of the Secured Parties a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement and other applicable Security Documents, with respect to such Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, in a form reasonably satisfactory to the Administrative Agent, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. At least 5 days prior to any Person becoming a Loan Party, if requested by any Lender, the Borrower shall cause any such Person that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation and has not previously delivered a Beneficial Ownership Certification to deliver a Beneficial Ownership Certification to the Administrative Agent, the Issuing Banks and the Lenders.

(d)[Reserved].

(e)At the request of the Administrative Agent, each Loan Party shall use commercially reasonable efforts to obtain a landlord’s agreement from the lessor of such Loan Party’s chief executive offices, which agreement or letter shall contain a waiver or subordination of all Liens or claims that the landlord may assert against any Collateral at that location, and shall otherwise be reasonably satisfactory in form and substance to the Administrative Agent.

5.13Use of Proceeds. Use the proceeds of each credit extension only for the purposes specified in Section 3.16.

5.14[Reserved] .

5.15Sanctions; Anti-Corruption Laws. Maintain in effect policies and procedures designed to promote compliance by the Group Members, and their respective directors, officers, employees, and agents with applicable Sanctions and with the FCPA and any other applicable anti-corruption laws.

5.16Further Assurances. Execute any further instruments and take such further action as the Administrative Agent reasonably deems necessary to perfect, protect, ensure the priority of or continue the Administrative Agent’s Lien on the Collateral or to effect the purposes of this Agreement.

Notwithstanding anything to the contrary in this Agreement, the Security Documents or any other Loan Document, (i) the Administrative Agent may grant extensions of time or waiver of requirement for the creation or perfection of security interests in or the execution and delivery of any Mortgage and the obtaining of title insurance, surveys or opinions of counsel with respect to, or obtaining of insurance with respect to, particular assets (including extensions beyond the Closing Date for the perfection of security interests in the assets of the Loan Parties on such date) where it reasonably determines, in consultation with the Borrower, that perfection or obtaining of such items cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required by this Agreement or the other Loan Documents, (ii) no actions required by the laws of any non-U.S. jurisdiction shall be required to be taken to create or perfect any security interests in assets located or titled outside of the United States (including any Capital Stock of any Foreign Subsidiary and any non-U.S. Intellectual Property) or to perfect or make enforceable any security interests in such assets, in each case so long as no Event of Default has occurred and is continuing, and (iii) no action shall be required to perfect a security interest in letter of credit rights, other than the filing of a UCC financing statement; provided that, in the case of clauses (ii) and (iii), the Administrative Agent have agreed in writing that the cost or burden of such actions to the Borrower and its Subsidiaries (taken as a whole) are unreasonably excessive relative to the benefit that would inure to the Secured Parties.

SECTION 6
NEGATIVE COVENANTS

The Borrower hereby agrees that, at all times prior to the Discharge of Obligations, the Borrower shall not, nor shall the Borrower permit any of its respective Subsidiaries, to, directly or indirectly:

6.1Financial Condition Covenants.

(a)Minimum Liquidity. Permit Liquidity at any time, and certified as of the last day of each fiscal quarter, to be less than the greater of (i) $30,000,000.00 and (ii) 30% of the Total Revolving Commitments.

(b)Annual Recurring Revenue. Permit Recurring Revenue for the trailing 4 fiscal quarter period ending as at the last day of any fiscal quarter of the Borrower to be less than 115% of the actual Recurring Revenue for the same period in the prior fiscal year. Notwithstanding anything to the contrary herein, following any Permitted Acquisition or similar purchase or acquisition on or after the date hereof, the covenant level corresponding to each fiscal quarter following such transaction shall be automatically increased by the Covenant Adjustment Amount applicable to such fiscal quarter. Promptly following any Permitted Acquisition or similar purchase or acquisition on or after the date hereof, the Borrower shall deliver a certificate of a Responsible Officer setting forth the Acquired Company Recurring Revenue with respect to such transaction (the “Acquired Company Recurring Revenue Certificate”), together with reasonably detailed calculations in support thereof. The Administrative Agent shall determine each Covenant Adjustment Amount in consultation with the Borrower based on such Acquired Company Recurring Revenue Certificate, and the determination by the Administrative Agent of any Covenant Adjustment Amount shall be conclusive and binding on the Borrower in the absence of manifest error. The Administrative Agent may rely on the information set forth in the Acquired Company Recurring Revenue Certificate without independent verification thereof, and the Administrative Agent shall have no liability to the Borrower or any other Person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error in the calculation of the Covenant Adjustment Amount that is due to inaccurate information set forth in the Acquired Company Recurring Revenue Certificate. Following the calculation of the Covenant Adjustment Amounts in accordance with the foregoing, the Administrative Agent shall notify the Borrower of the revised covenant levels after giving effect to such Covenant Adjustment Amounts.

6.2Indebtedness. Create, issue, incur, assume, become liable in respect of or suffer to exist any Indebtedness, except:

(a)Indebtedness of any Loan Party pursuant to any Loan Document and under any Cash Management Agreement;

(b)Indebtedness of (i) any Loan Party owing to any other Loan Party; (ii) any Group Member (which is not a Loan Party) owing to any other Group Member (which is not a Loan Party); (iii) any Group Member (which is not a Loan Party) owing to any Loan Party, which constitutes an Investment permitted by Section 6.8(f)(iii); provided, that, such Indebtedness owing from any Group Member (which is not a Loan Party) to a Loan Party shall be evidenced by a global intercompany promissory note and such promissory note shall be pledged as Collateral; and (iv) any Loan Party owing to any Group Member (which is not a Loan Party); provided that such Indebtedness is subordinated to the Obligations on terms and conditions reasonably acceptable to the Administrative Agent;

(c)Guarantee Obligations (i) of any Loan Party of the Indebtedness of any other Loan Party; (ii) of any Group Member (which is not a Loan Party) of the Indebtedness of any Loan Party; (iii) by any Group Member (which is not a Loan Party) of the Indebtedness of any other Group Member (which is not a Loan Party) or (iv) of any Loan Party of the Indebtedness of any Group Member that is not a Loan Party, so long as the aggregate amount of such Guarantee Obligations is an Investment permitted by Section 6.8(f)(iii); provided that, in any case of clauses (i), (ii), (iii) or (iv), the underlying Indebtedness so guaranteed is otherwise permitted by the terms hereof;

(d)Indebtedness outstanding on the date hereof and listed on Schedule 6.2(d) and any refinancings, refundings, renewals or extensions thereof (which do not shorten the maturity thereof); provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder;

