ipoe-20210614.htm

Attachment: S-1

Document

Exhibit 2.3

CONFIDENTIAL

Execution Version

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION

BY AND AMONG

SOCIAL FINANCE, INC.,

SFI ACQUISITION CO., INC.,

SFI FINANCIAL TECHNOLOGIES LLC,

GALILEO FINANCIAL TECHNOLOGIES, INC.

and

SHAREHOLDER REPRESENTATIVE SERVICES LLC

as the STOCKHOLDERS’ REPRESENTATIVE

Dated as of April 6, 2020

Table of Contents

ARTICLE I

DEFINITIONS, TERMS AND INTERPRETIVE MATTERS

Section 1.01

Certain Definitions

Section 1.02

Other Terms

ARTICLE II

THE MERGERS

Section 2.01

Mergers

Section 2.02

Closing

Section 2.03

Effective Time

Section 2.04

Effects of the Mergers

Section 2.05

Certificate of Incorporation and By-laws

Section 2.06

Directors and Officers

Section 2.07

Conversion of Company Shares

Section 2.08

Stock Options

Section 2.09

Conversion of Common Stock of Merger Sub; Conversion of Common Stock of Surviving Corporation

Section 2.10

Closing Adjustments

Section 2.11

Tax Treatment and Cooperation

Section 2.12

Withholding Taxes

Section 2.13

Closing of the Company’s Transfer Books

Section 2.14

Payment of Merger Consideration and Other Payments

Section 2.15

Stockholders’ Representative

Section 2.16

Dissenting Shares

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Section 3.01

Organization

Section 3.02

Capitalization

Section 3.03

Authority

Section 3.04

Consents and Approvals; No Violations

Section 3.05

Financial Statements

Section 3.06

Absence of Undisclosed Liabilities

Section 3.07

Absence of Changes; Operations in Ordinary Course

Section 3.08

Taxes; Tax Matters

Section 3.09

Plans

Section 3.10

Intellectual Property

Section 3.11

Material Contracts

Section 3.12

Compliance with Laws; Permits

Section 3.13

Real Property

Section 3.14

Environmental and Safety Matters

Section 3.15

Labor Matters

Section 3.16

Insurance Policies

Section 3.17

Legal Proceedings

Section 3.18

Privacy and Data Security

Section 3.19

Company Systems

Section 3.20

Export Approvals

Section 3.21

Certain Payments

Section 3.22

Brokers

Section 3.23

Books and Records

Section 3.24

Customers and Vendors

Section 3.25

Anti-Money Laundering

Section 3.26

Independent Investigation; No Other Representations and Warranties

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF PARENT,
MERGER SUB, and MERGER SUB II

Section 4.01

Organization, Good Standing and Qualification

Section 4.02

Capitalization

Section 4.03

Authority

Section 4.04

Valid Issuance of Securities

Section 4.05

Governmental Consents and Filings

Section 4.06

No “Bad Actor” Disqualification

Section 4.07

Litigation

Section 4.08

Parent IP

Section 4.09

Compliance with Other Instruments and Law

Section 4.10

Agreements; Actions

Section 4.11

No Conflict of Interest

Section 4.12

Rights of Registration and Voting Rights

Section 4.13

Title to Property and Assets

Section 4.14

Financial Statements

Section 4.15

Absence of Undisclosed Liabilities

Section 4.16

Changes

Section 4.17

Employee Benefit Plans

Section 4.18

Tax Matters; Tax Returns, Payments and Elections

Section 4.19

Confidential Information and Invention Assignment Agreements

Section 4.20

Governmental Authorizations

Section 4.21

Severance Arrangement

Section 4.22

Employment Agreements

Section 4.23

Compliance with Applicable Laws

Section 4.24

Compliance with Parent Credit Facility, Parent Warehouse Facilities and Parent Securitization Documents

Section 4.25

Investment Company

Section 4.26

Shell Company Status

Section 4.27

Section 83(b) Elections

Section 4.28

No Claims for Breach of Representation or Warranty

Section 4.29

Brokers

Section 4.30

Independent Investigation; No Other Representations or Warranties

ARTICLE V

COVENANTS

Section 5.01

Conduct of Business

Section 5.02

Control of Operations

Section 5.03

Commercially Reasonable Efforts; Cooperation

Section 5.04

Consents

Section 5.05

Antitrust Notifications and Other Regulatory Approvals

Section 5.06

Access to Information

Section 5.07

Public Statements

Section 5.08

Indemnification of Directors and Officers

Section 5.09

Employee Benefits

Section 5.10

Termination of Related Party Contracts and Plans

Section 5.11

Closing Conditions

Section 5.12

Tax Matters

Section 5.13

Stockholder Consent

Section 5.14

Termination of Equity Agreements

Section 5.15

Exclusivity

Section 5.16

Advice of Changes

Section 5.17

Merger Sub, Surviving Corporation and Merger Sub II

Section 5.18

Tax Opinions

Section 5.19

Conduct of Parent Business

Section 5.20

R&W Policy

Section 5.21

Data Room

ARTICLE VI

CONDITIONS TO CLOSING

Section 6.01

Mutual Conditions to the Obligations of the Parties

Section 6.02

Conditions to the Obligations of Parent, Merger Sub, and Merger Sub II

Section 6.03

Conditions to the Obligations of the Company

ARTICLE VII

SURVIVAL; INDEMNIFICATION

Section 7.01

Survival

Section 7.02

Indemnification in Favor of Parent

Section 7.03

Indemnification Claim Procedure; Third Party Claims

Section 7.04

R&W Policy and Escrow

101

Section 7.05

Limits on Indemnification

102

Section 7.06

Exclusive Remedy

103

Section 7.07

Effect of Investigation

104

ARTICLE VIII

TERMINATION

104

Section 8.01

Termination

104

Section 8.02

Effect of Termination; Etc

105

ARTICLE IX

MISCELLANEOUS

106

Section 9.01

Notices

106

Section 9.02

Amendment; Waiver, Etc

108

Section 9.03

Assignment

108

Section 9.04

Expenses

108

Section 9.05

Entire Agreement

108

Section 9.06

Severability

108

iii

Section 9.07

Fulfillment of Obligations

109

Section 9.08

Parties in Interest

109

Section 9.09

Governing Law; Jurisdiction; Waiver of Jury Trial

109

Section 9.10

Counterparts; Etc

110

Section 9.11

Headings, Etc

110

Section 9.12

Further Assurances

110

Section 9.13

Remedies

111

Section 9.14

Knowledge

111

Section 9.15

Interpretation

111

Section 9.16

Legal Representation

112

Exhibits

Exhibit A Form of Support Agreement

Exhibit B Surviving Entity Charter

Exhibit C Surviving Corporation Charter

Exhibit D Form of Seller Note

Exhibit E Letter of Transmittal

Exhibit F Escrow Agreement

Exhibit G Form of Accredited Investor Questionnaire

Exhibit H Form of Stockholder Consent

Exhibit I Parent New Charter

Exhibit J Option Cancellation Agreement

Exhibit K Payments Administration Agreement

Exhibit L Omnibus Amendment

Schedules

Company Disclosure Schedule

Parent Disclosure Schedule

Schedule 5.01 Conduct of Business

Schedule 5.01(j) Change in Control Payments

Schedule 5.01(q) Specified Contracts

Schedule 5.05(a) Required Consents

Schedule 5.09(c) Certain Plans

Schedule 5.10(a) Certain Related Party Contracts

Schedule 6.02(i) Third Party Consents and Approvals

Schedule 6.02(k) Certain Key Employees

Schedule 6.02(n) Termination of Certain Contracts

Schedule 6.02(q) Spreadsheet

Schedule 9.14(i) Company Knowledge Persons

Schedule 9.14(ii) Parent, Merger Sub and Merger Sub II Knowledge Persons

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION

This AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”), dated as of April 6, 2020, by and among Social Finance, Inc., a Delaware corporation (“Parent”), SFI Acquisition Co., Inc., a Delaware corporation and direct subsidiary of Parent (“Merger Sub”), SFI Financial Technologies LLC, a Delaware limited liability company and direct subsidiary of Parent (“Merger Sub II”), Galileo Financial Technologies, Inc., a Delaware corporation (the “Company”), and Shareholder Representative Services LLC, a Colorado limited liability company (“SRS”), solely in its capacity as the representative, agent and attorney-in-fact of the Equityholders (the “Stockholders’ Representative”).

W I T N E S S E T H:

WHEREAS, the board of directors of the Company has determined that this Agreement and the transactions contemplated hereby, including the Mergers (as defined below), are advisable and fair to, and in the best interests of, the Company and its stockholders;

WHEREAS, the board of directors of the Company has adopted resolutions approving the acquisition of the Company by Parent, the execution of this Agreement and the consummation of the transactions contemplated hereby;

WHEREAS, the boards of directors of each of Parent, Merger Sub, and Merger Sub II have approved and declared advisable and in the best interests of Parent, Merger Sub, and Merger Sub II, respectively, this Agreement and the transactions contemplated hereby, including the Mergers, and the boards of directors of Merger Sub and Merger Sub II have determined that this Agreement and the transactions contemplated hereby, including the Mergers, are fair to and in the best interests of its stockholder;

WHEREAS, as a condition and inducement to the willingness of Parent, Merger Sub and Merger Sub II to enter into this Agreement, concurrently with the execution of this Agreement, the Key Stockholders have entered into, and prior to the Closing certain other Stockholders are expected to enter into, support agreements with Parent in the form attached hereto as Exhibit A (each, a “Support Agreement”);

WHEREAS, the Company, Parent, Merger Sub and Merger Sub II intend for federal income tax purposes that the Mergers constitute a reorganization under the provisions of Section 368(a) of the Code (as hereafter defined), applying the integrated plan doctrine set forth in Revenue Ruling 2001-46, 2001-2 C.B. 321, and that this Agreement be and is adopted as a “plan of reorganization” within the meaning of Treasury Regulations Section 1.368-2(g).

NOW, THEREFORE, in consideration of the mutual representations, warranties, covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

ARTICLE I

DEFINITIONS, TERMS AND INTERPRETIVE MATTERS

SECTION 1.01 Certain Definitions. As used in this Agreement, the following terms shall have the meanings set forth or as referenced below:

“280G Stockholder Vote” shall have the meaning set forth in Section 5.09(f).

“2011 Option Plan” shall mean the Company’s 2011 Stock Plan.

“2019 Option Plan” shall mean the Company’s 2019 Equity Incentive Plan.

“Accredited Investor Certification” shall mean a version of the form of Accredited Investor Questionnaire attached hereto as Exhibit G pursuant to which a holder of Company Shares certifies to the Company and Parent that such Person is an “accredited investor” as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act.

“Accredited Stockholder” shall mean a Stockholder who (a) completes and duly executes and delivers to the Company or Parent an Accredited Investor Certification no later than five (5) Business Days prior to the Effective Time or (b) whom Parent reasonably believes, in the exercise of its sole discretion based on information available to it, is an “accredited investor” as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act.

“Accredited Stockholder Per Share Cash Consideration” shall mean the product of (a) the Cash to Note Ratio multiplied by (b) the Per Share Merger Consideration less the Per Share Parent Stock Consideration.

“Accredited Stockholder Per Share Note Amount” shall mean the Per Share Merger Consideration, less the Per Share Parent Stock Consideration, less the Accredited Stockholder Per Share Cash Consideration.

“ACH Network” shall mean any network maintained or controlled by an operator, including a Federal Reserve bank, for the transmission and calculation of automated clearing house entries for payments.

“Acquirer Indemnified Parties” shall have the meaning set forth in Section 7.02.

“Acquisition Proposal” shall have the meaning set forth in Section 5.15(a).

“Additional Agreements” shall mean the Escrow Agreement, the Omnibus Amendment, the Support Agreements, the Letters of Transmittal, the Option Cancellation Agreements, the Stockholders’ Representative Agreement, the Seller Note and any other certificates or other documents, instruments and/or agreements to be executed or delivered in connection with any of the transactions contemplated by this Agreement.

“Adjustment Funds Shortfall” shall have the meaning set forth in Section 2.10(b).

“Adjusted Operating Budget” shall mean the operating budget approved by the Company’s Board of Directors for the fiscal year 2020 and made available to Parent, except for expenditures related to operating expenses, head count and hiring, sales and marketing (including trade show sponsorships and attendance) and business travel (including sales travel), each of which are less than budget, and for transaction expenses, which exceeds budget.

“Adjusted Purchase Price” shall mean $1,200,000,000, less any unpaid Transaction Expenses of the Company immediately prior to the Effective Time (other than the Deferred Transaction Fee), less if Closing Net Working Capital is less than the Working Capital Target, the amount of such shortfall, plus if the Closing Net Working Capital exceeds the Working Capital Target, the amount of such excess, as modified (to the extent necessary) under Section 2.07(c), subject to adjustment as set forth in Section 2.10.

“Adjustment Time” shall have the meaning set forth in Section 6.02(q).

“Affiliate” shall mean, as to any Person, any other Person which, directly or indirectly, is in control of, is controlled by, or is under common control with, such first Person; provided, that none of SoftBank Group Corp., SoftBank Group Capital Ltd., SB Sonic Holdco, Renren SF Holdings, Oak Pacific Investment, or their respective successors and assigns shall be considered “Affiliates” of Parent. The term “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”) shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other ownership interest, by contract or otherwise.

“Aggregate Assumed Option Exercise Price” shall mean the aggregate exercise price of all Assumed Options outstanding immediately prior to the Effective Time.

“Aggregate Option Exercise Price” shall mean the aggregate exercise price of all Options outstanding immediately prior to the Effective Time.

“Aggregate Participating Option Exercise Price” shall mean the aggregate exercise price of all Participating Options outstanding immediately prior to the Effective Time.

“Agreement” shall have the meaning set forth in the preamble hereto.

“AML Program” shall have the meaning set forth in Section 3.25.

“Antitrust Laws” shall have the meaning set forth in Section 5.05(c).

“Assumed Option” shall mean the portion of each Option outstanding as of immediately prior to the Effective Time that is not a Participating Option, whether vested or unvested and whether exercisable or not exercisable.

“Assumed Option Value” shall mean (i) the aggregate number of Company Shares subject to Assumed Options outstanding as of immediately prior to the Effective Time, multiplied by an amount equal to (A) the Adjusted Purchase Price, less the Representative Expense Amount, less the Escrow Amount, less the Working Capital Escrow Amount, plus the Aggregate Option Exercise Price,

divided by (B) the number of Fully Diluted Company Shares, less (ii) the Aggregate Assumed Option Exercise Price.

“Audited Financial Statements” shall have the meaning set forth in Section 3.05(a).

“Bank” shall mean any Person that (i) is defined as a “bank” or otherwise licensed or authorized under applicable Laws to engage in banking activities (e.g., as defined in the Section 3 of the Bank Holding Company Act of 1956 or permitted under the Federal Deposit Insurance Act) to accept deposits or to hold deposit liabilities and (ii) has entered into any Contract with Parent for Parent to act as agent or service provider for that Person.

“Binder Agreement” shall mean a Binder Agreement providing for the issuance, subject to the terms and conditions set forth therein, of the R&W Policy.

“Business Day” shall mean any day other than a Saturday, a Sunday or a day on which banks in the State of California or the State of Utah are authorized or obligated by Law or executive order to close.

“Capitalization Schedule” shall have the meaning set forth in Section 3.02(a).

“Capitalization Update” shall have the meaning set forth in Section 5.16(c).

“Card Network” shall mean the following credit, debit, and other payment card networks for which the Company processes payment transactions as a part of the Company’s business: Visa, Mastercard, Discover, Star and Pulse.

“Cash Merger Consideration” shall mean the aggregate amount of cash payable in connection with the First Merger, which shall be $75,000,000, less the Representative Expense Amount, less any Closing Indebtedness, less any unpaid Transaction Expenses of the Company immediately prior to the Effective Time (other than the Deferred Transaction Fee), plus any Closing Cash, less if Closing Net Working Capital is less than the Working Capital Target, the amount of such shortfall, plus if the Closing Net Working Capital exceeds the Working Capital Target, the amount of such excess, as modified (to the extent necessary) under Section 2.07(c), subject to adjustment as set forth in Section 2.10.

“Cash to Note Ratio” shall mean the quotient obtained by dividing (a) the sum of the Effective Time Cash Merger Consideration plus the Aggregate Participating Option Exercise Price by (b) the sum of the Effective Time Cash Merger Consideration, plus the Aggregate Participating Option Exercise Price, plus the aggregate principal amount of the Seller Note.

“Certificate of Conversion” shall mean, collectively, the Certificate of Conversion filed with the Secretary of State of the State of Delaware on March 10, 2020 and the Articles of Transfer filed with the Utah Department of Commerce, Division of Corporations and Commercial Code of the State of Utah on March 10, 2020, copies of which have been made available to Parent.

“Certificate of Merger” shall have the meaning set forth in Section 2.03.

“Change in Control Payments” shall mean (a) any severance, change in control, termination, retention, incentive or similar amounts or benefits payable or due to any employee as a result of or in connection with the transactions contemplated hereby, (b) any Liabilities under any severance agreements entered into on or after March 31, 2020 other than at the request of Parent, (c) the employer’s portion of applicable payroll taxes in respect of the amounts set forth in clauses (a) and (b), and (c) 50% of the employer’s portion of applicable payroll taxes in respect of Participating Options and Assumed Options pursuant to Section 2.08.

“Clayton Act” shall mean the Clayton Antitrust Act of 1914, as amended.

“Closing” shall have the meaning set forth in Section 2.02.

“Closing Cash” shall mean the aggregate amount of the cash and cash equivalents of the Company as of immediately prior to the Effective Time (each determined in accordance with GAAP applied on a consistent basis with the application thereof to the most recent Audited Financial Statements).

“Closing Date” shall have the meaning set forth in Section 2.02.

“Closing Indebtedness” shall mean the aggregate unpaid Indebtedness of the Company (excluding current liabilities included in the calculation of Closing Net Working Capital and Transaction Expenses) as of immediately prior to the Effective Time (determined in accordance with GAAP applied on a consistent basis with the application thereof to the most recent Audited Financial Statements).

“Closing Merger Consideration” shall mean the sum of (a) the Effective Time Cash Merger Consideration, (b) the Closing Stock Consideration and (c) the aggregate principal amount of the Seller Note.