(e)Indebtedness (including, without limitation, Capital Lease Obligations and purchase money financing) secured by Liens permitted by Section 6.3(g) in an aggregate principal amount not to exceed $2,000,000 at any one time outstanding and any refinancings, refundings, renewals or extensions thereof (which do not shorten the maturity thereof or increase the principal amount thereof, except by an amount equal to a reasonable premium and other fees and expenses reasonably incurred in connection therewith);

(f)Surety Indebtedness, performance or appeal bonds, and any other Indebtedness in respect of letters of credit, banker’s acceptances, bank guarantees or similar arrangements, provided that the aggregate amount of any such Indebtedness outstanding at any time shall not exceed $2,000,000; but excluding (in each case) Indebtedness incurred through the borrowing of money or contingent obligations in respect thereof;

(g)[reserved];

(h)obligations (contingent or otherwise) of the Group Members existing or arising under any Specified Swap Agreement, provided that such obligations are (or were) entered into by such Person in accordance with Section 6.12 and not for purposes of speculation;

(i)Indebtedness of a Person (other than the Borrower or a Subsidiary) existing at the time such Person is merged with or into the Borrower or a Subsidiary or becomes a Subsidiary, provided that (i) such Indebtedness was not, in any case, incurred by such other Person in connection with, or in contemplation of, such merger or acquisition, (ii) such merger or acquisition constitutes a Permitted Acquisition, (iii) with respect to any such Person who becomes a Subsidiary, (A) such Subsidiary is the only obligor in respect of such Indebtedness, and (B) to the extent such Indebtedness is permitted to be secured hereunder, only the assets of such Subsidiary secure such Indebtedness, and (iv) the aggregate principal amount of such Indebtedness shall not exceed $2,500,000 at any time outstanding;

(j)Indebtedness in the form of purchase price adjustments, earn-outs, deferred compensation, or other arrangements representing acquisition consideration or deferred payments of a similar nature incurred in connection with Investments permitted by Section 6.8; provided that the amount of such obligation shall be deemed part of the cost of such Investment (the amount of which shall be deemed to be the amount required to be accrued as a liability in accordance with GAAP or the amount actually paid);

(k)Indebtedness incurred as a result of endorsing negotiable instruments received in the ordinary course of business;

(l)Indebtedness consisting of the financing of insurance premiums;

(m)Permitted Convertible Indebtedness in an aggregate principal amount not to exceed $300,000,000 at any one time outstanding and any refinancings, refundings, renewals or extensions thereof so long as such Indebtedness continues to qualify as Permitted Convertible Indebtedness so long as, immediately after giving effect to the incurrence of such Indebtedness, no Event of Default shall have occurred and be continuing;

(n)to the extent constituting Indebtedness, Permitted Equity Derivative Transactions;

(o)Subordinated Indebtedness so long as (i) immediately before and immediately after giving effect to the incurrence of such Indebtedness, no Default or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect, on a Pro Forma Basis, to the incurrence of such Indebtedness (A) the Group Members shall be in compliance with the covenant set forth in Section 6.1(a) hereof and (B) the Group Members shall be in compliance with the covenant set forth in Section 6.1(b) hereof (after giving effect to the Covenant Adjustment Amount) as of the end of the most recently ended quarter for which financial statements are required to be delivered prior to such purchase or other acquisition, based upon financial statements delivered to the Administrative Agent which give effect, on a Pro Forma Basis, to the incurrence of such Indebtedness and (iii) such Indebtedness shall have a stated final maturity date that is no earlier than the date 91 days after the Revolving Termination Date;

(p)Indebtedness incurred in the ordinary course of business in respect of credit cards, credit processing services, debit cards, stored value cards and purchase cards (including so-called “procurement cards” or “P-cards”) in an aggregate amount not to exceed $3,000,000; provided that such cap shall not apply until the date that is 120 days after the Closing Date; and

(q)other Indebtedness in an aggregate amount not to exceed $4,000,000 at any time.

6.3Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, whether now owned or hereafter acquired, except:

(a)Liens for Taxes not yet due or that are being contested in good faith by appropriate proceedings; provided that adequate reserves with respect thereto are maintained on the books of the applicable Group Member in conformity with GAAP;

(b)carriers’, warehousemen’s, landlord’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith by appropriate proceedings;

(c)pledges or deposits in connection with workers’ compensation, unemployment insurance and other social security legislation;

(d)deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business (other than for indebtedness or any Liens arising under ERISA);

(e)encumbrances shown as exceptions in the title insurance policies insuring Mortgages, easements, rights-of-way, restrictions (including zoning) and other similar encumbrances incurred in the ordinary course of business that, in the aggregate, are not substantial in amount and that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Group Member;

(f)Liens in existence on the date hereof listed on Schedule 6.3(f) and any Liens granted as a replacement or substitute therefor; provided that (i) no such Lien is spread to cover any additional property after the Closing Date other than improvements or accessions thereto, or casualty proceeds thereof, (ii) the amount of Indebtedness secured or benefitted thereby is not increased other than by accrued interest, premiums paid thereon and fees and expenses incurred in connection therewith, (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured thereby is permitted by Section 6.2(d);

(g)Liens securing Indebtedness incurred pursuant to Section 6.2(e) to finance the acquisition of fixed or capital assets; provided that (i) such Liens shall be created substantially simultaneously with, or within 180 days after, the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness except for improvements or accessions thereto, or casualty proceeds thereof and (iii) the amount of Indebtedness secured thereby is not increased beyond the amount permitted by Section 6.2(e);

(h)Liens created pursuant to the Security Documents;

(i)(w) any interest or title of a lessor or licensor under any lease or license entered into by a Group Member in the ordinary course of its business and covering only the assets so leased or licensed, (x) leases, licenses, subleases and sublicenses of real property granted to others in the ordinary course of business, (y) non-exclusive licenses of Intellectual Property in the ordinary course of business and (z) and licenses of Intellectual Property that could not result in a legal transfer of title of the licensed property that may be exclusive in respects other than territory and that may be exclusive as to territory only as to discrete geographical areas outside of the United States;

(j)judgment Liens that do not constitute a Default or an Event of Default under Section 7.1(h) of this Agreement;

(k)bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash, Cash Equivalents, securities, commodities and other funds on deposit in one or more accounts maintained by a Group Member, in each case arising in the ordinary course of business in favor of banks, other depositary institutions, securities or commodities intermediaries or brokerages with which such accounts are maintained securing amounts owing to such banks or financial institutions with respect to cash management and operating account management or are arising under Section 4-208 or 4-210 of the UCC on items in the course of collection;

(l)(i) cash deposits and liens on cash and Cash Equivalents pledged to secure Indebtedness permitted under Section 6.2(f), (ii) Liens securing reimbursement obligations with respect to letters of credit permitted by Section 6.2(f) that encumber documents and other property relating to such letters of credit, (iii) Liens securing Obligations under any Specified Swap Agreements permitted by Section 6.2(i) and (iv) Liens securing reimbursement obligations with respect to Indebtedness permitted by Section 6.2(p);

(m)Liens on property of a Person existing at the time such Person is acquired by, merged into or consolidated with a Group Member or becomes a Subsidiary of a Group Member or acquired by a Group Member; provided that (i) such Liens were not created in contemplation of such acquisition, merger, consolidation or Investment, (ii) such Liens do not extend to any assets other than those of such Person, and (iii) the applicable Indebtedness secured by such Lien is permitted under Section 6.2;

(n)the replacement, extension or renewal of any Lien permitted by clause (m) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Indebtedness secured thereby;

(o)Liens on insurance proceeds in favor of insurance companies granted solely to secured financed insurance premiums;

(p)Liens in favor of custom and revenue authorities arising as a matter of law to secure the payment of custom duties in connection with the importation of goods;

(q)Liens on any earnest money deposits required in connection with a Permitted Acquisition or consisting of earnest money deposits required in connection with an acquisition of property not otherwise prohibited hereunder; and

(r)other Liens securing obligations permitted by Section 6.2(q) in an outstanding principal amount not to exceed $2,000,000 at any one time.

6.4Fundamental Changes. Consummate any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its property or business, except that:

(a)(i) any Group Member that is not a Loan Party may be merged, amalgamated or consolidated with or into (A) any Loan Party (provided that a Loan Party shall be the continuing or surviving Person, or the continuing or surviving Person shall become a Loan Party substantially contemporaneous with such merger, amalgamation or consolidation) or (B) any Group Member that is not a Loan Party, and (ii) any Loan Party may be merged, amalgamated or consolidated with or into with any other Loan Party (provided that if such merger, amalgamation or consolidation involves the Borrower, the Borrower shall be the continuing or surviving Person);

(b)(i) any Group Member that is not a Loan Party may Dispose of any or all of its assets (including upon voluntary liquidation, dissolution or otherwise) (A) to any other Group Member or (B) pursuant to a Disposition permitted by Section 6.5; and (ii) any Loan Party (other than the Borrower) may Dispose of any or all of its assets (including upon voluntary liquidation, dissolution or otherwise) (A) to any other Loan Party or (B) pursuant to a Disposition permitted by Section 6.5; and

(c)any Investment expressly permitted by Section 6.8 may be structured as a merger, consolidation or amalgamation.

6.5Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:

(a)Dispositions of obsolete, worn out or surplus property in the ordinary course of business of the Group Members;

(b)Dispositions of Inventory in the ordinary course of business;

(c)Dispositions permitted by Sections 6.4(b)(i)(A) and (b)(ii)(A);

(d)the sale or issuance of the Capital Stock of any (i) Subsidiary of the Borrower to any Loan Party, (ii) by a Subsidiary that is not a Loan Party to another Subsidiary that is not a Loan Party or (iii) in connection with any transaction that does not result in a Change of Control;

(e)the use or transfer of cash or Cash Equivalents in a manner that is not prohibited by the terms of this Agreement or the other Loan Documents;

(f)(i) the non-exclusive licensing of patents, trademarks, copyrights, and other Intellectual Property rights in the ordinary course of business; and (ii) licensing of patents, trademarks, copyrights, and other Intellectual Property rights which would not result in a legal transfer of title of such licensed Intellectual Property, but that may be exclusive in respects other than territory and that may be exclusive as to territory only as to discrete geographical areas outside of the United States;

(g)the Disposition of property (i) from any Loan Party to any other Loan Party, and (ii) from any Group Member (which is not a Loan Party) to any other Group Member; provided that in each case in which there is a Lien over the relevant property in favor of the Administrative Agent in advance of the Disposition, an equivalent Lien will be granted to the Administrative Agent by the Group Member which acquires the property;

(h)Dispositions of property subject to a Casualty Event;

(i)leases or subleases of real property;

(j)the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; provided that any such sale or discount is undertaken in accordance with Section 5.3;

(k)any abandonment, cancellation, non-renewal or discontinuance of use or maintenance of Intellectual Property (or rights relating thereto) of any Group Member that the Borrower determines in good faith is desirable in the conduct of its business and not materially disadvantageous to the interests of the Lenders;

(l)Restricted Payments permitted by Section 6.6, Investments permitted by Section 6.8 and Liens permitted by Section 6.3;

(m)any Foreign Subsidiary may issue Capital Stock to qualified directors where required by or to satisfy any applicable Requirement of Law, including any Requirement of Law with respect to ownership of Capital Stock in Foreign Subsidiaries; and

(n)Dispositions of other property having a fair market value not to exceed 3% of the Borrower’s consolidated total assets in the aggregate for any fiscal year of the Group Members, provided that (i) at the time of any such Disposition, no Event of Default shall have occurred and be continuing or would result from such Disposition and (ii) at least 75% of the consideration received by the Group Members in connection with such Disposition shall be cash or Cash Equivalents.

provided, however, that any Disposition made pursuant to this Section 6.5 (other than (x) Dispositions solely between Loan Parties, (y) Dispositions solely between Group Members that are not Loan Parties or (z) Dispositions between a Loan Party and a Group Member that is not a Loan Party in which the terms thereof in favor of a Loan Party are at least arm’s length terms) shall be made in good faith on an arm’s length basis for fair value.