“Closing Net Working Capital” shall the Company’s current assets (excluding Closing Cash) less current liabilities (excluding the current portion of Closing Indebtedness and Transaction Expenses) as of the Effective Time (each determined in accordance with GAAP applied on a consistent basis with the application thereof to the most recent Audited Financial Statements).

“Closing Stock Consideration” shall mean the aggregate dollar amount of Parent Series H-1 Preferred Stock payable at the Effective Time in connection with the First Merger, which shall be equal to the Stock Consideration less $12,300,000.

“Code” shall mean the U.S. Internal Revenue Code of 1986, as amended.

“Company” shall have the meaning set forth in the preamble hereto.

“Company 401(k) Plan” shall have the meaning set forth in Section 3.09(b).

“Company Acquirer” shall have the meaning set forth in Section 3.10(j).

“Company Board Recommendation” shall have the meaning set forth in Section 3.03(a).

“Company Charter” shall mean the Certificate of Incorporation of the Company filed with the Secretary of State of the State of Delaware on March 10, 2020.

“Company Common Stock” shall mean the Common Stock of the Company, as defined and with the rights as set forth in the Company Charter.

“Company Data” shall mean all Data collected, generated, received or otherwise processed in the operation of the business. Without limiting the foregoing, “Company Data” includes all Customer Data and Company Training Data.

“Company Disclosure Schedule” shall mean the schedules delivered by the Company to Parent, dated the date hereof, which schedules relate to this Agreement.

“Company Fundamental Representations” shall have the meaning set forth in Section 7.05(b).

“Company IP” shall mean any Intellectual Property that is owned or purported to be owned, used, held for use or practiced by the Company or any of its Subsidiaries.

“Company IP Registrations” shall mean all of the material registrations and applications for registrations with a Governmental Authority or Internet domain name registrar for Intellectual Property owned by the Company or any of its Subsidiaries.

“Company Option Plan” shall mean the 2011 Option Plan or the 2019 Option Plan, as applicable.

“Company Owned IP” shall mean any Company IP that is owned or purported by the Company or any of its Subsidiaries to be owned by the Company or any of its Subsidiaries.

“Company Owned Software” shall mean solely those portions of Software that embody Company Owned IP.

“Company Owned Technology” shall mean any Company Technology that is owned by the Company or any of its Subsidiaries, including all Company Owned Software.

“Company Preferred Stock” shall mean the Series B Preferred Stock of the Company, as defined and with the rights as set forth in the Company Charter.

“Company Products” shall mean all products and services that are being sold, offered, distributed, licensed, leased or otherwise commercialized by the Company or any of its Subsidiaries to Customers in the ordinary course of business, including processing services.

“Company Schedule Supplement” shall have the meaning set forth in Section 5.16(a).

“Company Shares” shall mean the Company Common Stock and the Company Preferred Stock.

“Company Software” shall mean any Software that is or has been owned or purported to be owned, used, held for use or practiced by the Company or any of its Subsidiaries, or is necessary for the conduct of the business of the Company or any of its Subsidiaries.

“Company Systems” shall have the meaning set forth in Section 3.19(a).

“Company Technology” shall mean any Technology that is or has been owned or purported to be owned, used, held for use or practiced by the Company or any of its Subsidiaries, or is necessary for the conduct of the business of the Company or any of its Subsidiaries, including any Company Software.

“Company Training Data” shall mean all Data that has been made available by or to (or used by or for) the Company in connection with developing any Intellectual Property or Company Products, including developing, training or improving algorithms.

“Confidential Information” shall mean information and materials not generally known to the public, including Trade Secrets and other confidential and proprietary information.

“Confidentiality Agreement” shall mean the Confidentiality Agreement, dated as of March 8, 2020, by and between Parent and the Company, as amended by Section 5.06(e) of this Agreement.

“Contract” shall mean any agreement, arrangement, understanding, note, commitment, undertaking, indenture, mortgage, deed, lease, license, franchise, permit, instrument, lease, sublease, bond, indenture, deed of trust, mortgage, loan agreement or other binding commitment, whether written or oral.

“Conversion Ratio” shall mean the quotient (rounded to the sixth decimal point) obtained by dividing (a) the Per Share Merger Consideration by (b) the Parent Common Stock Price.

“Copyleft License” shall mean any license that requires, as a condition of use, modification or distribution of Software or other Technology subject to such license, that such Software or other Technology, or other Software or other Technology incorporated into, derived from, used or distributed with such Software or other Technology (a) in the case of Software, be made available or distributed in a form other than binary (e.g., source code form), (b) be licensed for the purpose of preparing of derivative works, (c) be licensed under terms that allow the Company Products or Parent Products, as applicable, or portions thereof or interfaces therefor to be reverse engineered, reverse assembled or disassembled (other than by operation of Law) or (d) be redistributable at no license fee. Without limiting the foregoing, “Copyleft Licenses” constitute Open Source Licenses and include the GNU General Public License, the GNU Lesser General Public License, the Affero General Public License, the GNU Affero General Public License, the Mozilla Public License, the Sun Industry Standards License, the Sun Community Source License, the Artistic License, the Netscape Public License, Common Development and Distribution License, the Eclipse Public License and all Creative Commons “sharealike” licenses.

“Copyrights” shall mean copyrights and all other rights with respect to works of authorship, and all registrations thereof and applications therefor and renewals, extensions and

reversions thereof, and all other rights corresponding thereto throughout the world (including moral and economic rights, however denominated).

“Covered Persons” shall have the meaning set forth in Section 4.06.

“Customer” shall mean any Person that is a customer of the Company for whom the Company provides, directly or indirectly, processing or program management services pursuant to a Customer Agreement.

“Customer Agreement” shall mean, for any Customer, a written agreement between such Customer, on the one hand, and the Company, on the other, for the provision of processing or program management services.

“Customer Data” shall mean Data and content uploaded, provided or otherwise made available by or for any customer to the Company or any of its Subsidiaries.

“D&O Indemnified Party” shall have the meaning set forth in Section 5.08(a).

“D&O Indemnifying Parties” shall have the meaning set forth in Section 5.08(b).

“D&O Tail Policy” shall have the meaning set forth in Section 5.08(b).

“Data” shall mean data, data structures, technical data and performance data, including any Personal Data.

“Databases” shall mean databases and other compilations and collections of Data or information.

“DGCL” shall mean the General Corporation Law of the State of Delaware.

“Deductible” shall have the meaning set forth in Section 7.05(b).

“Deferred Transaction Fee” shall mean the portion of the transaction fee payable to Qatalyst Partners LLC by the Company upon any payment of the Seller Note in accordance with the terms of the engagement letter dated March 24, 2020 between Qatalyst Partners LLC and the Company.

“Delaware Conversion” shall have the meaning set forth in Section 3.03(c).

“Disqualification Events” shall have the meaning set forth in Section 4.06.

“Dissenting Shares” shall have the meaning set forth in Section 2.16(a).

“Dissenting Stockholders” shall have the meaning set forth in Section 2.16(a).

“DOJ” shall mean the U.S. Department of Justice.

“Domain Names” shall mean Internet domain names and numerical addresses.

“Effective Time” shall have the meaning set forth in Section 2.03.

“Effective Time Cash Merger Consideration” shall have the meaning set forth in Section 6.02(q).

“Employment Agreements” shall mean the respective agreements between the Surviving Entity and each of the Key Employees, entered into between Parent and such Key Employees as of the date hereof.

“Environmental Law” shall mean any Law relating to pollution or protection of the environment, natural resources, or human health and safety, including such Laws pertaining to the Release of or exposure to any Hazardous Materials.

“Equity Agreements” shall mean the Amended and Restated Investor Rights Agreement among the Company and certain of its Stockholders, dated as of October 16, 2019, the Amended and Restated Right of First Refusal and Co-Sale Agreement among the Company and certain of its Stockholders, dated as of October 16, 2019, and the Amended and Restated Voting Agreement among the Company and certain of its Stockholders, dated October 16, 2019.

“Equity Interests” shall mean any and all shares, interests, participations, other equity interests of any kind or other equivalents (however designated) and any and all ownership or equity interests of any kind in a Person, including capital stock, membership interests, partnership interests, joint venture interests, phantom stock, stock appreciation rights and beneficial interests, and any and all warrants, options, rights to vote or purchase or any other rights or securities convertible into, exercisable for or related to any of the foregoing.

“Equityholder” shall mean each Stockholder and each Optionholder as of immediately prior to the Effective Time.

“Equityholder Loans” shall have the meaning set forth in Section 5.10.

“ERISA” shall mean the U.S. Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder.

“ERISA Affiliate” shall mean each trade or business (whether or not incorporated) that together with the Company would be deemed to be a “single employer” within the meaning of Section 4001(b) of ERISA or Section 414 of the Code.

“Escrow Account” shall have the meaning set forth in Section 2.14(a)(iii).

“Escrow Agent” shall mean U.S. Bank, or its successor under the Escrow Agreement.

“Escrow Agreement” shall mean the Escrow Agreement to be entered into by Parent, the Company, the Stockholders’ Representative and the Escrow Agent, substantially in the form of Exhibit F.

“Escrow Amount” shall have the meaning set forth in Section 2.14(a)(iv).

“Escrow Termination Date” shall have the meaning set forth in Section 7.04(b).

“Excess Amount” shall have the meaning set forth in Section 2.10(b).

“Expiration Date” shall have the meaning set forth in Section 7.01.

“Financial Statements” shall have the meaning set forth in Section 3.05.

“First Merger” shall have the meaning set forth in Section 2.01.

“Fractional Cash Amount” shall have the meaning set forth in Section 2.07(a).

“Fraud” shall mean, as to any Person, fraud under Delaware common law in the making of a representation or warranty contained in Article III or Article IV, any Support Agreement, Letter of Transmittal or Option Cancellation Agreement made by such Person.

“FTC” shall mean the U.S. Federal Trade Commission.

“Fully Diluted Company Shares” shall mean the total number of Company Shares issued and outstanding plus the total number of Company Shares subject to outstanding Options, in each case, immediately prior to the Effective Time.

“GAAP” shall mean U.S. generally accepted accounting principles.

“Government Official” shall have the meaning set forth in Section 3.21(a).

“Governmental Authority” shall mean any federal, state, county, local or foreign governmental or quasi-governmental entity or any legislature, arbitrator, executive or regulatory authority, agency, court, department, commission, or other governmental entity, authority or instrumentality, whether domestic or foreign.

“Governmental Authorizations” shall have the meaning set forth in Section 4.20.

“Hazardous Materials” shall mean any pollutant, contaminant, waste, petroleum or any fraction thereof, asbestos or asbestos-containing material, polychlorinated biphenyls, and toxic or hazardous wastes, substances, materials or agents, including all substances that are defined or regulated as “Hazardous Substances,” “Pollutants,” or “Contaminants” pursuant to, or that could result in Liability under, any Environmental Law.

“HSR Act” shall mean the U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“Indebtedness” at any date shall mean, without duplication, the aggregate amount of (a) all Obligations of the Company or any of its Subsidiaries for borrowed money, (b) all Obligations of the Company or any of its Subsidiaries for the deferred purchase price of property or services, (c) all other Obligations of the Company or any of its Subsidiaries that are evidenced by a note, bond, debenture or similar instrument, (d) all Obligations of the Company or any of its Subsidiaries in respect of letters of credit or acceptances issued or created for the account of such Person (other than letters of credit issued

for the benefit of suppliers or vendors to support accounts payable to such suppliers or vendors incurred in the ordinary course of business that are undrawn), (e) all Obligations of the Company or any of its Subsidiaries as a lessee that are capitalized in accordance with GAAP, (f) all Obligations of the Company or any of its Subsidiaries under any interest rate, currency swap or other hedging agreement or arrangement, (g) all guarantees by the Company or any of its Subsidiaries of any of the foregoing for the benefit of another Person; and (h) all Obligations in respect of incurred or accrued (prior to Closing) but unpaid (as of the Closing) amounts for employee related expenses, including costs for salaries, payroll taxes, benefits, bonuses with respect to the portion of the year preceding the Closing, and vacation.

“Indemnified Party” shall have the meaning set forth in Section 7.03(a).

“Indemnifying Party” shall have the meaning set forth in Section 7.03(a).

“Independent Accounting Firm” shall have the meaning set forth in Section 2.10(a).

“Intellectual Property” shall mean any and all intellectual property rights (anywhere in the world, whether statutory, common law or otherwise) whether registered or unregistered, including (a) Patents, (b) Copyrights, (c) rights with respect to Software, including registrations thereof and applications therefor, (d) industrial design rights and registrations thereof and applications therefor, (e) rights with respect to Trademarks, (f) rights with respect to Domain Names, including registrations thereof and applications therefor, (g) rights with respect to Trade Secrets and other confidential information, including rights to limit the use or disclosure thereof by any Person, (h) rights with respect to Data or Databases, including registrations thereof and applications therefor, and (i) any rights equivalent or similar to any of the foregoing. Without limiting the foregoing, “Intellectual Property” includes rights to derivatives, improvements, modifications, enhancements, revisions and releases relating to any of the foregoing, claims and causes of action arising out of or related to infringement, misappropriation or violation of any of the foregoing.

“Intentional Breach” shall mean, with respect to any representation, warranty, agreement or covenant of a party in this Agreement, an action or omission taken or omitted to be taken by such party that the breaching party intentionally takes (or fails to take) with the knowledge that such action or omission would cause a breach of any such representation, warranty, agreement or covenant.

“Invention Assignment Agreements” shall have the meaning set forth in Section 3.10(f).

“Investments” shall have the meaning set forth in Section 3.02(e).

“IRS” shall mean the U.S. Internal Revenue Service.

“Key Employee” shall mean Clay Wilkes, Bryan Brooks, Brad Brooks, Brett Coates, Aaron Dillon, Michael Douglas, Karl Ford, Shane Head, Jordan Hensley, Michael Johnson, Scott Johnson, Todd Sudweeks and Chris Trujillo.

“Key Stockholders” shall have the meaning set forth in Section 6.02(j).

“Laws” shall mean any federal, national, state, local or foreign law (including common law), statute, ordinance, writ, treaty, rule, regulation, Order, code, judgment or decree, administrative

order or decree or administrative or judicial decision, policies, guidelines, enforcement policy or other binding action or requirement of a Governmental Authority.

“Leased Real Property” shall have the meaning set forth in Section 3.13(b).

“Legal Proceeding” shall mean any suit, claim, counterclaim, action, litigation, arbitration, proceeding (including any civil, criminal, administrative, investigative, judicial, administrative or appellate proceeding), inquiry, hearing, audit, subpoena, complaint, grievance, demand, examination or investigation, whether formal or informal, whether public or private, commenced, brought, conducted or heard by or before, or otherwise involving, any court, arbitrator or other Governmental Authority.

“Letter of Transmittal” shall have the meaning set forth in Section 2.14(b).

“Liability” shall mean any debt, liability or obligation, whether known or unknown, direct or indirect, matured or unmatured, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due.

“Liens” shall mean any lien, security interest, mortgage, pledge, charge or similar encumbrance.

“Liquidation Preference” shall mean the aggregate amount of the Liquidation Preference (as defined in the Company Charter) payable to the holders of Preferred Stock pursuant to the Company Charter in connection with any of the transactions contemplated by this Agreement.

“Losses” shall mean any and all losses, monetary damages, debts, obligations and other Liabilities, fines, fees, penalties, interest obligations, deficiencies and expenses (including amounts paid in settlement, interest, court costs, costs of investigators, fees and expenses of attorneys, accountants, financial advisors and other experts, and other expenses of litigation, arbitration or other dispute resolution procedures).

“Material Adverse Effect” shall mean any fact, condition circumstance, development, event, effect or change that has had, or would reasonably be expected to have, a material adverse effect on (a) the business, operations, assets, liabilities, condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole, or (b) the ability of the Company to consummate the transactions contemplated hereby or to perform its obligations hereunder, but in the case of (a) above, excluding any such fact, circumstance, development, event or change to the extent resulting from, relating to or arising from (i) the execution of this Agreement or the announcement or existence thereof, the identity of Parent and its Affiliates or the compliance by the Company or any of its Subsidiaries with any of the terms of this Agreement (other than compliance with Section 5.01), (ii) Parent’s announcement or other disclosure of its plans or intentions with respect to the conduct of the business (or any portion thereof) of the Company or any of its Subsidiaries after the Closing, (iii) changes following the date hereof in global or United States or foreign, national or regional economic, financial, regulatory or geopolitical conditions or events, (iv) changes following the date hereof in the credit, debt, financial or capital markets or changes in interest or exchange rates, in each case, in the United States or elsewhere in the world, (v) changes or proposed changes following the date hereof in Laws affecting the Company, (vi) changes or proposed changes following the date hereof in GAAP or any other relevant generally accepted accounting principles or the interpretation of any of the foregoing, (vii) any military conflict,

outbreak or escalation of hostilities or declared or undeclared war or act of foreign or domestic terrorism, (viii) any acts of God, natural disasters, terrorism, armed hostilities, sabotage, war or any escalation or worsening of acts of war, epidemic, pandemic or disease outbreak (including the COVID-19 virus), (ix) any action taken or omitted to be taken by, or at the request of, Parent, Merger Sub, Merger Sub II, or any of their respective Affiliates, in each case, after the date hereof and on or prior to the Closing Date, (x) any failure by the Company or any of its Subsidiaries to meet internal or published projections, forecasts or estimates of the Company or any such Subsidiary (provided, however, that any effect that caused or contributed to such failure to meet projections, forecasts or estimates shall not be excluded under this clause (x)); provided, however, in each case under clauses (iii)-(viii), such matter shall be disregarded solely to the extent that such change does not disproportionately affect the Company and its Subsidiaries, taken as a whole, in a disproportionate manner relative to other Persons operating in any of the industries in which the Company and its Subsidiaries conduct their business.

“Material Contract” shall have the meaning set forth in Section 3.11.

“Mergers” shall have the meaning set forth in Section 2.01.

“Merger Consideration” shall mean the sum of (a) the Cash Merger Consideration, (b) the Stock Consideration, (c) the aggregate principal amount of the Seller Note, and (d) the Representative Expense Amount.

“Merger Sub” shall have the meaning set forth in the preamble hereto.

“Merger Sub Common Stock” shall mean the common stock, $0.0001 par value per share, of Merger Sub.

“Merger Sub II” shall have the meaning set forth in the preamble hereto.

“Money Laundering Laws” shall have the meaning set forth in Section 3.25.

“Most Recent Balance Sheet Date” shall have the meaning set forth in Section 3.05(a).

“Most Recent Parent Balance Sheet Date” shall have the meaning set forth in Section 4.14.

“NACHA Rules” shall mean the Operating Rules and Operating Guidelines of NACHA for the ACH Network, as amended from time to time.

“Non-Accredited Stockholder” shall mean a Stockholder that is not an Accredited Stockholder.

“Non-Stock Per Share Cash Consideration” shall mean the product of (a) the Cash to Note Ratio multiplied by (b) the Per Share Merger Consideration.

“Non-Stock Per Share Note Amount” shall mean the Per Share Merger Consideration less the Non-Stock Per Share Cash Consideration.

“Note Pro Rata Share” shall mean, with respect to each Equityholder, the original principal amount of the Seller Note payable to such Equityholder pursuant to Section 2.07(a) and Section 2.08, divided by the aggregate original principal amount of the Seller Note.

“Obligations” shall mean, with respect to any Indebtedness, any principal, accrued but unpaid interest, penalties, fees and reimbursements payable under the documentation governing such Indebtedness.

“OFAC” shall have the meaning set forth in Section 4.23(b).

“Omnibus Amendment” shall have the meaning set forth in Section 6.03(g).

“Open Source License” shall mean any license meeting the Open Source Definition (as promulgated by the Open Source Initiative) or the Free Software Definition (as promulgated by the Free Software Foundation), or any substantially similar license, including any license approved by the Open Source Initiative or any Creative Commons License. For the avoidance of doubt, “Open Source Licenses” include Copyleft Licenses.

“Open Source Materials” shall mean any Software or other Technology subject to an Open Source License.

“Option” shall mean any option to purchase any Company Shares or any other Equity Interest of the Company granted to certain employees or other Persons under any Plans, including the 2011 Option Plan and the 2019 Option Plan.

“Option Cancellation Agreement” shall have the meaning set forth in Section 6.02(m).

“Option Participation Ratio” shall mean 27.00%.

“Optionholder” shall mean each holder of a Participating Option as of immediately prior to the Effective Time.

“Optionholder Pro Rata Share” shall mean, with respect to any Optionholder, solely with respect to Company Shares underlying Participating Options (and not any outstanding Company Shares or underlying any Assumed Options) held by such Optionholder, the quotient obtained by dividing (a) the number of Company Shares subject to any Participating Option held by such Optionholder by (b) the total number of Company Shares issued and outstanding plus the total number of Company Shares subject to Participating Options, in each case, immediately prior to the Effective Time.

“Order” shall mean any decision, ruling, charge, order, writ, judgment, injunction, decree, stipulation, determination, award or binding agreement issued, promulgated or entered by or with any Governmental Authority.

“Ordinary Course Licenses Out” shall mean licenses out of Intellectual Property owned by the Company or its Subsidiaries that are (a) non-exclusive licenses granted to any Person in the ordinary course of business where the license is granted for the purpose of the Person’s provision of services to the Company or any of its Subsidiaries, including such Contracts with individual employees or independent contractors; (b) stand-alone confidentiality agreements entered into in the ordinary

course of business; or (c) non-exclusive licenses relating to Company Products with customers and potential customers of the Company or any of its Subsidiaries entered into in the ordinary course of business.

“Organizational Documents” shall mean the articles of incorporation, certificate of incorporation, certificate of formation, bylaws, memorandum or articles of incorporation, operating agreement, certificate of limited partnership, partnership agreement and all other similar documents, instruments or certificates executed, adopted or filed in connection with the creation, formation or organization of a Person, including any amendments thereto including for avoidance of doubt, in the case of the Company, the Certificate of Conversion and the Plan of Conversion.

“Parent” shall have the meaning set forth in the preamble hereto.

“Parent 2011 Stock Plan” shall have the meaning set forth in Section 4.02(c).

“Parent 2011 Stock Plan Options” shall have the meaning set forth in Section 4.02(c).

“Parent 2012 Zenbanx Plan” shall have the meaning set forth in Section 4.02(c).

“Parent 2012 Zenbanx Plan Options” shall have the meaning set forth in Section 4.02(c).

“Parent Audited Financial Statements” shall have the meaning set forth in Section 4.14.

“Parent Common Stock” shall mean the Common Stock, par value $0.0000025 per share, of Parent.

“Parent Common Stock Price” shall mean $15.4362 per share, which the Parties agree shall be the fair market value of one share of Parent Common Stock as of the Closing Date.

“Parent Credit Facility” shall mean the Revolving Credit Agreement, dated as of September 27, 2018, among the Company, the Lenders and Issuing Banks party thereto and Goldman Sachs Bank USA, as the Administrative Agent (as amended, amended and restated, supplemented or otherwise modified from time to time).

“Parent Data” shall mean all Data collected, generated, received or otherwise processed in the operation of Parent’s or any of its Subsidiaries’ business.

“Parent Disclosure Schedule” shall mean the schedules delivered by Parent to the Company, dated the date hereof, which schedules relate to this Agreement and are designated herein as the Parent Disclosure Schedule.

“Parent Equity Agreements” shall mean (i) the Parent Investors’ Rights Agreement, (ii) the Sixth Amended and Restated Right of First Refusal and Co-Sale Agreement among Parent and certain holders of Parent’s capital stock, dated as of May 29, 2019 and (iii) the Parent Voting Agreement.

“Parent Existing Charter” shall mean the Eleventh Amended and Restated Certificate of Incorporation of Parent dated May 28, 2019.

“Parent Investors’ Rights Agreement” shall mean the Sixth Amended and Restated Investors’ Rights Agreement among Parent and certain holders of Parent’s capital stock, dated as of May 29, 2019.

“Parent Financial Statements” shall have the meaning set forth in Section 4.14.

“Parent IP” shall mean any Intellectual Property that is owned or purported to be owned, used, held for use or practiced by Parent or any of its Subsidiaries.

“Parent Material Adverse Effect” shall mean any fact, condition circumstance, development, event, effect or change that has had, or would reasonably be expected to have, a material adverse effect on (a) the business, operations, assets, liabilities, condition (financial or otherwise) of Parent and its Subsidiaries, taken as a whole, or (b) the ability of Parent, Merger Sub or Merger Sub II to consummate the transactions contemplated hereby or to perform its obligations hereunder, but in the case of (a) above, excluding any such fact, circumstance, development, event or change to the extent resulting from, relating to or arising from (i) the execution of this Agreement or the announcement or existence thereof, the identity of the Company and its Affiliates or the compliance by Parent or any of its Subsidiaries with any of the terms of this Agreement, (ii) Parent’s announcement or other disclosure of its plans or intentions with respect to the conduct of the business (or any portion thereof) of the Parent or any of its Subsidiaries (including the Surviving Entity) after the Closing, (iii) changes following the date hereof in global or United States or foreign, national or regional economic, financial, regulatory or geopolitical conditions or events, (iv) changes following the date hereof in the credit, debt, financial or capital markets or changes in interest or exchange rates, in each case, in the United States or elsewhere in the world, (v) changes or proposed changes following the date hereof in Laws affecting Parent, (vi) changes or proposed changes following the date hereof in GAAP or any other relevant generally accepted accounting principles or the interpretation of any of the foregoing, (vii) any military conflict, outbreak or escalation of hostilities or declared or undeclared war or act of foreign or domestic terrorism, (viii) any acts of God, natural disasters, terrorism, armed hostilities, sabotage, war or any escalation or worsening of acts of war, epidemic, pandemic or disease outbreak (including the COVID-19 virus), (ix) any action taken or omitted to be taken by, or at the request of the Company, or any of its Affiliates, in each case, after the date hereof and on or prior to the Closing Date, (x) any failure by Parent or any of its Subsidiaries to meet internal or published projections, forecasts or estimates of Parent or any such Subsidiary (provided, however, that any effect that caused or contributed to such failure to meet projections, forecasts or estimates shall not be excluded under this clause (x)); provided, however, in each case under clauses (iii)-(viii), such matter shall be disregarded solely to the extent that such change does not disproportionately affect Parent and its Subsidiaries, taken as a whole, in a disproportionate manner relative to other Persons operating in any of the industries in which Parent and its Subsidiaries conduct their business.

“Parent New Charter” shall mean the Twelfth Amended and Restated Certificate of Incorporation of Parent, in the form attached hereto as Exhibit I.

“Parent Non-Voting Common Stock” shall mean the Non-Voting Common Stock, par value $0.0000025 per share, of Parent.

“Parent Plans” shall have the meaning set forth in Section 5.09(d).

“Parent Preferred Stock” shall mean the Preferred Stock, par value $0.0000025 per share, of Parent.

“Parent Redeemable Preferred Stock” shall mean the Redeemable Preferred Stock, par value $0.0000025 per share, of Parent.

“Parent Schedule Supplement” shall have the meaning set forth in Section 5.16(b).

“Parent Securitization Document” shall mean any agreement for the sale of Underlying Loans in connection with any direct or indirect offering of certificates or other securities backed in whole or in part by Underlying Loans and any guarantee, indemnity agreement, repurchase agreement, trust agreement or similar agreement related thereto.

“Parent Series 1 Preferred Stock” shall mean the Parent Redeemable Preferred Stock designated as Series 1 Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock.

“Parent Series A Preferred Stock” shall mean the Parent Preferred Stock designated as Series A Preferred Stock.

“Parent Series B Preferred Stock” shall mean the Parent Preferred Stock designated as Series B Preferred Stock.

“Parent Series C Preferred Stock” shall mean the Parent Preferred Stock designated as Series C Preferred Stock.

“Parent Series D Preferred Stock” shall mean the Parent Preferred Stock designated as Series D Preferred Stock.

“Parent Series E Preferred Stock” shall mean the Parent Preferred Stock designated as Series E Preferred Stock.

“Parent Series F Preferred Stock” shall mean the Parent Preferred Stock designated as Series F Preferred Stock.

“Parent Series G Preferred Stock” shall mean the Parent Preferred Stock designated as Series G Preferred Stock.

“Parent Series H Preferred Stock” shall mean the Parent Preferred Stock designated as Series H Preferred Stock.

“Parent Series H-1 Preferred Stock” shall mean the Parent Preferred Stock designated as Series H-1 Preferred Stock.

“Parent Stock Options” shall have the meaning set forth in Section 4.02(c).

“Parent Stock Price” shall mean $15.4362 per share, which the Parties agree is the fair market value of one share of Parent Series H-1 Preferred Stock as of the day prior to the date of this Agreement.

“Parent Systems” shall have the meaning set forth in Section 4.08(c).

“Parent Unaudited Financial Statements” shall have the meaning set forth in Section 4.14.

“Parent Voting Agreement” shall mean the Eighth Amended and Restated Voting Agreement among Parent and certain holders of Parent’s capital stock, dated as of May 29, 2019.

“Parent Warehouse Facility” shall mean the agreements set forth on Schedule 4.25 of the Parent Disclosure Schedule.

“Parent Warrant” shall have the meaning set forth in Section 4.02(d).

“Participating Option” shall mean the portion of each Option equal to (i) the total number of Company Shares underlying such Option that are vested and exercisable as of immediately prior to the Effective time multiplied by (ii) the Option Participation Ratio, rounded up to the nearest whole share.

“Patents” shall mean (a) any domestic or foreign patents, utility models or inventor’s certificates and applications, drafts and disclosures relating to any of the foregoing (and any patents, utility models or inventor’s certificates that issue as a result of such applications, drafts and disclosures), and (b) any reissues, divisions, divisionals, continuations, continuations-in-part, provisionals, renewals, extensions, substitutions, reexaminations or invention registrations related to any of the foregoing.

“Paying Agent” shall mean Acquiom Financial LLC, a Colorado limited liability company, in its capacity as the payments administrator.

“Payments Administration Agreement” shall mean the Payments Administration Agreement to be entered into by Parent, the Stockholders’ Representative, the Paying Agent and Parent, substantially in the form of Exhibit K.

“Per Share Merger Consideration” shall mean the quotient obtained by dividing (a) the Closing Merger Consideration plus the Aggregate Participating Option Exercise Price by (b) the aggregate number of Company Shares issued and outstanding as of immediately prior to the Effective Time plus the aggregate number of Company Shares subject to Participating Options outstanding as of immediately prior to the Effective Time.

“Per Share Parent Stock Consideration” shall mean the quotient obtained by dividing (a) the Closing Stock Consideration by (b) the aggregate number of Company Shares held by Accredited Stockholders as of immediately prior to the Effective Time.

“Permits” shall have the meaning set forth in Section 3.12(b).

“Permitted Liens” shall mean (a) mechanics’, carriers’, workmen’s, materialmen’s repairmen’s or other similar Liens arising in the ordinary course of business by operation of law for amounts not yet past due, (b) Liens for Taxes, assessments or other governmental charges which are not due and payable or which are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP, (c) imperfections in title, charges, easements, rights of way, restrictions, defects, exceptions, encumbrances and other similar matters

which affect title to the property or assets but do not materially detract from the value or marketability of the property or asset to which it relates or materially impair the ability to use or operate the property or asset to which it relates, (d) any right, interest, Lien for amounts not yet due and payable or title of a licensor, sublicensor, licensee, sublicensee, lessor or sublessor under any non-exclusive license or lease agreement or in the property being licensed or leased, (e) purchase money Liens and Liens securing rental payments under capital lease arrangements, (f) zoning, building codes and other land use Laws regulating the use or occupancy of real property or the activities conducted thereon which are imposed by any Governmental Authority having jurisdiction over such real property which are not violated in any material respect by the current use or occupancy of the real property subject thereto, (g) matters that would be disclosed by an accurate survey or inspection of the real property which do not materially detract from the value or marketability of the property or asset to which it relates or materially impair the ability to use or operate the property or asset to which it relates, (h) Liens arising under workmen’s compensation, unemployment insurance, social security, retirement and similar Laws, (i) pledges and deposits to secure the performance of bids, trade contracts, leases, surety and appeal bonds, performance bonds and other obligations of a similar nature, in each case in the ordinary course of business and (j) licenses of or other grants of rights to use Intellectual Property.

“Person” shall mean an individual, a corporation, a limited liability company, a partnership, a joint venture, a syndicate, an association, a trust or other entity or organization, including any Governmental Authority, and including any successor, by merger or otherwise, of any of the foregoing.

“Personal Data” shall mean information held, stored, collected, transmitted, transferred (including cross-border transfers), disclosed or used by the Company or Parent, as applicable, or their Subsidiaries that can reasonably be used to identify an individual natural person, including name, street address, telephone number, email address, photograph, social security number or tax identification number, driver’s license number, passport number, credit card number, bank information, or biometric identifiers, or any other information defined as “personal data,” “personally identifiable information,” “individually identifiable health information,” “protected health information” or “personal information” under any applicable Law and that is regulated by such Law.

“Plan of Conversion” shall mean the Plan of Conversion dated March 10, 2020, a copy of which has been made available to Parent.

“Plans” shall mean, collectively, each employment, consulting, executive compensation, bonus, deferred compensation, incentive compensation, stock purchase, stock option or other equity-based, retention, change in control, severance or termination pay, hospitalization or other medical, life or other insurance, supplemental unemployment benefits, profit-sharing, pension or retirement plan, program, agreement or arrangement, and each other fringe or other employee benefit plan, program, agreement or arrangement (including any “employee benefit plan”, within the meaning of Section 3(3) of ERISA, whether or not subject to ERISA), (a) sponsored, maintained or contributed to or required to be contributed to by the Company or any of its Subsidiaries for the benefit of any current or former employee, director or independent contractor of the Company or any of its Subsidiaries or (b) pursuant to which the Company or its Subsidiaries has any Liability.

“Pre-Closing Tax Period” shall mean any taxable period ending on or before the Closing Date, and, with respect to any taxable period beginning before and ending after the Closing Date, the portion of such taxable period ending on and including the Closing Date.

“Privacy Laws” shall mean all applicable Laws, rules and industry standards relating to data privacy, data protection and data security (including, as applicable, the General Data Protection Regulation of the European Union).

“Processing” shall mean, with respect to Personal Data, the use, collection, capture, scraping, processing, storage, recording, organization, arrangement, selection, aggregation, adaption, alteration, transfer (including cross-border transfers), retrieval, consultation, disclosure, dissemination, visualization, destruction, instruction, training or other learning of such information or combination of such information.

“Pro Rata Share” shall mean, with respect to any Equityholder, such Equityholder’s ownership interest in the Company as of immediately prior to the Effective Time, determined by dividing (a) the number of issued and outstanding Company Shares held by such Equityholder plus the number of Company Shares subject to any Participating Option held by such Equityholder divided by (b) the total number of Company Shares issued and outstanding plus the total number of Company Shares subject to Participating Options, in each case, immediately prior to the Effective Time.

“R&W Policy” shall mean a representation and warranty insurance policy contemplated to be issued pursuant to the Binder Agreement in favor of Parent and the other named insureds named therein in connection with the transactions contemplated by this Agreement, which policy shall have a coverage amount of no less than $60 million.

“R&W Policy Premium” shall mean the premium, underwriting fees, brokerage fees, legal fees for counsel engaged by the insurer of the R&W Policy, surplus lines tax and any other costs and expenses associated with obtaining the R&W Policy and binding coverage thereunder and set forth in invoice(s) from the insurer or other appropriate documentation in respect thereof.

“Real Property Lease” shall have the meaning set forth in Section 3.13(b).

“Related Party” shall mean, with respect to a particular Person, each past, present and future Affiliate, beneficiary and assign of such Person, any Representative of such Person or Affiliate, any family member of any of the foregoing, and any Affiliate of any of the foregoing.

“Related Party Contract” shall mean any contract between any the Company of any of its Subsidiaries, on the one hand, and any Equityholder or officer or director of the Company or any of its Subsidiaries or any Related Party of such Person, on the other hand.

“Release” shall mean any release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal or leaching of any Hazardous Materials into the indoor or outdoor environment.

“Relevant Group” shall mean any affiliated, combined, consolidated, unitary, or similar group.

“Representative Expense Amount” shall mean $250,000.

“Representative’s Expenses” shall have the meaning set forth in Section 2.15(b).

“Representatives” shall mean officers, directors, managers, principals, employees, agents, trustees and other representatives of a particular Person, or who are otherwise acting at the direction of such a Person.

“Required Consents” shall have the meaning set forth in Section 5.05(a).

“Residual Shares” shall have the meaning set forth in Section 7.04(b).

“Restraints” shall have the meaning set forth in Section 6.01(a).