6.6Restricted Payments. Make any payment or prepayment of principal of, premium, if any, or interest on, or redemption, purchase, retirement, defeasance (including in-substance or legal defeasance), sinking fund or similar payment with respect to, any Subordinated Indebtedness, pay any earn-out payment, seller debt or other deferred purchase payments, declare or pay any dividend (other than dividends payable solely in Capital Stock (other than Disqualified Stock) of the Person making such dividend) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any Capital Stock of any Group Member, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of any Group Member (collectively, “Restricted Payments”), except that:

(a)any Group Member may make Restricted Payments to any Loan Party, and any Group Member that is not a Loan Party may make Restricted Payments to any other Group Member;

(b)each Group Member may (i) so long as no Event of Default shall have occurred and be continuing, purchase common stock or common stock options from present or former officers or employees of any Group Member upon the death, disability or termination of employment of such officer or employee; provided that the aggregate amount of payments made under this clause (i) shall not exceed $500,000 during any fiscal year of the Borrower, and (ii) declare and make dividend payments or other distributions payable solely in Capital Stock (other than Disqualified Stock) or other common Capital Stock of the Borrower;

(c)so long as no Event of Default shall have occurred and be continuing, each Group Member may purchase, redeem or otherwise acquire Capital Stock issued by it with the proceeds received from the substantially concurrent issue of new shares of its Capital Stock (other than Disqualified Stock); provided that any such issuance is otherwise permitted hereunder (including by Section 6.5(d));

(d)(i) each Group Member may make repurchases of Capital Stock deemed to occur upon exercise of stock options or warrants if such repurchased Capital Stock represents a portion of the exercise price of such options or warrants, and (ii) each Group Member may make repurchases of Capital Stock deemed to occur upon the withholding of a portion of the Capital Stock granted or awarded to a current or former officer, director, employee or consultant to pay for the taxes payable by such Person upon such grant or award (or upon vesting thereof);

(e)each Group Member may deliver (i) its common Capital Stock plus cash in lieu of any fractional shares upon conversion of any convertible Indebtedness having been issued by the Borrower; provided that such Indebtedness is otherwise permitted by Section 6.2, and (ii) its common Capital Stock, cash or any combination of cash and Capital Stock upon conversion of any Permitted Convertible Indebtedness if permitted under Section 6.9(c);

(f)so long as no Event of Default shall have occurred and be continuing, the Group Members may make earn-out payments, payments in respect of seller debt or deferred purchase price payments in connection with a Permitted Acquisition so long as immediately after giving effect to such payment Liquidity shall equal or exceed $50,000,000 plus the aggregate amount of Increases pursuant to Section 2.28, and immediately after giving effect to such payment, the Group Members shall be in compliance with the covenant set forth in Section 6.1(b) hereof (after giving effect to the Covenant Adjustment Amount) as of the most recently ended fiscal quarter, based upon financial statements delivered to the Administrative Agent which give pro forma effect to the making of such payment (provided that if any such payment obligations constitute Subordinated Indebtedness, such payment must be permitted under Section 6.21);

(g)any Group Member may make payments in respect of Subordinated Indebtedness solely to the extent such payment is made in accordance with Section 6.21;

(h)(i) any payment (including payment of any premium) or delivery with respect to, or early unwind or settlement or termination of, any Permitted Equity Derivative Transaction and (ii) to the extent constituting a Restricted Payment, any payment or prepayment made pursuant to Section 6.9(c); and

(i)any Group Member may make any Restricted Payment so long as (i) immediately before and immediately after giving effect to any such Restricted Payment, Liquidity shall be equal to or greater than $100,000,000 plus the aggregate amount of Increases pursuant to Section 2.28, (ii) immediately before and immediately after giving effect to any such Restricted Payment, no Default or Event of Default shall have occurred and be continuing, (iii) immediately after giving effect, on a Pro Forma Basis, to such Restricted Payment, (A) the Group Members shall be in compliance with the covenant set forth in Section 6.1(a) hereof and (B) the Group Members shall be in compliance with the covenant set forth in Section 6.1(b) hereof (after giving effect to the Covenant Adjustment Amount) as of the end of the most recently ended quarter for which financial statements are required to be delivered prior to such payment, based upon financial statements delivered to the Administrative Agent which give effect, on a Pro Forma Basis, to such Restricted Payment.

6.7[Reserved].

6.8Investments. Make any advance, loan, extension of credit (by way of guarantee or otherwise) or capital contribution to, or purchase any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting a business unit of, or make any other investment in, any Person (all of the foregoing, “Investments”), except:

(a)extensions of trade credit in the ordinary course of business;

(b)Investments in cash and Cash Equivalents;

(c)Guarantee Obligations permitted by Section 6.2;

(d)loans and advances to employees of any Group Member in the ordinary course of business (including for travel, entertainment and relocation expenses) in an aggregate amount for all Group Members not to exceed $1,000,000 at any one time outstanding;

(e)Investments outstanding or contemplated on the date hereof listed on Schedule 6.8(e);

(f)intercompany Investments by (i) any Loan Party in any other Loan Party, (ii) any Group Member that is not a Loan Party in any other Group Member, (iii) any Loan Party in any Group Member that is not a Loan Party to the extent that (A) no Default or Event of Default exists or would result therefrom, and (B) such Investments do not exceed $1,000,000 in the aggregate in any fiscal year of the Borrower or (iv) any Loan Party in any Subsidiary (which is not a Loan Party) for amounts arising from customary transfer pricing or cost plus services agreements entered into in the ordinary course of business and on terms that are, when taken as a whole and in the good faith judgment of the Borrower, no less favorable to the Loan Parties than would be obtained in arm’s length transactions with a nonaffiliated third party;

(g)Investments in the ordinary course of business consisting of endorsements of negotiable instruments for collection or deposit;

(h)Investments received in settlement of amounts due to any Group Member effected in the ordinary course of business or owing to such Group Member as a result of Insolvency Proceedings involving an account debtor or upon the foreclosure or enforcement of any Lien in favor of such Group Member;

(i)Investments held by any Person as of the date such Person is acquired in connection with a Permitted Acquisition, provided that (A) such Investments were not made, in any case, by such Person in connection with, or in contemplation of, such Permitted Acquisition, and (B) with respect to any such Person which becomes a Subsidiary as a result of such Permitted Acquisition, such Subsidiary remains the only holder of such Investment;

(j)deposits made to secure the performance of leases, licenses or contracts in the ordinary course of business, and other deposits made in connection with the incurrence of Liens permitted under Section 6.3;

(k)promissory notes and other non-cash consideration received in connection with Dispositions permitted by Section 6.5, to the extent not exceeding the limits specified therein with respect to the receipt of non-cash consideration in connection with such Dispositions;

(l)purchases or other acquisitions by any Loan Party of the Capital Stock in a Person that, upon the consummation thereof, will be a Subsidiary (including as a result of a merger or consolidation) or all or substantially all of the assets of, or assets constituting one or more business units of, any Person (each, a “Permitted Acquisition”); provided that, with respect to each such purchase or other acquisition:

(i)the newly-created or acquired Subsidiary (or assets acquired in connection with such asset sale) shall be (x) in the same or a related line of business as that conducted by the Borrower on the date hereof, or (y) in a business that is permitted by Section 6.16;