“Rules” shall mean (a) the NACHA Rules and (b) the applicable bylaws, rules, regulations, documentation and manuals promulgated or adopted by a Card Network, in each case, as may be amended or supplemented from time to time.

“SEC” shall have the meaning set forth in Section 4.06.

“Second Certificate of Merger” shall have the meaning set forth in Section 2.03.

“Second Effective Time” shall have the meaning set forth in Section 2.03.

“Second Merger” shall have the meaning set forth in Section 2.01.

“Securities Act” shall mean the Securities Act of 1933, as amended.

“Seller Note” shall mean a subordinated promissory note with an aggregate principal amount of $250,000,000 in the form attached as Exhibit D hereto.

“Seller Note Payment Amount” means the amount of all payments (whether in cash, securities or other property) actually made on the Seller Note, including any payments of principal or interest owing thereunder.

“Seller Note Payment Remainder Amount” means the amount equal to the Seller Note Payment Amount minus the amount of the Deferred Transaction Fee.

“Sellers” shall have the meaning set forth in Section 9.16(b).

“Sherman Act” shall mean the Sherman Antitrust Act of 1890, as amended.

“Software” shall mean all (a) computer programs and other software, including firmware and microcode, and including software implementations of algorithms, heuristics, models and methodologies, whether in source code, object code or other form, including libraries, frameworks, software development kits and tools, application programming interfaces, subroutines and other components thereof, (b) computerized Databases and other computerized compilations and collections of Data or information, (c) screens, user interfaces, command structures, report formats, templates, menus, buttons and icons related to any of the foregoing, (d) descriptions, flow-charts, architectures,

development tools and other materials used to design, plan, organize and develop any of the foregoing, and (e) all documentation, including development, diagnostic, support, user and training documentation related to any of the foregoing.

“Solicitor” shall have the meaning set forth in Section 4.06.

“Specified Contracts” shall have the meaning set forth in Section 5.01(q).

“Spreadsheet” shall have the meaning set forth in Section 6.02(q).

“SRS” shall have the meaning set forth in the preamble hereto.

“Stock Consideration” shall mean the aggregate dollar amount of Parent Series H-1 Preferred Stock payable in connection with the First Merger, which shall equal the Adjusted Purchase Price, less the Assumed Option Value, less Cash Merger Consideration, less the aggregate principal amount of the Seller Note, less the Representative Expense Amount.

“Stockholder Consent” shall mean an irrevocable written consent evidencing the adoption of this Agreement and the transactions contemplated hereby by Stockholders holding Company Shares representing at least ninety percent (90%) of the outstanding Company Shares and all of the Company Preferred Stock, in substantially the form set forth in Exhibit H attached hereto.

“Stockholder Escrow Pro Rata Share” shall mean, with respect to any Stockholder, solely with respect to outstanding Company Shares (and not Company Shares underlying Participating Options or Assumed Options) held by such Stockholder, the quotient obtained by dividing (a) the number of outstanding Company Shares (and not Company Shares underlying Participating Options or Assumed Options) held by such Stockholder by (b) the total number of Company Shares (and not Company Shares underlying Participating Options or Assumed Options) issued and outstanding and held by all Stockholders.

“Stockholder Excluded Claims” shall have the meaning set forth in Section 7.04(a).

“Stockholder Notice” shall have the meaning set forth in Section 5.13(b).

“Stockholder Pro Rata Share” shall mean, with respect to any Stockholder, solely with respect to outstanding Company Shares (and not Company Shares underlying Participating Options or Assumed Options) held by such Stockholder, the quotient obtained by dividing (a) the number of outstanding Company Shares held by such Stockholder divided by (b) the total number of Company Shares issued and outstanding plus the total number of Company Shares subject to Participating Options, in each case, immediately prior to the Effective Time.

“Stockholders” shall mean the respective Persons holding capital stock of the Company from time to time entitled to vote on matters pursuant to the Company Charter, including the Key Stockholders.

“Stockholders’ Representative” shall have the meaning set forth in the recitals.

“Stockholders’ Representative Agreement” shall mean that certain Engagement Letter, dated April 6, 2020, by and among the Stockholders’ Representative, the Company and certain of the Stockholders.

“Subsidiary” shall mean with respect to any Person, any corporation, partnership, association, trust or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a partnership, limited liability company, association or other business entity, a majority of the partnership, membership, limited liability, or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a partnership, association or other business entity if such Person or Persons shall be allocated a majority of partnership, association or other business entity gains or losses or shall be or control the managing director, managing member, general partner or other managing Person of such partnership, association or other business entity.

“Support Agreements” shall have the meaning set forth in the recitals.

“Surviving Corporation” shall have the meaning set forth in Section 2.01.

“Surviving Corporation Charter” shall mean the Amended and Restated Certificate of Incorporation of the Surviving Corporation in the form attached as Exhibit C hereto.

“Surviving Corporation Common Shares” shall mean the shares of common stock, $0.0001 par value per share, of the Surviving Corporation.

“Surviving Entity” shall have the meaning set forth in Section 2.01.

“Surviving Entity Charter” shall mean the Certificate of Formation of the Surviving Entity in the form attached as Exhibit B hereto.

“Surviving Entity Interests” shall mean the limited liability company interests of the Surviving Entity.

“Tax Contest” shall have the meaning set forth in Section 3.08(e).

“Tax Law” shall mean any Law relating to Taxes.

“Tax Return” shall mean any return, report, information return or other similar document required to be filed with any Governmental Authority with respect to Taxes, including, without limitation, any claim for refund or amended return.

“Taxes” shall mean all taxes, charges, fees, customs, duties, levies or other similar assessments imposed by any Governmental Authority, including, without limitation, income, gross receipts, premium, windfall profits, environmental, profits, excise, real property, personal property, escheat and unclaimed property, sales, gain, use, license, capital stock, stamp, transfer, franchise,

employment, payroll, severance, occupation, disability, withholding, social security, value added, registration, alternative or add-on minimum or base erosion and anti-abuse, estimated, or any other taxes whatsoever, including any interest, penalties, related liabilities or additions attributable thereto whether disputed or not an including any obligations to indemnify or otherwise assume or succeed to the Tax liability of any other Person.

“Technology” shall mean any (a) technology, formulae, algorithms, procedures, processes, methods, techniques, systems, know-how, ideas, concepts, creations, inventions and invention disclosures, discoveries, and improvements (whether patentable or unpatentable and whether or not reduced to practice), (b) technical, engineering, manufacturing, product, marketing, servicing, financial, business partner, supplier, customer, personnel, and other information, research, and materials, (c) specifications, designs, models, devices, hardware, prototypes, schematics, manuals and development tools, (d) Software, content, and other works of authorship, (e) Data, (f) Databases, (g) Trade Secrets and (h) tangible embodiments of any of the foregoing, in any form or media whether or not specifically listed in this definition.

“Termination Date” shall have the meaning set forth in Section 8.01(b).

“Third Party Claim” shall have the meaning set forth in Section 7.03(b).

“Top Customer” shall have the meaning set forth in Section 3.24(a).

“Top Vendor” shall have the meaning set forth in Section 3.24(a).

“Trademarks” shall mean unregistered and registered trademarks and service marks, common law trademarks and service marks, trade dress, symbols, logos, trade names, business names, corporate names, product names and other source or business identifiers and the goodwill associated with any of the foregoing, and all registrations thereof and applications therefor and any registrations, applications, renewals and extensions with respect to any of the foregoing.

“Trade Secrets” shall mean information and materials that (a) derive independent economic value, actual or potential, from not being generally known to the public or to other Persons who can obtain economic value from its disclosure or use and (b) are the subject of efforts that are reasonable under the circumstances to maintain their secrecy.

“Transaction Expenses” shall mean (a) any and all fees and out-of-pocket costs, expenses and other amounts (including fees and expenses of legal counsel, investment bankers, accountants or other advisors or experts retained by the Company) incurred by the Company or any of its Subsidiaries in connection with the transactions contemplated by this Agreement, including costs and expenses incurred in connection with the negotiation and execution of this Agreement and, for avoidance of doubt, any fees, costs or expenses paid or payable to the Paying Agent pursuant to the Payments Administration Agreement or otherwise in connection with its performance of its obligations or functions contemplated hereby and any fees, costs or expenses paid or payable to the Stockholders’ Representative pursuant to the Stockholders’ Representative Agreement or otherwise in connection with its performance of obligations or functions contemplated hereby as of the Closing (other than the Representative Expense Amount); (b) Change in Control Payments; (c) the cost of the D&O Tail Policy, (d) 50% of any filing fees under the Antitrust Laws; (e) 50% of the R&W Policy Premium; and (f) any Taxes for which the Equityholders are responsible under Section 5.12(b). For the avoidance of doubt,

Transaction Expenses will not include any liabilities included in the calculation of Closing Net Working Capital or any amounts that are included in Closing Indebtedness.

“Transfer Taxes” shall have the meaning set forth in Section 5.12(b).

“Treasury Regulations” shall mean regulations of the U.S. Treasury Department issued pursuant to the Code.

“Unaudited Financial Statements” shall have the meaning set forth in Section 3.05(a).

“Underlying Loan” shall have the meaning set forth in Section 4.25.

“Utah Act” shall mean the Utah Revised Business Corporation Act, Utah Code Section 16-l0A-101 et seq., as amended.

“WARN Act” shall have the meaning set forth in Section 3.15(b).

“Working Capital Escrow Amount” shall have the meaning set forth in Section 2.14(a)(iii).

“Working Capital Shares” shall have the meaning set forth in Section 2.14(a)(iii).

“Working Capital Target” shall mean $3,100,000.

SECTION 1.02 Other Terms. Other terms may be defined elsewhere in the text of this Agreement and, unless otherwise indicated, shall have such meaning throughout this Agreement.

ARTICLE II

THE MERGERS

SECTION 2.01 Mergers. At the Effective Time, upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL, Merger Sub will merge with and into the Company (the “First Merger”), with the Company being the surviving corporation of the First Merger (the Company, in its capacity as the surviving corporation of the First Merger, is sometimes referred to as the “Surviving Corporation”); and (b) immediately following the First Merger and as part of the same integrated transaction as the First Merger, the Surviving Corporation will merge with and into Merger Sub II (the “Second Merger” and, together with the First Merger, the “Mergers”), whereupon the separate existence of the Surviving Corporation shall cease and Merger Sub II shall continue as the surviving entity (Merger Sub II, in its capacity as the surviving entity of the Second Merger, is sometimes referred to as the “Surviving Entity”) and all of the assets and liabilities of the Surviving Corporation shall become the assets and liabilities of the Surviving Entity.

SECTION 2.02 Closing. The closing of the transactions contemplated hereby (the “Closing”) shall take place at the offices of Dorsey & Whitney LLP, 111 South Main Street, Suite 2100, Salt Lake City, UT 84111 at 10:00 a.m. (U.S. Pacific Time), or at such other location as may be mutually agreed upon by the parties and may instead be effected by electronic or other transmission of

signature pages, as mutually agreed upon, in any case on a date to be specified by the parties hereto, which date shall be no later than the third (3rd) Business Day following the satisfaction or, to the extent permitted, waiver of the conditions set forth in Article VI (other than those conditions that require delivery of a document or certificate or the taking of an action at the Closing, but subject to the satisfaction or, to the extent permitted, waiver of those conditions at the Closing), or on such other date or at such other time or place as Parent and the Company may mutually agree in writing (the day on which the Closing takes place being the “Closing Date”).

SECTION 2.03 Effective Time. As soon as practicable on the Closing Date, the parties hereto shall deliver to the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) in accordance with the relevant provisions of the DGCL any other applicable Law of the State of Delaware. The First Merger shall become effective at the time of filing the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL or at such later time as the parties hereto may agree in writing and as is provided in the Certificate of Merger in accordance with the DGCL. The date and time at which the First Merger shall so become effective is herein referred to as the “Effective Time”. As soon as practicable following the Effective Time and in any case on the same day as the Effective Time, the parties hereto shall deliver to the Secretary of State of the State of Delaware a certificate of merger (the “Second Certificate of Merger”) in accordance with the relevant provisions of the DGCL any other applicable Law of the State of Delaware. The Second Merger shall become effective at the time of filing the Second Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL or at such later time as the parties hereto may agree in writing and as is provided in the Second Certificate of Merger in accordance with the DGCL. The date and time at which the Second Merger shall so become effective is herein referred to as the “Second Effective Time”.

SECTION 2.04 Effects of the Mergers.

(a) The First Merger shall have the effects set forth in this Agreement and in the applicable provisions of the DGCL and, without limiting the foregoing, from and after the Effective Time, (i) the Surviving Corporation shall possess all the rights, privileges, powers and franchises of the Merger Sub and the Company and shall be subject to all liabilities, obligations and penalties of the Merger Sub and the Company except as provided herein, and (ii) the separate existence of the Merger Sub shall cease.

(b) The Second Merger shall have the effects set forth in this Agreement and in the applicable provisions of the DGCL and, without limiting the foregoing, from and after the Second Effective Time, (i) the Surviving Entity shall possess all the rights, privileges, powers and franchises of the Surviving Corporation and the Surviving Entity and shall be subject to all liabilities, obligations and penalties of the Surviving Corporation and Merger Sub II except as provided herein, and (ii) the separate existence of the Surviving Corporation shall cease.

SECTION 2.05 Certificate of Incorporation and By-laws. Effective upon the Effective Time, (a) the certificate of incorporation of the Surviving Corporation shall be amended and restated as set forth in the Surviving Corporation Charter, and the Surviving Corporation Charter shall be the certificate of incorporation of the Surviving Corporation unless and until amended in accordance with applicable Law, and (b) the by-laws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the by-laws of the Surviving Corporation, unless and until amended in accordance with

applicable Law. Effective upon the Second Effective Time, (i) the certificate of formation of the Surviving Entity shall be the Surviving Entity Charter, and the Surviving Entity Charter shall be the certificate of formation of the Surviving Entity unless and until amended in accordance with applicable Law, and (ii) the limited liability company agreement of Merger Sub II, as in effect immediately prior to the Second Effective Time, shall be the limited liability company agreement of the Surviving Entity, unless and until amended in accordance with applicable Law.

SECTION 2.06 Directors and Officers. The parties hereto (other than the Stockholders’ Representative) shall take all action necessary so that each of the directors of Merger Sub immediately prior to the Effective Time shall be a director of the Surviving Corporation and each of the officers of Merger Sub immediately prior to the Effective Time shall be an officer of the Surviving Corporation, in each case until his or her successor is duly elected or appointed and qualified, or until his or her earlier death, resignation or removal in accordance with the Surviving Entity’s certificate of incorporation and by-laws. The parties hereto (other than the Stockholders’ Representative) shall take all action necessary so that each of the directors of Merger Sub II immediately prior to the Second Effective Time shall be a director of the Surviving Entity and each of the officers of Merger Sub II immediately prior to the Second Effective Time shall be an officer of the Surviving Entity, in each case until his or her successor is duly elected or appointed and qualified, or until his or her earlier death, resignation or removal in accordance with the Surviving Entity’s certificate of incorporation and by-laws.

SECTION 2.07 Conversion of Company Shares.

(a) At the Effective Time, each Company Share (other than the Company Shares to be cancelled pursuant to Section 2.07(b) and Dissenting Shares) shall, by virtue of the First Merger and without any action on the part of the Company or Merger Sub or the holders of any securities of the Company or Merger Sub, be converted into and thereafter evidence the right to receive the applicable number or amount of shares of Parent Series H-1 Preferred Stock, payments due under the Seller Note and cash. Each Company Share that is owned by an Accredited Stockholder shall be converted into and thereafter evidence the right to receive the applicable number or amount of shares of Parent Series H-1 Preferred Stock, payments due under the Seller Note and/or cash. The number of shares of Parent Series H-1 Preferred Stock into which each Company Share owned by an Accredited Stockholder is converted shall be equal to the quotient obtained by dividing the Per Share Parent Stock Consideration by the Parent Stock Price. No fractional shares of Parent Series H-1 Preferred Stock will be issued hereunder, and each Accredited Stockholder will receive, in lieu of any fractional share of Parent Series H-1 Preferred Stock that such Accredited Stockholder would otherwise receive pursuant to this Agreement, an amount of cash equal to the product of such fractional share of Parent Series H-1 Preferred Stock and the Parent Stock Price (such amount, the “Fractional Cash Amount”). The amount of cash into which each Company Share owned by an Accredited Stockholder is converted shall be equal to the Accredited Stockholder Per Share Cash Consideration, and the original principal amount of the Seller Note into which each Company Share owned by an Accredited Stockholder is converted shall be equal to the Accredited Stockholder Per Share Note Amount. Each Company Share that is owned by a Non-Accredited Stockholder shall be converted into and thereafter evidence the right to receive payments due under the Seller Note and cash. The amount of cash into which each Company Share owned by a Non-Accredited Stockholder is converted shall equal the Non-Stock Per Share Cash Consideration, and the original principal amount of the Seller Note into which each Company Share owned by a Non-Accredited Stockholder is converted shall be equal to the Non-Stock Per Share Note Amount. At the

Effective Time, each such Company Share shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of such Company Share shall cease to have any rights with respect thereto, except the right to receive the Per Share Merger Consideration, in Parent Series H-1 Preferred Stock, the Seller Note and/or in cash as set forth in this Section 2.07(a), and such holder’s right to receive its Stockholder Escrow Pro Rata Share of the Escrow Amount and the Working Capital Escrow Amount and its Stockholder Pro Rata Share of the Representative Expense Amount, subject to the terms and conditions set forth in Section 2.14(b).

(b) At the Effective Time, each Company Share held in the treasury of the Company, or by any of its Subsidiaries, immediately prior to the Effective Time shall be cancelled and extinguished without any conversion thereof, and no payment shall be made with respect thereto.

(c) The fair market value of the Parent Series H-1 Preferred Stock provided in the Mergers (as determined using the Parent Stock Price) shall equal or exceed forty percent (40%) of the fair market value of the Merger Consideration received or deemed received by Stockholders in exchange for their Company Shares pursuant to the Mergers (including amounts that (i) may be payable to Dissenting Stockholders and (ii) Fractional Cash Amounts), treating the contingent right of each Stockholder to receive portions of the Escrow Amount, the Working Capital Escrow Amount, and the Representative Expense Amount as having a value equal to the Stockholder’s proportionate share of such amounts, as provided herein), and treating the Seller Note as having a fair market value equal to its original principal face amount. If the preceding sentence would not be true as of the Effective Time based on the Stock Consideration and Cash Merger Consideration as defined in Section 1.01 (without reference to modification under this Section 2.07(c)), the Stock Consideration shall be increased, and the Cash Merger Consideration shall be reduced, by the minimum dollar amount necessary to cause the preceding sentence to be true.