(ii)all transactions related to such purchase or acquisition shall be consummated in all material respects in accordance with all Requirements of Law;

(iii)no Loan Party shall, as a result of or in connection with any such purchase or acquisition, assume or incur any direct or contingent liabilities (whether relating to environmental, tax, litigation or other matters) that, as of the date of such purchase or acquisition (or in the case of a Limited Condition Acquisition, as of the LCA Test Date), could reasonably be expected to result in the existence or incurrence of a Material Adverse Effect;

(iv)the Borrower shall give the Administrative Agent at least 10 Business Days (or such later date as agreed to by the Administrative Agent in its sole discretion) prior written notice of any such purchase or acquisition;

(v)the Borrower shall provide to the Administrative Agent as soon as available but in any event not later than 5 Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to any such purchase or acquisition;

(vi)any such newly-created or acquired Subsidiary, or the Loan Party that is the acquirer of assets in connection with an asset acquisition, shall comply with the requirements of Section 5.12;

(vii)(w) immediately before and immediately after giving effect to any such purchase or other acquisition, Liquidity shall be equal to or greater than $90,000,000 plus the aggregate amount of Increases pursuant to Section 2.28, (x) immediately before and immediately after giving effect to any such purchase or other acquisition, no Default or Event of Default shall have occurred and be continuing (other than in connection with a Limited Condition Acquisition, in which case there shall be (x) no Default or Event of Default as of the LCA Test Date and (y) no Event of Default under Section 7.1(a) or (f) immediately after giving effect to any such purchase or other acquisition), (y) immediately after giving effect, on a Pro Forma Basis, to such purchase or other acquisition, the Group Members shall be in compliance with the covenant set forth in Section 6.1(a) hereof, and (z) the Group Members shall be in compliance with the covenant set forth in Section 6.1(b) hereof (after giving effect to the Covenant Adjustment Amount) as of the end of the most recently ended quarter for which financial statements are required to be delivered prior to such purchase or other acquisition, based upon financial statements delivered to the Administrative Agent which give effect, on a Pro Forma Basis, to such acquisition or other purchase;

(viii)the Borrower shall not, based upon the knowledge of the Borrower as of the date any such acquisition or other purchase is consummated, reasonably expect such acquisition or other purchase to result in a Default or an Event of Default under Section 7.1(c), at any time during the one (1) year period following the date such acquisition or other purchase is consummated, as a result of a breach of any of the financial covenants set forth in Section 6.1;

(ix)no Indebtedness is assumed or incurred in connection with any such purchase or acquisition other than Indebtedness permitted by the terms of Section 6.2(j);

(x)such purchase or acquisition shall not constitute a Hostile Acquisition; and

(xi)the Borrower shall have delivered to the Administrative Agent, at least five (5) Business Days prior to the date on which any such purchase or other acquisition is to be consummated (or such later date as is agreed by the Administrative Agent in its sole discretion), a certificate of a Responsible Officer of the Borrower, in form and substance reasonably satisfactory to the Administrative Agent, certifying that all of the requirements set forth in this definition have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition;

(m)Investments in or constituting Permitted Equity Derivative Transactions;

(n)[reserved];

(o)other Investments by the Group Members in an aggregate amount not to exceed $1,000,000; and

(p)other Investments so long as (i) immediately before and immediately after giving effect to any such Investment, Liquidity shall be equal to or greater than $90,000,000 plus the aggregate amount of Increases pursuant to Section 2.28, (ii) immediately before and immediately after giving effect to any such Investment, no Default or Event of Default shall have occurred and be continuing, and (iii) immediately after giving effect, on a Pro Forma Basis, to such Investment, (A) the Group Members shall be in compliance with the covenant set forth in Section 6.1(a) hereof and (B) the Group Members shall be in compliance with the covenant set forth in Section 6.1(b) hereof (after giving effect to the Covenant Adjustment Amount) as of the end of the most recently ended quarter for which financial statements are required to be delivered prior to such payment, based upon financial statements delivered to the Administrative Agent which give effect, on a Pro Forma Basis, to such Investment.

Notwithstanding anything to contrary in this Section 6.8, no Investment shall be permitted by this Section 6.8 if such Investment shall constitute a Hostile Acquisition.

6.9Optional Payments and Modifications of Certain Preferred Stock and Debt Instruments. (a) Amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Preferred Stock (i) that would move to an earlier date the scheduled redemption date (but only to the extent that moving any such scheduled redemption date would result in the redemption to be prior to 91 days after the Revolving Termination Date) or increase the amount of any scheduled redemption payment or increase the rate or move to an earlier date any date for payment of dividends thereon, (ii) that would require any Group Member to make any cash payments in respect of any Preferred Stock or (iii) that could reasonably be expected to be otherwise materially adverse to any Lender or any other Secured Party; (b) other than pursuant to any refinancing or replacement of Indebtedness permitted by Section 6.2, amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Indebtedness permitted by Section 6.2 (other than Indebtedness pursuant to any Loan Document and Subordinated Indebtedness which is addressed in Section 6.21) that would shorten the maturity (but only to the extent such shortening, would result in the maturity of such Indebtedness to be prior to 91 days after the Revolving Termination Date) or increase the amount of any payment of principal thereof or the rate of interest thereon or shorten any date for payment of interest thereon or that could reasonably be expected to be otherwise materially adverse to any Lender or any other Secured Party; or (c) make any payment or prepayment of principal of, premium, if any, or redemption, purchase, retirement, defeasance, sinking fund, settlement, conversion or similar payment with respect to any Permitted Convertible Indebtedness unless (i) made exclusively with common stock of the Borrower and/or cash in lieu of fractional shares and/or to pay accrued interest, if any, on such Permitted Convertible Indebtedness and a reasonable premium, (ii) made for common stock of the Borrower and/or cash exclusively using proceeds of a substantially concurrent refinancing or replacement of such Permitted Convertible Indebtedness permitted pursuant to Section 6.2(m), or (iii) (x) immediately before and immediately after giving effect to any such payment or prepayment, Liquidity shall be equal to or greater than $100,000,000 plus the aggregate amount of Increases pursuant to Section 2.28, (y) immediately before and immediately after giving effect to any such payment or prepayment, no Default or Event of Default shall have occurred and be continuing, and (z) immediately after giving effect, on a Pro Forma Basis, to such payment or prepayment, (A) the Group Members shall be in compliance with the covenant set forth in Section 6.1(a) hereof and (B) the Group Members shall be in compliance with the covenant set forth in Section 6.1(b) hereof (after giving effect to the Covenant Adjustment Amount) as of the end of the most recently ended quarter for which financial statements are required to be delivered prior to such payment, based upon financial statements delivered to the Administrative Agent which give effect, on a Pro Forma Basis, to such payment or prepayment.