SECTION 2.08 Stock Options.

(a) Participating Options. Each Participating Option that is outstanding and unexercised as of immediately prior to the Effective Time shall terminate and be cancelled at the Effective Time and each Optionholder shall be entitled to receive from Parent or the Surviving Corporation in settlement of each such Option (i) cash in an amount equal to the product of (A) Non-Stock Per Share Cash Consideration minus the exercise price per share of such Participating Option multiplied by (B) the number of Shares subject to such Participating Option, and (ii) original principal amount of the Seller Note in an amount equal to the product of (C) the Non-Stock Per Share Note Amount multiplied by (D) the number of Shares subject to such Participating Option.

(b) At the Effective Time, each then outstanding and unexercised Assumed Option shall, by virtue of the First Merger, be assumed by Parent and shall cease to represent a right to acquire shares of Company Common Stock and shall be converted into an option to purchase a number of shares of Parent Common Stock in an amount, at an exercise price and subject to such terms and conditions as provided below. Each such Assumed Option so converted shall be subject to, and shall become exercisable and vested upon, substantially the same the terms and conditions that are currently applicable to such Option, except that (i) each Assumed Option shall be exercisable for, and represent the right to acquire, that number of shares of Parent Common Stock (rounded down to the nearest whole number of shares of Parent Common Stock) equal to (A) the number of shares of Company Common Stock subject to such Assumed Option immediately prior to the Effective Time multiplied by (B) the

Conversion Ratio, and (ii) the exercise price per share of Parent Common Stock subject to each Assumed Option shall be an amount (rounded up to the nearest whole cent) equal to (A) the exercise price per share of such Assumed Option in effect immediately prior to the Effective Time divided by (B) the Conversion Ratio. The exercise price of each Assumed Option, the number of shares of Parent Common Stock issuable pursuant to each Assumed Option and the terms and conditions of each Assumed Option shall in all events be determined in compliance with Section 409A of the Code, and in the case of any Assumed Option that qualifies as an “incentive stock option” within the meaning of Section 422 of the Code, Section 424(a) of the Code. It is the intent of the parties that each Assumed Option that, prior to the Effective Time, qualified as an incentive stock option under the Code shall, from and after the Effective Time, continue to be treated as an incentive stock option to the extent permitted under the Code.

(c) At the Effective Time, Parent shall assume each Company Option Plan solely to the extent necessary to administer the Assumed Options.

SECTION 2.09 Conversion of Common Stock of Merger Sub; Conversion of Common Stock of Surviving Corporation.

(a) At the Effective Time, all shares of Merger Sub Common Stock issued and outstanding immediately prior to the Effective Time shall, by virtue of the First Merger and without any action on the part of the holder thereof, be converted into and thereafter evidence in the aggregate one (1) Surviving Corporation Common Share. Each share of Merger Sub Common Stock issued and outstanding immediately prior to the Effective Time, when converted in accordance with this Section 2.09, shall no longer be outstanding, shall automatically be cancelled and shall cease to exist.

(b) At the Second Effective Time, each Surviving Corporation Common Share issued and outstanding immediately prior to the Second Effective Time shall, by virtue of the Second Merger and without any action on the part of the holder thereof, be converted into and thereafter evidence in the aggregate one (1) Surviving Entity Interest.

SECTION 2.10 Closing Adjustments.

(a) Within sixty (60) calendar days after the Closing, Parent will calculate the Cash Merger Consideration as of the Adjustment Time and will send its calculations (which shall include calculations of each component of Cash Merger Consideration) to the Stockholders’ Representative in writing, along with reasonable supporting details. Parent will make available to the Stockholders’ Representative and its auditors, employees and advisors all records and work papers used in calculating the Cash Merger Consideration and Parent’s employees and representatives who prepared such calculation, and will otherwise reasonably cooperate with Stockholders’ Representative in its review of the same. If the Stockholders’ Representative disagrees with Parent’s calculation of the Cash Merger Consideration, the Stockholders’ Representative may, within thirty (30) calendar days after receipt of Parent’s written statement, deliver a written notice to Parent setting forth in reasonable detail Stockholders’ Representative’s objections to Parent’s calculation of the Cash Merger Consideration. Any such notice of disagreement shall specify those items or amounts as to which Stockholders’ Representative disagrees. If the Stockholders’ Representative does not deliver any such written notice to Parent within thirty (30) calendar days after Parent delivers its calculations of Cash Merger Consideration to the Stockholders’ Representative, the Stockholders’ Representative shall be deemed to

have accepted Parent’s calculations. If written notice of disagreement shall have been delivered by the Stockholders’ Representative in accordance with this Section 2.10(a), Parent and the Stockholders’ Representative shall, during the thirty (30) calendar days following such delivery, use their commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the Cash Merger Consideration as of the Adjustment Time. If, during such period, Parent and Stockholders’ Representative are unable to reach agreement on the disputed items or amounts, then either Parent or Stockholders’ Representative may submit the disputed items or amounts to BDO USA LLP or, if BDO USA LLP is unable to serve, Parent and Stockholders’ Representative shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent certified public accountants (as applicable, the “Independent Accounting Firm”), which shall be retained jointly by Parent and the Stockholders’ Representative to resolve any disputes between Parent and the Stockholders’ Representative over such disputed items, (and only such disputed items or amounts), consistent with the definitions thereof; provided, that in no event shall the Independent Accounting Firm’s determination of any disputed amount be greater than the highest amount proposed by either Stockholders’ Representative or Parent for the disputed amount, or lower than the lowest amount proposed by either Stockholders’ Representative or Parent for the disputed amount. The determination(s) of the Independent Accounting Firm shall be final and binding on Parent and Stockholders’ Representative absent manifest error. The fees and expenses of the Independent Accounting Firm shall be borne by Stockholders’ Representative (on behalf of the Equityholders) and Parent in proportion to the relative amounts by which their respective calculations of any disputed amounts, in the aggregate, differ from the Independent Accounting Firm’s determination as contemplated by this provision. The Cash Merger Consideration as of the Adjustment Time as finally determined pursuant to this Section 2.10(a) is referred to as the “Actual Cash Merger Consideration”.

(b) If the Actual Cash Merger Consideration exceeds the Effective Time Cash Merger Consideration, then Parent will pay to the Paying Agent (for further distribution to the Equityholders) the amount by which the Actual Cash Merger Consideration exceeds the Effective Time Cash Merger Consideration in cash by wire transfer of immediately available funds (to an account specified in writing by Paying Agent) within five (5) Business Days after determination of the Actual Cash Merger Consideration; provided, however, that amounts otherwise payable to the Paying Agent pursuant to this sentence shall not be paid to the extent (and only to the extent) that the distribution of such payment to Equityholders would cause the first sentence of Section 2.07(c) to be untrue. If the Effective Time Cash Merger Consideration exceeds the Actual Cash Merger Consideration, then Parent and Stockholders’ Representative shall direct the Escrow Agent to release from the Escrow Account a number of Working Capital Shares having a value equal, assuming that the value of each such Working Capital Share is equal to the Parent Stock Price, to the amount by which the Effective Time Cash Merger Consideration exceeds the Actual Cash Merger Consideration to Parent within five (5) Business Days after determination with any remaining Working Capital Shares in the Escrow Account to be simultaneously released to the Stockholders (subject to Section 2.14(c)(i)) in accordance with their respective Stockholder Escrow Pro Rata Shares. In the event that the full amount by which the Effective Time Cash Merger Consideration exceeds the Actual Cash Merger Consideration (such amount, the “Excess Amount”) is greater than the Working Capital Escrow Amount (the difference between the Working Capital Escrow Amount and the Excess Amount, being the “Adjustment Funds Shortfall”), Parent shall be entitled to recover such Adjustment Funds Shortfall from the Escrow Amount held by the Escrow Agent.

(c) Any payment made with respect to adjustments made pursuant to this Section 2.10 shall be deemed to be, and each of the Company and Parent shall treat such payments as, an adjustment to Merger Consideration for U.S. federal, state and local income Tax purposes.

SECTION 2.11 Tax Treatment and Cooperation. It is intended by the parties hereto that the Mergers constitute a reorganization within the meaning of Section 368(a) of the Code. Each of the parties hereto adopts this Agreement as a “plan of reorganization” within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the Treasury Regulations. Both prior to and after the Closing, each party’s books and records shall be maintained, and all federal, state and local income Tax Returns and schedules thereto of the parties hereto shall be filed, in a manner consistent with the Mergers constituting a reorganization described in Section 368(a) of the Code (and comparable provisions of any applicable Laws), except to the extent the Mergers are determined in a final administrative or judicial decision not to qualify as such a reorganization. Each of the Company, Parent, Merger Sub and Merger Sub II (and the officers thereof) shall reasonably cooperate with the Company and Parent and their respective legal counsel to provide any information reasonably necessary in order for such legal counsel to provide an opinion, dated the Closing Date, to the Company and Parent, respectively, to the effect that the Mergers should be treated as a reorganization described in Section 368(a) of the Code and the Treasury Regulations promulgated thereunder. Such cooperation shall include the execution and delivery to the Company’s and Parent’s legal counsel of customary tax representation letters or certificates of such officers and at such time or times as may be reasonably requested by the applicable legal counsel, in connection with its delivery of such opinions.

SECTION 2.12 Withholding Taxes. Parent, Merger Sub, and the Surviving Corporation shall be entitled to deduct and withhold, or cause to be deducted and withheld, from the consideration otherwise payable pursuant to this Agreement to holders of Company Shares or Options such amounts as are required to be deducted and withheld under the Code or any applicable provision of Tax Law. To the extent that amounts are so deducted and withheld, such amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Company Shares or Options in respect of which such deduction and withholding was made.

SECTION 2.13 Closing of the Company’s Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Company Shares shall thereafter be made. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Surviving Entity for transfer, they shall be cancelled and exchanged as provided for in this Agreement.

SECTION 2.14 Payment of Merger Consideration and Other Payments.

(a) The aggregate consideration to be paid by Parent with respect to the Company Shares and Participating Options shall be as set forth in this Section 2.14. For the avoidance of doubt, the parties agree and acknowledge that the Merger Consideration shall be paid by Parent with a combination of Parent Series H-1 Preferred Stock, payments due under the Seller Note and cash payments made pursuant to Section 2.07(a) and Section 2.08(a). At the Closing, Parent will make (or cause to be made) the following payments:

(i) Payment of Company Shares. Subject to compliance with Section 2.14(b), to each holder of Company Shares that delivers to the Paying Agent a properly completed and

duly executed Letter of Transmittal, an amount equal to such Stockholder’s Merger Consideration in respect of each Company Share held by such Stockholder, payable in the applicable number or amount of shares of Parent Series H-1 Preferred Stock, evidence of the applicable portion of the Seller Note and/or in cash as set forth in Section 2.07(a), with the aggregate amount of cash payable to all Stockholders under this Section 2.14(a)(i) (whether or not such Stockholders have delivered a Letter of Transmittal to the Paying Agent) being deposited by Parent with the Paying Agent (for further distribution to the Stockholders in accordance with instructions provided to the Paying Agent in the Letter of Transmittal).

(ii) Participating Options. To the Company, or a payroll agent designated by the Company, for the Optionholders that have delivered to the Company a duly executed Option Cancellation Agreement, an amount equal to the aggregate cash payable to such Optionholders in respect of their Participating Options pursuant to Section 2.08(a) and to the Stockholders’ Representative evidence of the applicable portion of the Seller Note as set forth in Section 2.08(a) with respect to each Optionholder. The Surviving Corporation or the Surviving Entity shall deliver, or cause to be delivered, to each Optionholder the amount of cash to which such Optionholder is entitled as provided in Section 2.08(a) as promptly as practicable after the Effective Time.

(iii) Working Capital Escrow Amount. To the Escrow Agent, stock certificates or an electronic record representing 19,434 shares of Parent Series H-1 Preferred Stock (the “Working Capital Escrow Amount”), which shares (the “Working Capital Shares”) shall be held by the Escrow Agent in an escrow account (the “Escrow Account”) and used only to pay the payment obligations of the Equityholders pursuant to Section 2.10(b).

(iv) Escrow Amount. To the Escrow Agent, stock certificates or an electronic record representing 777,393 shares of Parent Series H-1 Preferred Stock (the “Escrow Amount”), which shares shall be held in the Escrow Account by the Escrow Agent and used only to pay any indemnification obligations of the Equityholders pursuant to Section 7.02.

(v) Representative Expense Amount. To the Stockholders’ Representative, an amount equal to the Representative Expense Amount by wire transfer of immediately available funds to a segregated account designated by the Stockholders’ Representative.

(vi) Accredited Investor Certifications. The Company shall request (with a copy for completion) and use commercially reasonable efforts to secure delivery of Accredited Investor Certifications from all Equityholders who the Company reasonably believes (or that Parent indicates that it reasonably believes) to be an Accredited Investor and shall deliver all Accredited Investor Certifications that it has obtained as a result of such efforts or otherwise to be delivered to Parent no less than five (5) Business Days prior to the Closing Date.

(vii) Spreadsheet. The Company shall prepare and deliver to Parent and the Paying Agent for their review (with a copy to the Stockholders’ Representative) no less than five (5) Business Days prior to the Closing Date the proposed Spreadsheet.

(b) Exchange Procedures. Prior to the Effective Time, the Company shall deliver or mail a letter of transmittal, substantially in the form of Exhibit E attached hereto (the “Letter of

Transmittal”) to each holder of Company Shares. Following the Effective Time, each Stockholder submitting a duly completed and validly executed Letter of Transmittal submitted to the Paying Agent (and delivery of copies thereof to Parent as provided below), provided further that Parent shall not have reasonably objected to any such materials proposed to be accepted for payment by the Paying Agent, such Stockholder shall be entitled to receive, subject to the terms and conditions hereof, the Per Share Merger Consideration, payable in Parent Series H-1 Preferred Stock, the Seller Note and/or in cash as set forth in Section 2.07(a) (after giving effect to any required Tax withholdings as provided in Section 2.12) and such Stockholder’s right to receive its Stockholder Escrow Pro Rata Share of the Escrow Amount and the Working Capital Escrow Amount and its Stockholder Pro Rata Share of the Representative Expense Amount, as provided herein and in the Escrow Agreement, as applicable, as such amount may be reduced pursuant to the terms of this Agreement and the Escrow Agreement, as applicable, for each Company Share represented by such Certificate or Certificates cancelled in connection with the submission of a duly completed and validly executed Letter of Transmittal. Company shall cause Paying Agent to deliver to Parent prior to Closing a copy of each duly completed and validly executed Letter of Transmittal, promptly upon receipt by Paying Agent or Company (whichever occurs first), and Company shall cause the Paying Agent prior to Closing to provide Parent a reasonable opportunity to review such materials prior to acceptance for payment by the Paying Agent. Until surrendered as contemplated by this Section 2.14(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Per Share Merger Consideration, payable in Parent Series H-1 Preferred Stock, the Seller Note and/or in cash as set forth in Section 2.07(a), and the right to receive the applicable Stockholder Escrow Pro Rata Share of the Escrow Amount and the Working Capital Escrow Amount and the applicable Stockholder Pro Rata Share of the Representative Expense Amount, as provided herein and in the Escrow Agreement, as applicable. No interest will be paid or will accrue on the cash payable upon surrender of any Certificate.

(c) Retention of Amounts. Notwithstanding any contrary provision set forth in this Agreement, no Equityholder shall be entitled to receive that portion of the Merger Consideration represented by such Equityholder’s applicable share of the Working Capital Escrow Amount, the Escrow Amount or the Representative Expense Amount until such time as such amount (or any portion thereof), if any, is distributed to such Equityholder pursuant to the terms and conditions of this Agreement or the Escrow Agreement, as applicable. The adoption of this Agreement and the approval of the Mergers as evidenced by the Stockholder Consent shall constitute approval by all of the holders of Company Shares of the Escrow Agreement and of all of the arrangements relating thereto, including, without limitation, the placement of the Working Capital Escrow Amount and the Escrow Amount in escrow.

(i) Following the delivery by the Escrow Agent of any applicable stock certificates or electronic records representing (A) any portion of the Residual Shares released from the Escrow Account pursuant to the Escrow Agreement and Section 7.04(b), or (B) any portion of the Working Capital Shares released from the Escrow Account pursuant to the Escrow Agreement and Section 2.10(b), to Parent for cancellation, together with instructions for distribution provided by the Stockholders’ Representative, Parent shall distribute, pay or cause to be transferred, distributed or paid to each Stockholder that has submitted a duly completed and executed Letter of Transmittal to the Paying Agent, such Stockholder’s Stockholder Escrow Pro Rata Share of the total Residual Shares or Working Capital Shares released, as applicable; provided, that notwithstanding anything to the contrary in this agreement, any Residual Shares or Working Capital Shares, as applicable, otherwise payable to any Non-

Accredited Stockholder under this Agreement shall be paid to Foundation Capital, L.L.C., and upon receipt of such Residual Shares or Working Capital Shares, as applicable, Foundation Capital, L.L.C. shall pay such Non-Accredited Stockholder the value of such Residual Shares or Working Capital Shares, as applicable, in immediately available funds, with the value of each Residual Share or Working Capital Share being equal to the Parent Stock Price. Parent and the Stockholders’ Representative shall cooperate to ensure that the Residual Shares or Working Capital Shares so released are as promptly as practicable delivered to, and/or registered in Parent’s stock records in the name of, the Stockholders in accordance with their respective Stockholder Escrow Pro Rata Shares (reduced with respect to any Stockholders by any shares previously released from the Escrow Account in connection with claims against such Stockholder). In lieu of issuing any fractional Residual Shares or Working Capital Shares, Parent shall cancel such fractional shares and pay to the Paying Agent any Fractional Cash Amounts associated with such fractional shares for further distribution to the Stockholders as applicable.

(ii) Promptly following the Paying Agent receiving any portion of the Representative Expense Amount released by the Stockholders’ Representative, in each case, for further distribution to the Stockholders, the Paying Agent shall distribute, pay or cause to be distributed or paid to each Stockholder that has submitted a duly completed and executed Letter of Transmittal to the Paying Agent, such Stockholder’s Stockholder Pro Rata Share of the total portion of the Representative Expense Amount released by the Stockholders’ Representative, as applicable.