6.10Transactions with Affiliates. Directly or indirectly, enter into or permit to exist any transaction, including any purchase, sale, lease or exchange of property, the rendering of any service or

the payment of any management, advisory or similar fees, with any Affiliate (other than any other Loan Party) unless such transaction is (a) otherwise permitted under this Agreement, (b) in the ordinary course of business of the relevant Group Member, (c) upon fair and reasonable terms no less favorable to the relevant Group Member than it would obtain in a comparable arm’s length transaction with a Person that is not an Affiliate, (d) [reserved], (e) transactions expressly permitted to be amongst Group Members or other Affiliates by Section 6.2, 6.5, 6.6, 6.7, or 6.8, (f) issuances of Capital Stock of the Borrower not prohibited by this Agreement, any Restricted Payment permitted by Section 6.6, (g) transactions involving aggregate payments or consideration of less than $1,000,000, (h) reasonable and customary director, officer and employee compensation (including equity-based compensation and bonuses) and other benefits (including retirement, health, and stock compensation plans), indemnification arrangements and performance of such arrangements and reimbursement of expenses of employees, consultants, officers, and directors, in each case, approved by the board of directors or management of the Borrower or its Subsidiaries, (i) any transaction entered into by a Person prior to the time such Person becomes a Subsidiary or is merged or consolidated with or into the Borrower or a Subsidiary, so long as such transaction was not consummated solely in contemplation of such Person becoming a Subsidiary or such merger, and (j) any employment agreements entered into by the Borrower or any of its Subsidiaries in the ordinary course of business and the transactions pursuant thereto.

6.11Sale Leaseback Transactions. Enter into any Sale Leaseback Transaction, except in connection with transactions that would be permitted under this Section 6.

6.12Swap Agreements. Enter into any Swap Agreement, except (a) Specified Swap Agreements which are entered into by a Group Member to (i) hedge or mitigate risks to which such Group Member has actual exposure (other than those in respect of Capital Stock), or (ii) effectively cap, collar or exchange interest rates (from fixed to floating rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of such Group Member or (b) Permitted Equity Derivative Transactions.

6.13Accounting Changes. Make any change in its (a) accounting policies or reporting practices, except as required by GAAP, or (b) fiscal year.

6.14Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its Obligations under the Loan Documents to which it is a party, other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) customary restrictions on the assignment of leases, licenses and other agreements, (d) any agreement in effect at the time any Subsidiary becomes a Subsidiary of a Loan Party, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary or, in any such case, that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement applies only to such Subsidiary and does not otherwise expand in any material respect the scope of any restriction or condition contained therein, and (e) any restriction pursuant to any document, agreement or instrument governing or relating to any Lien permitted under Sections 6.3(c), (d), (m), (n), (o), (q) or any agreement or option to Dispose any asset of any Group Member, the Disposition of which is permitted by any other provision of this Agreements (in each case, provided that any such restriction relates only to the assets or property subject to such Lien or being Disposed).

6.15Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or to pay any Indebtedness owed to, any other Group Member, (b) make loans or advances to, or other Investments in, any other Group Member, or (c) transfer any of its assets to any other Group Member, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with a Disposition permitted hereby of all or substantially all of the

Capital Stock or assets of such Subsidiary, (iii) customary restrictions on the assignment of leases, licenses and other agreements, (iv) restrictions of the nature referred to in clause (c) above under agreements governing purchase money liens or Capital Lease Obligations otherwise permitted hereby which restrictions are only effective against the assets financed thereby, or (v) any agreement in effect at the time any Subsidiary becomes a Subsidiary of a Borrower, so long as such agreement applies only to such Subsidiary, was not entered into solely in contemplation of such Person becoming a Subsidiary or in each case that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement is not as a whole materially less favorable to such Subsidiary, (vi) restrictions under any Subordinated Debt Documents, (vii) restrictions on the transfer of any asset pending the close of the sale of such asset and customary restrictions contained in purchase agreements and acquisition agreements (including by way of merger, acquisition or consolidation), to the extent in effect pending the consummation of such transaction, (viii) customary net worth provisions or similar financial maintenance provisions contained in real property leases entered into by a Foreign Subsidiary, so long as the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Group Members to meet their ongoing obligations under the Loan Documents, (ix) applicable law, (x) restrictions on cash or other deposits imposed under agreements entered into in the ordinary course of business, (xi) provisions in joint venture agreements and other similar agreements (including equity holder agreements) relating to such joint venture or its members or entered into in the ordinary course of business or (xii) any restriction pursuant to any document, agreement or instrument governing or relating to any Lien permitted under Section 6.3(c), (d), (m), (n), (o), (q) (provided that any such restriction relates only to the assets or property subject to such Lien or being Disposed).

6.16Lines of Business. Enter into any business, either directly or through any Subsidiary, except for those businesses in which the Group Members are engaged on the date of this Agreement or that are reasonably related, ancillary, complementary or incidental thereto.

6.17[Reserved].

6.18[Reserved].

6.19Amendments to Organic Documents and Material Contracts. (a) Amend or permit any amendments to any Loan Party’s organizational documents if such amendment, termination, or waiver would be adverse to the Administrative Agent or the Lenders in any material respect; or (b) amend or permit any amendments to, or terminate or waive any provision of, any material Contractual Obligation if such amendment, termination or waiver could reasonably be expected to result in a Material Adverse Effect.

6.20Use of Proceeds. Use the proceeds of any Loan or extension of credit hereunder, whether directly or indirectly, and whether immediately, incidentally or ultimately, (a) to purchase or carry margin stock (within the meaning of Regulation T, U, or X of the Board) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund Indebtedness originally incurred for such purpose; (b) to finance a Hostile Acquisition; (c) to fund any activities of or business with any individual or entity, or in any Designated Jurisdiction, that, at the time of such funding, is the subject of Sanctions, or in any other manner that will result in a violation by any individual or entity (including any individual or entity participating in the transaction, whether as Lender, Arranger, Administrative Agent, Issuing Bank, Swingline Lender, or otherwise) of Sanctions (or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other individual or entity in violation of the foregoing); or (d) for any purpose which would breach the FCPA, the UK Bribery Act 2010, any other applicable anti-corruption law or other similar legislation in other jurisdictions.

6.21Subordinated Debt.

(a)Amendments. Amend, modify, supplement, waive compliance with, or consent to noncompliance with, any Subordinated Debt Document, unless the amendment, modification, supplement, waiver or consent (i) does not materially adversely affect the Group Members’ ability to pay

and perform each of their Obligations at the time and in the manner set forth herein and in the other Loan Documents and is not otherwise materially adverse to the Administrative Agent and the Lenders, and (ii) is in compliance with the subordination provisions therein and any subordination agreement with respect thereto in favor of the Administrative Agent.

(b)Payments. Make any payment (including any interest payment, other than paid-in-kind interest), prepayment or repayment on, redemption, exchange or acquisition for value of, any sinking fund or similar payment with respect to, any Subordinated Indebtedness, except as permitted by the subordination provisions in the applicable Subordinated Debt Documents and any subordination agreement with respect thereto in favor of the Administrative Agent.

6.22Anti-Terrorism Laws. Conduct, deal in or engage in or permit any Affiliate or agent of any Loan Party within its control to conduct, deal in or engage in any of the following activities: (a) conduct any business or engage in any transaction or dealing with any person blocked pursuant to Executive Order No. 13224 (a “Blocked Person”), including the making or receiving any contribution of funds, goods or services to or for the benefit of any Blocked Person; (b) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224; or (c) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in Executive Order No. 13224 or the Patriot Act.

SECTION 7
EVENTS OF DEFAULT

7.1Events of Default. The occurrence of any of the following shall constitute an Event of Default:

(a)the Borrower shall fail to pay any amount of principal of any Loan or any reimbursement obligation in respect of any L/C Disbursement when due in accordance with the terms hereof; or the Borrower shall fail to pay any amount of interest on any Loan, or any other amount payable hereunder or under any other Loan Document, within 5 Business Days after any such interest or other amount becomes due in accordance with the terms hereof; or

(b)any representation or warranty made or deemed made by any Loan Party herein or in any other Loan Document or that is contained in any certificate, document or financial or other statement furnished by it at any time under or in connection with this Agreement or any such other Loan Document (i) if qualified by materiality, shall be incorrect or misleading when made or deemed made, or (ii) if not qualified by materiality, shall be incorrect or misleading in any material respect when made or deemed made; or

(c)any Loan Party shall default in the observance or performance of any agreement contained in, Section 4.3, Section 5.1, Section 5.2, Section 5.5(a)(i), Section 5.8(a), Section 5.13, Section 5.15 or Section 6 of this Agreement; or

(d)any Loan Party shall default in the observance or performance of any other agreement contained in this Agreement or any other Loan Document (other than as provided in paragraphs (a) through (c) of this Section 7.1), and such default shall continue unremedied for a period of 30 days after knowledge by such Loan Party or written notice thereof from the Administrative Agent to the Borrower; or

(e)(i) any Group Member (other than an Immaterial Subsidiary) shall (A) default in making any payment of any principal of any Indebtedness (including any Guarantee Obligation, but excluding the Loans) on the scheduled or original due date with respect thereto; (B) default in making any payment of any interest, fees, costs or expenses on any such Indebtedness (other than the Loans) beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created; (C) default in making any payment or delivery under any such Indebtedness constituting a Swap Agreement beyond the period of grace, if any, provided in such Swap Agreement; or (D) default in the observance or performance of any other agreement or condition relating to any such Indebtedness (other

than the Loans) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to (1) cause, or to permit the holder or beneficiary of, or, in the case of any such Indebtedness constituting a Swap Agreement, counterparty under, such Indebtedness (or a trustee or agent on behalf of such holder, beneficiary, or counterparty) to cause, with the giving of notice if required, such Indebtedness to become due prior to its stated maturity or (in the case of any such Indebtedness constituting a Guarantee Obligation) to become payable or (in the case of any such Indebtedness constituting a Swap Agreement) to be terminated, or (2) to cause, with the giving of notice if required, any Group Member to purchase, redeem, mandatorily prepay or make an offer to purchase, redeem or mandatorily prepay such Indebtedness prior to its stated maturity; provided that this clause (D) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness; provided further that, unless such Indebtedness constitutes a Specified Swap Agreement, a default, event or condition described in clauses (i)(A), (B), (C), or (D) of this Section 7.1(e) shall not at any time constitute an Event of Default unless, at such time, one or more defaults, events or conditions of the type described in any of clauses (i)(A), (B), (C), or (D) of this Section 7.1(e) shall have occurred with respect to Indebtedness, the outstanding principal amount (and, in the case of Swap Agreements, other than Specified Swap Agreements, the Swap Termination Value) of which, individually or in the aggregate for all such Indebtedness, exceeds $2,500,000; provided, further, that this clause (e)(i) shall not apply to (x) any early payment requirement or unwinding or termination with respect to any Permitted Equity Derivative Transaction, or satisfaction of any condition giving rise to or permitting the foregoing, in accordance with the terms thereof, so long as, in any such case, the Group Members are not the “defaulting party” or otherwise in breach under the terms of such Permitted Equity Derivative Transaction, or (y) any event that permits or causes repurchase, payment, prepayment, redemption, conversion, settlement or exchange of Permitted Convertible Indebtedness that is not the result of a breach or default by a Group Member of the terms of an agreement governing such Permitted Convertible Indebtedness or an event or condition that constitutes an Event of Default hereunder or (ii) any default or event of default (however designated) shall occur with respect to any Subordinated Indebtedness of any Group Member; or

(f)(i) Borrower or any Group Member that is also Material Subsidiary shall commence any case, proceeding or other action (a) under any Debtor Relief Law seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, administration, dissolution, composition or other relief with respect to it or its debts, or (b) seeking appointment of a receiver, administrator, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or Borrower or any such Group Member shall make a general assignment or assignation for the benefit of its creditors; or (ii) there shall be commenced against Borrower or any such Group Member that is not an Immaterial Subsidiary any case, proceeding or other action of a nature referred to in clause (i) above that (x) results in the entry of an order for relief or any such adjudication or appointment or (y) remains undismissed, undischarged or unbonded for a period of 60 days (provided that, during such 60 day period, no Loan shall be advanced or Letters of Credit issued hereunder); or (iii) there shall be commenced against Borrower any such Group Member any case, proceeding or other action seeking issuance of a warrant of attachment, execution, arrestment, inhibition, distraint or similar process against all or any substantial part of its assets that results in the entry of an order for any such relief that shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof (provided that, during such 60 day period, no Loan shall be advanced or Letters of Credit issued hereunder); or (iv) Borrower or any Group Member that is also a Material Subsidiary shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) Borrower or any Group Member that is also a Material Subsidiary shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; or