(iii) No later than concurrently with the first ordinary course payroll of the Surviving Entity that occurs at least two (2) Business Days following the release of any portion of the Representative Expense Amount released by the Stockholders’ Representative, as applicable, Parent shall cause the Surviving Entity to deliver or cause to be delivered, through payroll agent designated by the Surviving Entity, to each Optionholder, such Optionholder’s Optionholder Pro Rata Share of the total portion of the Representative Expense Amount released by the Stockholders’ Representative.

(d) Any portion of funds held by the Paying Agent which have not been delivered to any Stockholders pursuant to Section 2.14(a)(i) within twelve (12) months after the Closing shall promptly be paid to Parent, and thereafter each Stockholder who has not theretofore complied with the exchange procedures set forth in and contemplated by Section 2.14(b) with respect to such Stockholder’s Company Shares shall look only to Parent (notwithstanding any abandoned property, escheat and similar Laws) for its claim, only as a general unsecured creditor thereof, with respect to such Stockholder’s portion of the Merger Consideration payable in respect of such Company Shares.

(e) Payments on Seller Note. The Seller Note Payment Remainder Amount shall be delivered by Parent to the Paying Agent for further payment to the Equityholders in proportion to their applicable Note Pro Rata Shares; provided that the Paying Agent may cause any such payments to be delivered to a payroll company designated by the Surviving Entity for further payment to the Optionholders as applicable. The Deferred Transaction Fee shall be delivered by Parent to the Paying Agent for further payment to Qatalyst Partners LLC. The Company and each Equityholder acknowledge that payments under the Seller Note will be reduced by the Deferred Transaction Fee.

Parent and the Stockholder Representative shall discuss with Qatalyst Partners LLC the calculation of the Deferred Transaction Fee in connection with payment thereof.

SECTION 2.15 Stockholders’ Representative.

(a) Appointment. By voting in favor of the adoption of this Agreement, the approval of this Agreement and the Mergers by the requisite vote of the Equityholders, and the consummation of the Mergers or participating in the Mergers and receiving the benefits thereof, including the right to receive the consideration payable in connection with the Mergers, the Equityholders’ Representative shall be deemed to have been irrevocably appointed, and is hereby irrevocably appointed, by each Equityholder to act as the representative, agent and attorney-in-fact for the Equityholders for all purposes in connection with this Agreement and the agreements ancillary hereto, including with respect to all post-Closing matters requiring any action or decision by the Equityholders, and the Stockholders’ Representative shall thereupon be authorized to (i) execute and deliver all documents necessary or desirable to carry out the intent of this Agreement, the Escrow Agreement and any other Additional Agreements, (ii) serve as the named party with respect to any such claims on behalf of each of the Equityholders, (iii) give and receive on behalf of the Equityholders any and all notices and documents from or to any Equityholder hereunder or under this Agreement and any Additional Agreement, (iv) grant any consent, approval or waiver on behalf of the Equityholders under this Agreement and any Additional Agreement, (v) pay amounts from the Representative Expense Amount in connection with this Agreement and enforcement of rights hereunder, and (vi) make all other elections or decisions contemplated by this Agreement and any Additional Agreement. Each Equityholder does hereby give and grant unto the Stockholders’ Representative the power and authority to do and perform each such act and thing whatsoever that the Equityholders may or are required to do pursuant to this Agreement and all Additional Agreements, and to amend, modify or supplement any of the foregoing in each such Equityholder’s name, place and stead, as if such Equityholder had personally done such act, and SRS as the Stockholders’ Representative hereby accepts such appointment. The death, incapacity, dissolution, liquidation, insolvency or bankruptcy of any Equityholder shall not terminate such appointment or the authority and agency of the Stockholders’ Representative. The power-of-attorney granted in this Section 2.15 is coupled with an interest and is irrevocable.

(b) The Stockholders’ Representative will incur no liability of any kind to the Equityholders with respect to any action or omission by the Stockholders’ Representative in connection with the Stockholders’ Representative’s services pursuant to this Agreement, the Stockholders’ Representative Agreement and any other Additional Agreements, except in the event of liability directly resulting from the Stockholders’ Representative’s gross negligence or willful misconduct. The Stockholders’ Representative shall not be liable for any action or omission pursuant to the advice of counsel. The Equityholders will indemnify, defend and hold harmless the Stockholders’ Representative from and against any and all losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively, “Representative’s Expenses”) arising out of or in connection with the Stockholders’ Representative’s execution and performance of this Agreement and any Additional Agreements, in each case as such Representative’s Expense is suffered or incurred; provided, that in the event that any such Representative’s Expense is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Stockholders’ Representative, the Stockholders’ Representative will reimburse the Equityholders the amount of such indemnified Representative’s Expense to the extent attributable to such gross negligence

or willful misconduct. If not paid directly to the Stockholders’ Representative by the Equityholders, any such Representative’s Expenses may be recovered by the Stockholders’ Representative from (i) the Representative Expense Amount, or (ii) in the event that the Representative Expense Amount has been exhausted, portions of the Escrow Amount paid to the Stockholders’ Representative that otherwise would be distributable to the Equityholders; provided, that while this section allows the Stockholders’ Representative to be paid from the aforementioned sources of funds, this does not relieve the Equityholders from their obligation to promptly pay such Representative’s Expenses as they are suffered or incurred, nor does it prevent the Stockholders’ Representative from seeking any remedies available to it at law or otherwise. In no event will the Stockholders’ Representative be required to advance its own funds on behalf of the 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 Equityholders set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Stockholders’ Representative under this section. The foregoing indemnities will survive the Closing, the resignation or removal of the Stockholders’ Representative or the termination of this Agreement.

(c) Representative Expense Amount. Upon the Closing, Parent will wire the Representative Expense Amount to the Stockholders’ Representative, which will be used for the purposes of paying directly, or reimbursing the Stockholders’ Representative for, any third party expenses pursuant to this Agreement and any Additional Agreements. The Equityholders will not receive any interest or earnings on the Representative Expense Amount and irrevocably transfer and assign to the Stockholders’ Representative any ownership right that they may otherwise have had in any such interest or earnings. The Stockholders’ Representative will not be liable for any loss of principal of the Representative Expense Amount other than as a result of its gross negligence or willful misconduct. The Stockholders’ Representative will hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the event of bankruptcy. As soon as practicable following the completion of the Stockholders’ Representative’s responsibilities, the Stockholders’ Representative will deliver any remaining balance of the Representative Expense Amount to the Paying Agent or the Surviving Entity, as applicable, for further distribution to the Equityholders. For Tax purposes, the Representative Expense Amount will be treated as having been received and voluntarily set aside by the Equityholders at the time of Closing.

(d) Reliance. Each party hereto shall be entitled to rely exclusively upon any communication given or other action taken by the Stockholders’ Representative on behalf of the Equityholders pursuant to this Agreement, and shall not be liable for any action taken or not taken in good faith reliance on a communication or other instruction from the Stockholders’ Representative on behalf of the Equityholders.

(e) Resignation and Replacement. The Stockholders’ Representative may resign at any time by giving written notice to the parties. The Stockholders’ Representative may be discharged, and replaced by another Person to act as such Stockholders’ Representative successor, by an instrument in writing signed by a majority in economic interest of the Equityholders (or their successors in interest).

(f) Additional Limitation. Notwithstanding the foregoing, the Stockholders’ Representative, each Equityholder, the Company and Parent expressly acknowledge that the Stockholders’ Representative shall have no authority or responsibility to act on behalf of any

Equityholder in connection with any claim, action or proceeding initiated against such Equityholder pursuant to a breach by such Equityholder of such Equityholder’s individual representations, warranties or covenants made in any Letter of Transmittal or otherwise in connection with the transactions contemplated by this Agreement.

SECTION 2.16 Dissenting Shares.

(a) Notwithstanding anything in this Agreement to the contrary, Company Shares that are issued and outstanding immediately prior to the Effective Time and are held by Stockholders who have not voted in favor of the Mergers, consented thereto in writing, or otherwise contractually waived their rights to appraisal and who have complied with all of the relevant provisions of the DGCL with respect to appraisal rights (the “Dissenting Shares,” and the holders thereof the “Dissenting Stockholders”) shall not be converted into or be exchangeable for the right to receive the applicable portion of Merger Consideration and such other payments, in each case, in accordance with this Agreement, unless and until such Stockholders shall have failed to perfect or establish such Dissenting Stockholder’s entitlement to appraisal rights under the DGCL, or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Prior to Closing, the Company shall give Parent (i) prompt (and, in any event, within one (1) Business Day) notice of any demands for appraisal of any Company Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to stockholders’ rights of appraisal, and (ii) upon request thereafter by Parent, the right to control and direct all negotiations and Legal Proceedings with respect to demands for appraisal under the DGCL. Neither the Company, nor the Surviving Corporation, nor the Surviving Entity shall, except with the prior written consent of Parent, negotiate or voluntarily make any payment with respect to, or settle or offer to settle, any such demand for payment. If any Dissenting Stockholder shall fail to perfect or establish such Dissenting Stockholder’s entitlement to appraisal rights under the DGCL or shall have effectively withdrawn or lost the right to dissent, then (A) as of the occurrence of such event, such holder’s Dissenting Shares shall cease to be Dissenting Shares and (if such event occurs after Closing) shall be converted into and represent the right to receive the Per Share Merger Consideration applicable to such shares, payable in Parent Series H-1 Preferred Stock, the Seller Note and/or in cash as set forth in Section 2.07(a), together with the applicable Stockholder Escrow Pro Rata Share of each of the Escrow Amount and the Working Capital Escrow Amount and the applicable Stockholder Pro Rata Share of the Representative Expense Amount, that thereafter may be disbursed in favor of the Stockholders pursuant to Section 2.14 and (B) promptly following the occurrence of such event (if such event occurs after the Closing), Parent shall remit to the Paying Agent (for further distribution to such holder), the amount contemplated by the foregoing clause (A) to which such holder is entitled.

(b) From and after the Effective Time, no Stockholder who has properly exercised and perfected appraisal rights pursuant to the DGCL shall be entitled to vote his, her, or its Company Shares for any purpose or receive payment of dividends or other distributions with respect to his, her, or its Company Shares.

(c) Notwithstanding anything in this Agreement to the contrary, (i) Parent shall not be required to remit to the Paying Agent, the Surviving Entity, the Escrow Agent, or any holder of Company Shares any amount payable pursuant to this Agreement (other than Section 2.16(a)) or the Escrow Agreement to the extent such amount would otherwise be payable in respect of Dissenting Share(s), (ii) the Paying Agent shall not remit any amount to any Dissenting Stockholder or otherwise

which has not yet complied with the conditions in this Agreement with respect to such Stockholder’s receipt of the Merger Consideration, and (iii) any amount that would otherwise be payable under this Agreement (other than under Section 2.16(a)) or the Escrow Agreement to any Stockholder that has not yet complied with the conditions in this Agreement with respect to its receipt of the Merger Consideration shall be released to and held by the Paying Agent or (in the case of a Dissenting Share) Parent; provided, however, that subject to the provisions of this Article II, such Stockholder will be entitled to receive such amount (without interest) upon such Stockholder complying with the conditions to its receipt of the Merger Consideration.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except to the extent expressly disclosed in the corresponding section of the Company Disclosure Schedule, the Company hereby represents and warrants to Parent, Merger Sub, and Merger Sub II, as of the date hereof and as of the Closing Date, as follows:

SECTION 3.01 Organization. The Company and each of its Subsidiaries is duly organized, validly existing and in good standing (or equivalent status) under the Laws of the jurisdiction of its incorporation or organization and has requisite corporate, partnership, limited liability company or other company (as the case may be) power and authority necessary to own, lease and operate its properties, rights or assets and to carry on its business as now being conducted. The Company and each of its Subsidiaries is duly qualified and/or licensed to do business and is in good standing (or equivalent status) in each jurisdiction in which the nature of its business or the ownership or leasing of its properties, rights or assets makes such qualification or licensing necessary, except in such jurisdictions where the failure to be so duly qualified and/or licensed to do business and in good standing (or equivalent status) would not reasonably be expected to have a Material Adverse Effect. The Company has made available to Parent complete and correct copies of the Company Charter, the Certificate of Conversion and all other Organizational Documents of the Company and each of its Subsidiaries.

SECTION 3.02 Capitalization.

(a) As of the date of this Agreement, the authorized capital stock of the Company consists of 25,000,000 shares of Company Common Stock, of which 18,245,164 shares are issued and outstanding as of the date hereof, and 379,857 shares of Company Preferred Stock, of which 299,887 shares are issued and outstanding as of the date hereof. No more than 200,000 shares of Company Common Stock and Preferred Stock are issued and outstanding and held by Non-Accredited Stockholders. The authorized capital stock of the Company, together with a true, correct and complete list of all of the outstanding Equity Interests of the Company, whether each Equityholder is, to the actual knowledge of the Company (without due inquiry), a Non-Accredited Stockholder, and the address of each Equityholder’s respective residence or principal place of business as shown in the records of the Company, as applicable, is as set forth on Schedule 3.02(a) of the Company Disclosure Schedule (the “Capitalization Schedule”). All of the issued and outstanding Equity Interests of the Company are owned beneficially and of record as set forth on the Capitalization Schedule, free and clear of all Liens other than Liens under the Securities Act and applicable state securities Laws. All of the issued and outstanding Equity Interests of the Company have been duly authorized, were issued in compliance with applicable Law, and are validly issued, fully paid and nonassessable, and were not issued in violation of

any preemptive rights of any current or former holder of Equity Interests of the Company, or any Contract to which the Company, any of its Subsidiaries or any Equityholder is or was a party. Except as set forth on the Capitalization Schedule, there are no outstanding or authorized (i) shares of capital stock or other Equity Interests of the Company, (ii) convertible or exchangeable securities or commitments of any character, contingent or otherwise, whatsoever, relating to the capital stock of, or other Equity Interest in, the Company, (iii) outstanding or authorized subscriptions, options, warrants, puts, calls, preemptive or other rights (including any conversion rights or rights of exchange), agreements, arrangements, restrictive or commitments of any kind relating to the issuance, sale, delivery, transfer, redemption, purchase, repurchase, conversion or exchange of any shares of capital stock of any class or other Equity Interests of the Company, (iv) stock appreciation, phantom stock, profit participation or similar rights with respect to the Company’s Equity Interest, or (v) irrevocable proxies, membership interest holder agreements, voting agreements or trusts or other Contracts (including Contracts imposing transfer restrictions) with respect to any Equity Interests of the Company or to otherwise provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any other Person or that give any Person the right to receive any payment based on the value of any Equity Interests of the Company’s Subsidiaries. Neither the Company has, nor has the Company entered into any contract with respect to, any Indebtedness, the lenders of which have any rights (including voting, governance, or veto rights) typically reserved for holders of Equity Interests.

(b) Except as set forth in Schedule 3.02(b)(i) of the Company Disclosure Schedule, there are no agreements to register any securities or sales or resales thereof under the federal or state securities Laws. Except for this Agreement, the Stockholders’ Agreement or as set forth on Schedule 3.02(b)(ii) of the Company Disclosure Schedule, the Company and its Subsidiaries are not, and none of the Equityholders is a party to or otherwise bound by, any stockholders’ agreement, option, warrant, purchase right or other Contract that could require any Equityholder to sell, transfer or otherwise dispose of any Company Shares or any other Equity Interests of any of the Company or any of its Subsidiaries or which otherwise relates to the sale, transfer or other disposal of any Equity Interests of any of the Companies, and, except for the Support Agreements, the Stockholders’ Agreement or as set forth on Schedule 3.02(b)(iii) of the Company Disclosure Schedule, none of the Company or any of the Equityholders is a party to, or otherwise bound by, any voting trust, proxy, or other agreement or understanding with respect to the voting of any Equity Interests of any of the Companies.

(c) As of the date of this Agreement, the Company is authorized to issue 2,563,006 Options, of which 1,490,000 Options have been granted and are outstanding as of the date of this Agreement. As of the date of this Agreement, 1,500,000 of such Options are authorized and 1,490,000 Options have been granted and are outstanding under the 2011 Option Plan, and 1,063,006 of such Options are authorized and no Options are issued and outstanding under the 2019 Option Plan. Schedule 3.02(c) of the Company Disclosure Schedule sets forth a list of all holders of outstanding Options, including the number, class and series of Company Shares subject to each such Option as of the date hereof, the grant date, exercise price and vesting schedule, including vesting commencement date, for such Option, the extent to which such Option is vested and exercisable, and the date on which such Option expires. Each Option was granted in compliance with all applicable Laws and all of the terms and conditions of the applicable stock option Plan pursuant to which it was issued. All Options have been appropriately authorized by the board of directors of the Company or an appropriate committee thereof, and, if required, approved by stockholders by the necessary number of votes or written consent, including approval of the option exercise price or the methodology for determining the Option exercise price and the substantive option terms. Each Option intended to qualify as an “incentive stock option”

under Section 422 of the Code so qualifies. No Option has been retroactively granted, or the exercise price of any Option determined retroactively. No Option or other right to acquire Company Common Stock or other equity of any Person employed by the Company (A) has an exercise price that is or could be less than the fair market value of a share of the underlying stock as of the date such Option or right was granted as determined in accordance with Section 409A of the Code, (B) had or has any feature providing for the deferral of compensation other than the deferral of recognition of income until the later of (x) exercise or disposition of such Option or right or (y) the time the stock acquired pursuant to the exercise of Option or right first becomes substantially vested, (C) has been granted with respect to any class of stock of any Person employed by the Company that is not “service recipient stock” (within the meaning of Section 409A of the Code), or (D) has been subject to “modification” or “extension” within the meaning of Section 409A of the Code. Each Option qualifies for the tax and accounting treatment afforded to such Option in the Company’s tax returns and the Company’s financial statements, respectively, and does not trigger any liability for the applicable Equityholder with respect thereto under Section 409A of the Code. The Company has heretofore provided to Parent true and complete copies of the standard form of option agreement and any stock option agreements that differ from such standard form.

(d) All distributions, dividends, repurchases and redemptions of the capital stock or any other Equity Interests of the Company (including any Series A preferred stock) were undertaken in compliance with the Company’s Organizational Documents then in effect, any agreement to which the Company or any of its Subsidiaries then was a party and in compliance with applicable Law. There are no declared or accrued unpaid dividends with respect to any Company Shares.