(g)an ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan that has resulted or could reasonably be expected to result in liability of the Borrower under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of $2,500,000; or

(h)there is entered against Borrower or any Group Member that is also Material Subsidiary (i) one or more final judgments or orders for the payment of money involving in the aggregate a liability (not paid or fully covered by insurance as to which the relevant insurance company has acknowledged coverage) of $2,500,000 or more, or (ii) one or more non-monetary final judgments that have, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and, in either case, (A) enforcement proceedings are commenced by any creditor upon such judgment or order, or (B) all such judgments or decrees shall not have been paid, vacated, discharged, stayed or bonded pending appeal within 45 days from the entry thereof; or

(i)(i)    any of the Security Documents shall cease, for any reason, to be in full force and effect (other than pursuant to the terms thereof), or any Loan Party shall so assert, or any Lien created by any of the Security Documents shall cease to be enforceable and of the same effect and priority purported to be created thereby, in each case, with respect to any Collateral having a value, individually or in the aggregate, in excess of $1,000,000; or

(i)any court order enjoins, restrains or prevents a Loan Party from conducting all or any material part of its business for more than five consecutive Business Days; or

(j)the guarantee contained in Section 2 of the Guarantee and Collateral Agreement shall cease, for any reason, to be in full force and effect or any Loan Party shall so assert; or

(k)a Change of Control shall occur; or

(l)any of the Governmental Approvals necessary for any of the Group Members to operate its respective business shall have been revoked, rescinded, suspended, modified in an adverse manner or not renewed in the ordinary course for a full term and such decision or such revocation, rescission, suspension, modification or nonrenewal (i) has, or could reasonably be expected to have, a Material Adverse Effect, or (ii) adversely affects the legal qualifications of any Group Member to hold any material Governmental Approval in any applicable jurisdiction and such adverse effect on the legal qualifications of any such Group Member to hold any material Governmental Approval in any applicable jurisdiction could reasonably be expected to have a Material Adverse Effect; or

(m)any Loan Document (including the subordination provisions of any subordination or intercreditor agreement governing Subordinated Indebtedness) not otherwise referenced in Section 7.1(i) or (j), at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or the Discharge of Obligations, ceases to be in full force and effect; or any Loan Party or any other Person contests in any manner the validity or enforceability of any Loan Document (exclusive of questions of interpretation thereof); or any Loan Party denies that it has any liability or obligation under any Loan Document to which it is a party, or purports to revoke, terminate or rescind any such Loan Document.

7.2Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders, take any or all of the following actions:

(a)if such event is an Event of Default specified in clause (i) or (ii) of paragraph (f) of Section 7.1 with respect to any Loan Party, the Commitments shall immediately terminate automatically and the Loans (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents shall automatically immediately become due and payable, and

(b)if such event is any other Event of Default, any of the following actions may be taken: (i) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower declare the Revolving Commitments to be terminated forthwith, whereupon the Revolving Commitments shall immediately terminate; (ii) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower, declare the Loans (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents to be due and payable forthwith, whereupon the same shall immediately become due

and payable; (iii) any Cash Management Bank may terminate any Cash Management Agreement then outstanding and declare all Obligations then owing by the Group Members under any such Cash Management Agreements then outstanding to be due and payable forthwith, whereupon the same shall immediately become due and payable; and (iv) the Administrative Agent may exercise on behalf of itself, any Cash Management Bank, the Lenders and the Issuing Bank all rights and remedies available to it, any such Cash Management Bank, the Lenders and the Issuing Bank under the Loan Documents.

With respect to all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant to this paragraph, the Borrower shall Cash Collateralize an amount equal to 105% (110% in the case of a Letter of Credit denominated in an Alternative Currency) of the aggregate then undrawn and unexpired amount of such Letters of Credit. Amounts so Cash Collateralized shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay other Obligations of the Borrower hereunder and under the other Loan Documents in accordance with Section 7.3.

In addition, (x) the Borrower shall also Cash Collateralize the full amount of any Swingline Loans then outstanding, and (y) to the extent elected by any applicable Cash Management Bank, the Borrower shall also Cash Collateralize the amount of any Obligations in respect of Cash Management Services then outstanding, which Cash Collateralized amounts shall be applied by the Administrative Agent to the payment of all such outstanding Cash Management Services, and any unused portion thereof remaining after all such Cash Management Services shall have been fully paid and satisfied in full shall be applied by the Administrative Agent to repay other Obligations of the Loan Parties hereunder and under the other Loan Documents in accordance with the terms of Section 7.3.

(c)After all such Letters of Credit and Cash Management Agreements shall have been terminated, expired or fully drawn upon, as applicable, and all amounts drawn under any such Letters of Credit shall have been reimbursed in full and all other Obligations of the Borrower and the other Loan Parties (including any such Obligations arising in connection with Cash Management Services) shall have been paid in full, the balance, if any, of the funds having been so Cash Collateralized shall be returned to the Borrower (or such other Person as may be lawfully entitled thereto). Except as expressly provided above in this Section, presentment, demand, protest and all other notices of any kind are hereby expressly waived by the Borrower.

7.3Application of Funds. After the exercise of remedies provided for in Section 7.2, any amounts received by the Administrative Agent on account of the Obligations shall be applied by the Administrative Agent in the following order:

First, to the payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest but including any Collateral-Related Expenses, fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Sections 2.19, 2.20 and 2.21 (including interest thereon)) payable to the Administrative Agent, in its capacity as such;

Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, reimbursement obligations in respect of L/C Disbursements, interest, and L/C Fees) payable to the Lenders, the Issuing Bank, and any Qualified Counterparty and any applicable Cash Management Bank (in its respective capacity as a provider of Cash Management Services), and the documented out-of-pocket fees, charges and disbursements of counsel to the respective Lenders and the Issuing Bank, and amounts payable under Sections 2.19, 2.20 and 2.21), in each case, ratably among them in proportion to the respective amounts described in this clause Second payable to them;

Third, to the extent that the Swingline Lender has advanced any Swingline Loans that have not been refunded by each Lender in accordance with their Revolving Percentage, payment to the Swingline Lender of that portion of the Obligations constituting the unpaid principal of and interest upon the Swingline Loans advanced by the Swingline Lender;