(e) Schedule 3.02(e) of the Company Disclosure Schedule sets forth the name and jurisdiction of organization of each Subsidiary of the Company as of the date hereof. All of the outstanding shares of capital stock of each Subsidiary of the Company that is a corporation have been duly authorized and validly issued and are fully paid and nonassessable, and were not issued in violation of any preemptive rights of any current or former holder of Equity Interests of the Company, or in breach of any Contract to which the Company, any of its Subsidiaries or any Equityholder is or was a party. All of the outstanding shares of capital stock and other Equity Interests of each Subsidiary of the Company are owned by the Company, by one or more Subsidiaries of the Company or by the Company and one or more Subsidiaries of the Company, in each case as indicated on Schedule 3.02(e) of the Company Disclosure Schedule, free and clear of all Liens. Schedule 3.02(e) of the Company Disclosure Schedule sets forth the name, jurisdiction of organization and the Company’s percentage ownership of any and all Persons (other than Subsidiaries) of which the Company directly or indirectly owns an Equity Interest, or an interest convertible into or exchangeable or exercisable for an Equity Interest (collectively, the “Investments”). Except for the capital stock and other ownership interests of the Subsidiaries and the Investments listed in Schedule 3.02(e) of the Company Disclosure Schedule, the Company does not own, directly or indirectly, any capital stock or other Equity Interests in any corporation, partnership, joint venture, limited liability company or other entity and is not a party to any other arrangement treated as a partnership for U.S. federal income tax purposes.

(f) There are no claims by any Equityholder or former Equityholder of the Company, or any other Person, seeking to assert, or based upon (i) the ownership or rights to ownership of any Equity Interests of the Company or any of its Subsidiaries; (ii) any rights of an Equityholder (other than the right to receive Merger Consideration pursuant to Article II), including any subscriptions, options, warrants, puts, calls, preemptive or other rights (including any conversion rights or rights of exchange)

or rights to notice or to vote; (iii) any rights under the Organizational Documents of the Company or any of its Subsidiaries; (iv) any claim that his, her or its shares were wrongfully repurchased by the Company or any of its Subsidiaries; or (v) any claim for appraisal or dissenters rights, including any payment in respect of Dissenting Shares in excess of the amount of payments otherwise payable to the stockholder seeking such rights under this Agreement.

SECTION 3.03 Authority.

(a) The board of directors of the Company, by resolutions duly adopted by unanimous written consent, and not subsequently rescinded or modified in any way, has, as of the date hereof (i) determined that this Agreement and the transactions contemplated hereby, including the Mergers, are fair to, and in the best interests of, the Stockholders, (ii) approved and declared advisable the “agreement of merger” (as such term is used in Section 251 of the DGCL) contained in this Agreement and the transactions contemplated by this Agreement, including the Mergers, in accordance with the DGCL, (iii) directed that the “agreement of merger” contained in this Agreement be submitted to the Stockholders for adoption, and (iv) resolved to recommend that the Stockholders adopt the “agreement of merger” set forth in this Agreement (collectively, the “Company Board Recommendation”) and directed the officers of the Company to solicit the written consent of the Stockholders to such matter.

(b) Without in any way limiting Section 3.03(a), the Company has the requisite corporate power and authority to execute and deliver this Agreement and the Additional Agreements to which it is a party and, subject to obtaining the Stockholder Consent, to perform its obligations hereunder and thereunder. The Company’s board of directors has duly and validly approved this Agreement and the Additional Agreements to which the Company is a party and the performance by the Company of the transactions contemplated hereby and thereby. No other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby (other than, with respect to the Mergers, the adoption of this Agreement by the holders of a majority of the Company Shares to the extent required by applicable law). This Agreement and the Additional Agreements have been (or will be) duly executed and delivered by the Company and the Stockholders’ Representative (where appropriate) and constitute the legal and, assuming this Agreement and the Additional Agreements constitute the valid and binding agreements of Parent, Merger Sub, and Merger Sub II (where appropriate), valid and binding agreements of the Company, enforceable against the Company and the Stockholders’ Representative in accordance with their terms, except that the enforcement hereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereinafter in effect relating to creditors’ rights generally and (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).

(c) The conversion of the Company from a Utah corporation to a Delaware corporation was effected in accordance with all requirements of the Utah Act and the DGCL, the Plan of Conversion and the Certificate of Conversion (collectively, the “Delaware Conversion”). The Company’s board of directors and its stockholders duly and validly approved, adopted and authorized the Delaware Conversion and all documents related thereto as and to the extent required by the Utah Act, the DGCL and the Company’s Organizational Documents as they were in effect immediately prior to the Delaware Conversion. The Delaware Conversion did not (i) require any filing with, or permit, authorization, consent or approval of, any Governmental Authority, except for the filing of the

Certificate of Conversion with the Secretary of State of the State of Delaware and the Utah Department of Commerce, Division of Corporations and Commercial Code of the State of Utah, or (ii) result in a breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, modification, amendment, cancellation, suspension, revocation or acceleration) under any of the terms, conditions or provisions of any Material Contract or Customer Agreement, (iii) violate any Law applicable to the Company, any of its Subsidiaries or any of their properties or assets or (iv) result in the creation of any Lien on any properties or assets of the Company or any of its Subsidiaries, other than Permitted Liens.

SECTION 3.04 Consents and Approvals; No Violations. Except as set forth on Schedule 3.04 of the Company Disclosure Schedule, neither the execution, delivery or performance of this Agreement and/or the Additional Agreements to which it is a party by the Company nor the consummation by the Company of the transactions contemplated hereby or thereby will (i) conflict with or violate any provision of any Organizational Document of the Company, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Authority, except for (A) the filing of the Certificate of Merger and the Second Certificate of Merger with the Secretary of State of the State of Delaware and (B) compliance with the applicable requirements, if any, of the Antitrust Laws, (iii) result in a breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, modification, amendment, cancellation, suspension, revocation or acceleration) under any of the terms, conditions or provisions of any Material Contract or Customer Agreement, (iv) violate any Law applicable to the Company, any of its Subsidiaries or any of their properties or assets or (v) result in the creation of any Lien on any properties or assets of the Company or any of its Subsidiaries, other than Permitted Liens.

SECTION 3.05 Financial Statements. Attached as Schedule 3.05(a) of the Company Disclosure Schedule are true and correct copies of the following financial statements: (a) the audited consolidated balance sheets and the related audited statements of income and cash flows for the fiscal years ended December 31, 2017 and December 31, 2018 (the “Audited Financial Statements”), and (b) the unaudited consolidated balance sheet for the twelve (12) months ended December 31, 2019 and for the two months ended February 29, 2020 and the related statements of income and cash flow of the Company for the twelve (12) month period and two (2) month period ended on such dates (the “Unaudited Financial Statements” and, collectively with the Audited Financial Statements, the “Financial Statements”, and December 31, 2019, the “Most Recent Balance Sheet Date”). Each of the Audited Financial Statements and the Unaudited Financial Statements (i) presents fairly the financial position of the Company and its Subsidiaries and the results of operations of the Company and its Subsidiaries as of the respective dates thereof and for the periods covered thereby in all material respects and (ii) was prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, subject, in the case of Unaudited Financial Statements, to the absence of footnotes and to normal year-end adjustments and other adjustments as noted therein. Since the Most Recent Balance Sheet Date, there have been no material changes in the accounting policies of the Company or its Subsidiaries and no revaluation of any properties or assets of the Company or any of its Subsidiaries. Since December 31, 2016, the Company has not received notice or otherwise had or obtained knowledge of any substantive complaint, allegation, assertion or claim, written or oral, regarding the accounting or auditing practices, or internal procedures or accounting controls, methodologies or methods of the Company, including any written complaint, allegation, assertion or claim that the Company has engaged in any questionable accounting or auditing practice, or regarding any violation of the securities laws.

SECTION 3.06 Absence of Undisclosed Liabilities. Except as expressly permitted by this Agreement or set forth on Schedule 3.06 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has any liabilities or obligations, other than (a) contractual liabilities under Contracts disclosed or not required to be disclosed pursuant to this Agreement and not arising as a result of any breach or default of such agreement by the Company or any of its Subsidiaries, (b) liabilities and obligations set forth, reserved against or reflected in the Financial Statements (including the notes thereto), (c) immaterial liabilities and obligations which have arisen after the Most Recent Balance Sheet Date in the ordinary course of business or (d) liabilities and obligations incurred under this Agreement or in connection with the transactions contemplated hereby. Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar contract (including any structured finance, special purpose or limited purpose vehicle or other “off-balance sheet arrangement”).

SECTION 3.07 Absence of Changes; Operations in Ordinary Course. Except as set forth in Schedule 3.07 of the Company Disclosure Schedule, since the Most Recent Balance Sheet Date: (i) the Company has not suffered any material damage, destruction or loss (whether or not covered by insurance); and (ii) there has been no Material Adverse Effect. Except as set forth in Schedule 3.07 of the Company Disclosure Schedule, since the Most Recent Balance Sheet, there has not been any event, act or omission that, if such event, act or omission occurred following the execution of this Agreement and occurred in the absence of the written consent of Parent, would have resulted in a breach of Section 5.01, provided, however, that solely for purposes of this Section 3.07 and Schedule 3.07 of the Company Disclosure Schedule, Company need not disclose any changes that otherwise would be required to be disclosed hereby as a result of the following subsections of Section 5.01: Section 5.01(h)(i), (j), (l)(ii), (n), (o) and, solely with respect to the exclusion of disclosure related to entry into new Material Contracts, (q).

SECTION 3.08 Taxes; Tax Matters.

(a) Each of the Company and each of its Subsidiaries has (i) timely filed or caused to be filed (after taking into account all applicable extensions) all income and other material Tax Returns that are required to be filed and such Tax Returns are true, correct and complete in all material respects and (ii) duly paid or caused to be paid all material Taxes required to be paid by it (whether or not shown on any Tax Return). The unpaid Taxes of the Company and each of its Subsidiaries (A) for taxable periods (or portions thereof) through the Most Recent Balance Sheet Date do not exceed the accruals and reserves for Taxes (excluding accruals and reserves for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the Audited Financial Statements as of the Most Recent Balance Sheet Date and (B) for taxable periods (or portions thereof) to date, will not exceed the reserve as adjusted for the passage of time to date in accordance with GAAP. All unpaid Taxes of the Company and each of its Subsidiaries for all taxable periods (or portions thereof) commencing after the Most Recent Balance Sheet Date arose in the ordinary course of business.

(b) No deficiencies or proposed adjustments for Taxes have been asserted, proposed or assessed against the Company or any of its Subsidiaries, in writing or, to the knowledge of the Company, otherwise, that have not been paid or otherwise settled.

(c) There are no Liens for Taxes (other than Permitted Liens) upon the assets of the Company or any of the Company Shares.

(d) Neither the Company nor any of its Subsidiaries (i) is currently the beneficiary of any extension of time within which to file any Tax Return, (ii) has requested any extension of time with respect to any Tax Return, (iii) has executed or filed any power of attorney with any Governmental Authority for any Tax period for which the applicable statute of limitations has not yet expired, or (iv) has filed any waiver of the statute of limitations applicable to the assessment or collection of any Tax which remains open or agreed to extend the period for assessment or collection of any Taxes.

(e) There are no audits, examinations, investigations or other Legal Proceedings in respect of Taxes (a “Tax Contest”) of the Company or any of its Subsidiaries that are ongoing, pending, threatened or contemplated. Except as listed on Schedule 3.08(e) of the Company Disclosure Schedule, there have been no Tax Contests of the Company or any of its Subsidiaries for any periods after December 31, 2015. The Company has not received from any taxing authority any (i) written notice indicating an intent to open a Tax Contest or (ii) written request for information related to Tax matters.

(f) Neither the Company nor any of its Subsidiaries is a party to any agreement providing for the allocation, indemnification, or sharing of Taxes (including any advance pricing agreement, closing agreement, or other agreement relating to Taxes with any Governmental Authority), and the Company does not have a contractual or legal obligation to indemnify any other Person with respect to Taxes.

(g) Neither the Company nor any of its Subsidiaries (i) has been a member of an affiliated group filing a consolidated, combined, joint or unitary Tax Return (other than a group the common parent of which was the Company) or (ii) has any Liability for Taxes of any Person (other than the Company or its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of any state, local or foreign law), other than as a result of being a member of a Relevant Group of which the Company is the parent, or as a transferee or successor, by contract or otherwise.

(h) Except as listed on Schedule 3.08(h) of the Company Disclosure Schedule, each of the Company and its Subsidiaries has not been notified in writing by any Governmental Authority in a jurisdiction where the Company and its Subsidiaries do not file Tax Returns that the Company or any of its Subsidiaries is or may be subject to Taxation by that jurisdiction. Each of the Company and its Subsidiaries has not commenced any activities in any jurisdiction which will result in an initial filing of Tax Returns with respect to Taxes imposed by a Governmental Authority that it had not previously been required to file in the immediately preceding taxable period.

(i) No private letter rulings, technical advice memoranda or similar agreement or rulings have been requested, entered into or issued by any taxing authority with respect to the Company or any of its Subsidiaries.

(j) Except as listed on Schedule 3.08(j) of the Company Disclosure Schedule, the Company and each of its Subsidiaries is not a “foreign person” as that term is used in Treasury Regulations Section 1.1445-2. The Company and each of its Subsidiaries is not, nor has been, a United States real property holding corporation (as defined in Section 897(c)(2) of the Code) during the applicable period specified in Section 897(c)(1)(a) of the Code. None of the Company or any of its Subsidiaries has been a member of a Relevant Group other than a Relevant Group of which the Company is the parent.

(k) Neither the Company nor any of its Subsidiaries own any property of a character the indirect transfer of which pursuant to this Agreement would give rise to any transfer Tax.

(l) None of the Company or any of its Subsidiaries has participated in any “reportable transaction” as defined in Treasury Regulation Section 1.6011-4(b), nor has acted as a “material advisor” with respect to any reportable transaction (within the meaning of Section 6111 of the Code).

(m) Neither the Company nor any of its Subsidiaries has constituted either a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code in the two (2) years prior to the date hereof or in a distribution that could otherwise constitute part of a “plan” or “series of related transaction” (within the meaning of Section 355(e) of the Code) that includes the transactions contemplated by this Agreement.

(n) Except as listed on Schedule 3.08(n) of the Company Disclosure Schedule, all material Taxes which the Company or any of its Subsidiaries is required to withhold from amounts owing to any Person have been timely withheld and paid over to the applicable taxing authority (including with respect to amounts paid or owing to any employee, independent contractor, manager, member, creditor or other Person), and the Company and each of its Subsidiaries has complied with all applicable record-keeping, information reporting and backup withholding requirements in connection with amounts paid or owing to any employee, member, manager, creditor, independent contractor or other Person under the Code and the Treasury Regulations issued thereunder (and any similar provision of state, local or foreign Law), including the filing of all Forms W-2 and 1099.

(o) Except as listed on Schedule 3.08(o) of the Company Disclosure Schedule, the Company and each of its Subsidiaries have collected all sales and use Taxes required to be collected, and have remitted, or will remit on a timely basis, such amounts to the appropriate Governmental Authorities, and have been furnished properly completed exemption certificates and have maintained all such records and supporting documents in the manner required by applicable sales and use Tax Law.

(p) Except as listed on Schedule 3.08(p) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries is required (and will not be required as a result of the Closing of the transactions contemplated by this Agreement) to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any (i) adjustment pursuant to Section 481 of the Code (or any corresponding or similar provision of state, local, or foreign Laws) or any other change in method of accounting for a taxable period ending on or prior to the Closing Date, (ii) closing agreement as described in Section 7121 of the Code (or any similar provision of any state, local or foreign law), (iii) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any similar provision of any state, local or foreign law), (iv) installment sale or open transaction disposition made on or prior to the Closing Date, (v) election under Section 108(i) of the Code (or any similar provision of any state, local or foreign law) or (vi) prepaid amount received or paid on or prior to the Closing Date.

(q) With respect to any tax year ending on or before the Closing Date, the Company has not (i) filed any Tax Return on which it failed to disclose all positions taken thereon that could give

rise to a substantial understatement of income Tax within the meaning of Section 6662 of the Code (or any similar provision of state, local or foreign Laws), (ii) amended any Tax Return, (iii) made, changed or revoked any Tax election, (iv) settled any Tax claim or assessment, (v) surrendered any right to, or filed any claim for, a Tax refund or (vi) omitted to take any action relating to the filing of any Tax Return or the payment of any Tax, or taken any other action that would have the effect of deferring to a Tax period beginning after the Closing Date income economically accrued in a Pre-Closing Tax Period or accelerating a deduction from a Tax period beginning after the Closing Date to a Pre-Closing Tax Period.

(r) As of the Closing Date, the Company has not taken or agreed to any action, and does not have any reason to believe that any conditions exist, that would reasonably be expected to prevent or impede the Mergers from qualifying as a reorganization within the meaning of Section 368(a) of the Code.

SECTION 3.09 Plans.

(a) Each material Plan is listed in Schedule 3.09(a) of the Company Disclosure Schedule. With respect to each Plan, the Company has made available to Parent a true and correct copy of (i) each Plan that has been reduced to writing (or summaries of any Plans not reduced to writing) and all amendments thereto; (ii) each trust, insurance or administrative agreement relating to each Plan; (iii) the most recent summary plan description or other written explanation of each Plan provided to participants; (iv) the most recent annual report (Form 5500) filed with the IRS; (v) the most recent financial statements and actuarial or other valuation reports prepared with respect thereto; (vi) the most recent determination or opinion letter, if any, issued by the IRS with respect to any Plan intended to be qualified under Section 401(a) of the Code; and (vii) copies of any 280G calculation prepared (whether or not final) with respect to any employee, director or independent contractor of the Company or its Subsidiaries in connection with the transactions contemplated by this Agreement (together with the underlying documentation on which such calculation is based).

(b) Each Plan which is intended to be qualified within the meaning of Section 401(a) of the Code is so qualified and has received a favorable determination letter as to its qualification, or if such Plan is preapproved plan, the opinion letter for each such Plan, and nothing has occurred, whether by action or failure to act, that could reasonably be expected to cause the loss of such qualification. Each Plan has been maintained in compliance in all material respects with its terms and, both as to form and in operation, with the requirements of applicable Law (including the requirements of Part 6 of Subtitle B of Title I of ERISA, Section 5000 of the Code, the Health Insurance Portability and Accountability Act, the Patient Protection and Affordable Care Act (“PPACA”). The Company has made available to Parent Forms 1094 or 1095 and underlying documentation demonstrating compliance with PPACA for all applicable years. No excise tax or penalty under PPACA, including Sections 4980D and 4980H of the Code is outstanding, has accrued, or has arisen with respect to any period prior to the Closing, with respect to any Plan. With respect to each Plan that is funded mostly or partially through an insurance policy, neither the Company nor any of its Subsidiaries has any liability in the nature of retroactive rate adjustment, loss sharing arrangement or other actual or contingent liability arising wholly or partially out of events occurring on or before the date of this Agreement or is reasonably expected to have such liability with respect to periods through the Closing Date.

(c) All employer or employee contributions, premiums and expenses due to or in respect of each Plan have been paid in full. None of the Company, any of its Subsidiaries or any ERISA Affiliate has at any time during the six (6) years preceding the date hereof maintained, contributed to or incurred any Liability under, or otherwise has any Liability with respect to, any “multiemployer plan” (as defined in Section 3(37) of ERISA) or any Plan that is subject to Title IV of ERISA or Section 412 of the Code. No Plan provides post-termination welfare benefits with respect to any current or former employee (other than benefit coverage mandated by applicable Law, including coverage provided pursuant to Section 4980B of the Code).

(d) There are no pending, or to the knowledge of the Company, threatened, Legal Proceedings or claims (other than routine claims for benefits payable under any such Plan) involving a Plan, asset thereof or fiduciaries or parties in interest thereto, and there have been no such Legal Proceedings or non-routine claims since January 1, 2017.

(e) Except as set forth on Schedule 3.09(e) of the Company Disclosure Schedule, neither the execution and delivery of this Agreement by the Company nor the consummation of the transactions contemplated hereby (whether alone or in connection with any subsequent event(s)) could reasonably be expected to result in (i) the acceleration or creation of any rights of any Person to compensation or benefits, (ii) loan forgiveness or result in an obligation to fund benefits with respect to any Plan or other compensatory arrangement, (iii) acceleration of the time of payment or vesting or increase in the amount of compensation or benefits due, (iv) the limitation or restriction of the right to amend, terminate or transfer the assets of any Plan on or following the Closing Date or (v) any payment or benefit that would constitute an “excess parachute payment” (as such term is defined in Section 280G(b)(1) of the Code) to any current or former employee, director, officer or independent contractor of the Company or any of its Subsidiaries.

SECTION 3.10 Intellectual Property.

(a) Schedule 3.10(a) of the Company Disclosure Schedule sets forth a complete and accurate list of all Company IP Registrations in each case listing the current owner(s), and in each case other than Domain Names listing, as applicable, (i) the jurisdiction where the application or registration has been registered or filed (ii) the application or registration number, (iii) the filing date, (iv) issuance, registration or grant date, and (v) case status.

(b) Except as otherwise indicated in Schedule 3.10(b) of the Company Disclosure Schedule, the Company and its Subsidiaries are the sole and exclusive owners of, and have good, exclusive and transferable title to, collectively, all Company IP Registrations, free and clear of any Liens (other than Permitted Liens or Ordinary Course Licenses Out). With respect to each of the Company IP Registrations (i) all necessary registration, maintenance and renewal fees have been paid and required documents and certificates filed with relevant authorities or registrars in the United States or foreign jurisdictions, as the case may be, for the purposes of prosecuting or maintaining such Company IP Registrations, (ii) each such item is currently in compliance with formal legal requirements (including payment of filing, examination and maintenance fees and proofs of use), (iii) each such item is not subject to any unpaid registration, application or maintenance fees or taxes that are due as of the Closing Date, (iv) to the knowledge of the Company, except as identified by a U.S. or non-U.S. patent or trademark office, or international search authority, in an office action, written opinion or search report in the ordinary course of patent prosecution, there are no facts, information, or circumstances, including

any information or facts that would constitute prior art, that would adversely affect any pending patent application for any such Company IP Registrations, (v) the Company has not misrepresented, or failed to disclose, any facts or circumstances in any application for any such Company IP Registrations, in a manner that would constitute fraud or a misrepresentation with respect to such application or that would otherwise affect the enforceability of any such Company IP Registrations, and (vi) each is subsisting and, to the knowledge of the Company, valid and enforceable.

(c) With the exception of publicly available Open Source Materials and any Company IP and Company Technology that could readily be licensed or otherwise obtained from third parties on an off-the-shelf basis, Schedule 3.10(c) of the Company Disclosure Schedule sets forth a complete and accurate list of each item of Company IP and Company Technology that is material to the business of the Company, other than Company IP Registrations, and in each case indicating if such Company IP and Company Technology is owned by the Company or any of its Subsidiaries. The Company and its Subsidiaries are the sole and exclusive owners of, and have good, exclusive and transferable title to, collectively, any and all Company Owned IP and Company Owned Technology, free and clear of any Liens (other than Permitted Liens or Ordinary Course Licenses Out). The Company IP and Company Technology (including Company Data) constitute all Intellectual Property and Technology necessary and sufficient for the Company and its Subsidiaries to conduct their business as currently conducted.

(d) Except as set forth in Schedule 3.10(d) of the Company Disclosure Schedule, no Legal Proceeding is pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries nor has any Order been entered against the Company or any of its Subsidiaries, that relates to any Company IP, Company Technology or any Company Product (other than routine U.S. Patent and Trademark Office or foreign patent or trademark office proceedings and decisions associated with patent or trademark prosecution).

(e) Except as described in Schedule 3.10(e), neither the Company nor any of its Subsidiaries is subject to an obligation to grant licenses, covenants not to sue or similar rights to any Person under any Company Owned IP or Company Owned Technology in connection with or under any policy of any membership or participation in, or contribution to, any Standards Organization. No Patent or application therefor included in the Company Owned IP (A) is, or (B) has been identified by the Company or any of its Subsidiaries or, to the knowledge of the Company, any other Person, as essential to any Standards Organization or any standard promulgated by any Standards Organization.

(f) Except as set forth in Schedule 3.10(f) of the Company Disclosure Schedule, each of the Company and its Subsidiaries has required each current and former employee, contractor and consultant of the Company and its Subsidiaries who has contributed to the creation or development of any Company Products, or any Intellectual Property or Technology created or developed for or on behalf of the Company or its Subsidiaries, to sign (and each has signed) a valid and enforceable agreement that includes (i) confidentiality obligations in favor of the Company or the applicable Subsidiary, and (ii) an assignment to the Company or the applicable Subsidiary of all right, title and interest in and to such Intellectual Property and Technology created or developed by such Person within the scope of such Person’s employment by or engagement with the Company or the applicable Subsidiary, and (iii) a waiver of any moral rights (to the extent possible under applicable Law) such Person may possess in such Intellectual Property and Technology (collectively, the “Invention Assignment Agreements”). To

the knowledge of the Company, no Person who has executed an Invention Assignment Agreement is in default or breach of such Invention Assignment Agreement.

(g) Schedule 3.10(g) of the Company Disclosure Schedule sets forth a complete and accurate list of all Open Source Materials that are material to the business of the Company, in each case listing (i) the Open Source Materials (e.g., by name of open source package), (ii) the version of Open Source Materials, (iii) the vendor or source of the Open Source Materials, and (iv) where applicable, a description of such Open Source Materials’ use or interaction with the Company Products or Company Owned Technology. All use and distribution of Company Products and Open Source Materials by or through the Company and its Subsidiaries is in compliance in all material respects with all Open Source Licenses applicable thereto, including all copyright notice and attribution requirements. Except with respect to Software as to which the Company owns the copyrights and has licensed out under an Open Source License other than a Copyleft License, neither the Company nor its Subsidiaries has incorporated or embedded any Open Source Materials into, or combined, linked or distributed any Open Source Materials with, any Company Products or otherwise used any Open Source Materials, in each case, in a manner that currently requires or has required the Company Products, any material portion thereof, or any material Company Owned Technology or material Company Owned IP, to (A) in the case of Software, be made available or distributed in a form other than binary (e.g., source code form), (B) be licensed for the purpose of preparing of derivative works, (C) be licensed under terms that allow the Company Products or portions thereof or interfaces therefor to be reverse engineered, reverse assembled or disassembled (other than by operation of Law), or (D) be redistributable at no license fee.

(h) To the knowledge of the Company with respect to Patents and Trademarks only (but without having conducted any special investigation or patent or trademark search ), the operation of the business of the Company or its Subsidiaries as currently or previously conducted (including the use, importation, export, sale, offering for sale, provision, reproduction, display, performance, modification, licensing, disclosure, support, commercialization, maintenance or other exploitation of Company Products as currently conducted or previously conducted by the Company or its Subsidiaries) does not infringe, misappropriate or violate and has not infringed, violated or misappropriated any Intellectual Property of any Person, or constitute or has constituted unfair competition or trade practices. Neither the Company nor any of its Subsidiaries has received (i) written (or to the knowledge of the Company, unwritten) notice within the last five years from any Person of any claim or threatened claim (A) alleging any infringement, misappropriation, misuse or other violation or unfair competition or trade practices by the Company or any of its Subsidiaries with respect to any Intellectual Property or Technology, (B) alleging that the Company or any of its Subsidiaries must license or obtain a release from any Person or refrain from using any Intellectual Property or Technology, or (C) challenging the validity, enforceability, effectiveness or ownership by the Company or any of its Subsidiaries of any of the Company Owned IP or Company Owned Technology (including any Company IP Registrations), or (ii) a request, recommendation or invitation to license or secure other rights with respect to any Patents.

(i) To the knowledge of the Company, no Person has infringed, misappropriated, misused or violated, or is infringing, misappropriating, misusing or violating, any Company Owned IP or Company Owned Technology. Neither the Company nor any of its Subsidiaries has made any claim against any Person alleging any infringement, misappropriation, misuse or violation of any Company Owned IP or Company Owned Technology.

(j) Neither this Agreement nor any transactions contemplated hereby will result in, under or pursuant to any Contract to which the Company or any of its Subsidiaries is a party or by which any assets or properties of the Company or any of its Subsidiaries are bound (and no such Contract purports to cause or result in, due to this Agreement or such transactions), any Person being granted (i) rights or access to, or the placement in or release from escrow of, any Company Owned Software source code, or (ii) any license, immunity, authorization, covenant not to sue or other right under or with respect to any Company Owned IP or Company Owned Technology. Neither the Company or any of its Subsidiaries is a party to any Contract that expressly requires the Company or any of its Subsidiaries to cause a Person that acquires the Company or any of its Subsidiaries (“Company Acquirer”) to grant a license to, or covenant not to sue under, any Intellectual Property or Technology owned or controlled by the Company Acquirer (other than any Company IP), other than in each case by operation of Contract terms generally applicable to Affiliates, acquirers, successor and assigns.

(k) Subject to the receipt of the third party consents set forth on Schedule 6.02(i), immediately following the Second Effective Time, the Surviving Entity will be permitted to exercise all of the Company’s and its Subsidiaries’ rights under Contracts involving material Intellectual Property or material Technology owned by a third party, to the same extent the Company and its Subsidiaries would have been able to had the transactions contemplated hereby not occurred and without being required to pay any additional amounts or consideration other than fees, royalties or payments that the Company or any of its Subsidiaries would otherwise have been required to pay had such transactions not occurred.

(l) Each of the Company and its Subsidiaries has taken commercially reasonable steps to protect and maintain the confidentiality of, and the rights of the Company and the applicable Subsidiary in, the Company’s and the applicable Subsidiary’s material Confidential Information. To the knowledge of the Company, no current or former employee, contractor or consultant of the Company or any of its Subsidiaries has disclosed, or has permitted any other Person to disclose, any Confidential Information (including with respect to any Company IP) in violation of any such agreement.

(m) To the knowledge of the Company, all Company Owned Software is and all Company Products are free from any defect or programming, design, or documentation error that would have a material adverse effect on the operation or use of the Company Owned Software or Company Products. The Company has used reasonable efforts to avoid, and to the knowledge of the Company, none of the Company Owned Software or Company Products contains, any “back door,” “drop dead device,” “time bomb,” “Trojan horse,” “virus” or “worm” (as such terms are commonly understood in the software industry).

SECTION 3.11 Material Contracts.

(a) Schedule 3.11 of the Company Disclosure Schedule contains a list of all Material Contracts, under the applicable subsection(s) (i) through (xxvi) called for by this Section 3.11. For purposes of this Agreement, “Material Contract” shall mean any Contract of the types described below to which the Company or any of its Subsidiaries is a party or by which its respective assets are bound that is currently in effect:

(i) any Contract relating to Indebtedness of the Company or any of its Subsidiaries;

(ii) any Contract (A) involving aggregate annual payments by the Company or any of its Subsidiaries of more than $250,000, or (B) that by its terms calls for aggregate payment (including any royalties) by the Company or any of its Subsidiaries under such Contract of more than $500,000 over the remaining term of such Contract;

(iii) any Contract with one of the Top Vendors of the Company and its Subsidiaries required to be listed on Schedule 3.25(a) of the Company Disclosure Schedule;

(iv) any Contract with one of the Top Customers of the Company and its Subsidiaries required to be listed on Schedule 3.25(a) of the Company Disclosure Schedule;

(v) each Contract between the Company or any of its Subsidiaries, on the one hand, and any of the Company’s Affiliates (other than its wholly owned Subsidiaries), Equityholders, directors, officers or employees (other than any Plans), on the other hand;

(vi) each Contract with any employee of the Company or any of its Subsidiaries (other than any Plan) under which such employee is advanced or loaned any funds (other than advancements of expenses to employees in the ordinary course of business);

(vii) any sale-and-leaseback Contracts of the Company or of any of its Subsidiaries;

(viii) any equipment lease Contract of the Company or any of its Subsidiaries providing for aggregate rental payments by the Company or any of its Subsidiaries in excess of $500,000, under which any equipment is held or used by the Company or any of its Subsidiaries;

(ix) any Contract pursuant to which the Company or any of its Subsidiaries guarantees the performance, liabilities or obligations of any other entity;

(x) any Contract that (A) places any limitation on the Company or any of its Subsidiaries from freely engaging or competing in its current line of business or selling its current line of products or services anywhere in the world, (B) grants to any Person a right of first refusal, a right of first offer or an option to purchase, acquire, sell or dispose of any material assets of the Company or any of its Subsidiaries, (C) contains any non-solicitation, non-hire or similar obligation binding the Company or any of its Subsidiaries or (D) contains a “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any service, product or territory or pursuant to which the Company or any of its Subsidiaries has agreed to purchase or otherwise obtain any material product or service exclusively or on most favored terms from a single party or sell any product or service exclusively or on most favored terms to a single party;

(xi) any Contract pursuant to which the Company or any of its Subsidiaries has continuing indemnification, guarantee, “earn-out” or other contingent payment obligations, in each case that could result in payments in excess of $500,000, other than indemnification arrangements included as a standard term or provision in Contracts in the ordinary course of business (A) with customers relating to Company Products, or (B) for the inbound licensing or use on a non-exclusive basis of commercially available off-the-shelf third party Software or cloud services (such as software as a service offerings);

(xii) any executory Contract of the Company or any of its Subsidiaries relating to the acquisition or disposition, directly or indirectly, of Equity Interests of any Person, material assets or any business or division (by way of merger, consolidation, purchase, sale or otherwise);

(xiii) any Contract with respect to the formation, creation, operation, management or control of a joint venture, partnership, limited liability or other similar agreement or arrangement;

(xiv) any Contract that obligates the Company or any of its Subsidiaries to make any capital commitment, loan or expenditure in an amount in excess of $500,000;

(xv) any Plan, including any employment agreement providing for severance or notice of more than thirty (30) days and any other plan, arrangement, or agreement providing for severance, retention, or transaction related payments;

(xvi) any settlement agreement entered into by the Company or any of its Subsidiaries involving payment by or to the Company or any of its Subsidiaries in excess of $50,000 since December 31, 2017 or that imposes continuing material obligations on the Company or any of its Subsidiaries;

(xvii) any Contract pursuant to which the Company or any of its Subsidiaries licenses out, or has granted any covenant not to sue, agreement not to assert, release, immunity, assignment, or similar rights with respect to, any Intellectual Property or Company Systems, other than Ordinary Course Licenses Out;

(xviii) any Contract pursuant to which any material Intellectual Property owned by a third party is exclusively licensed (or similar exclusive rights are granted) to the Company or any of its Subsidiaries;

(xix) any Contract that includes a co-existence agreement or similar agreement and pursuant to which the Company or any of its Subsidiaries licenses in Intellectual Property owned by another Person, other than (1) non-exclusive licenses for Software or a cloud service that is generally commercially available and not embedded in, integrated or bundled with a Company Product, (2) Open Source Licenses, and (3) Ordinary Course Licenses Out;

(xx) any Related Party Contract;

(xxi) all Contracts (other than Plans) that would obligate the Company or any of its Subsidiaries to make any payment in connection with this Agreement or any of the transactions contemplated hereby;

(xxii) any Contract with a Governmental Authority;

(xxiii) any Contract that, following the Closing, would bind or purport to bind Parent or any of its Affiliates (excluding the Company and its Subsidiaries); and

(xxiv) any other Contract, whether or not made in the ordinary course of business, the absence of which would have a Material Adverse Effect or that is otherwise material to the Company and not previously disclosed on Schedule 3.11 of the Company Disclosure Schedule.

(b) The Company has heretofore made available to Parent a true, complete and correct copy of each of the Material Contracts described above, each as in effect on the date hereof, and all amendments and supplements thereto and all waivers thereunder. Each Material Contract is valid and binding on the Company and/or any of its Subsidiaries to the extent the Company and/or such Subsidiary is a party thereto, as applicable, and to the knowledge of the Company, each other party thereto, and is in full force and effect and enforceable in accordance with its terms. Neither the Company, any of its Subsidiaries nor, to the Company’s knowledge, any other party is or is alleged to be in default in any material respect under, or in breach in any material respect or violation of, nor has an event or condition occurred that (with or without notice, lapse of time or both) would constitute such a default by the Company or any of its Subsidiaries, under any such Material Contract.

SECTION 3.12 Compliance with Laws; Permits.

(a) The Company and its Subsidiaries are conducting and, since January 1, 2017, have conducted their business and operations in compliance in all material respects with all applicable Laws. The Company and its Subsidiaries also have complied, and are now complying, with all Laws otherwise applicable to it or its properties or assets.

(b) Each of the Company and its Subsidiaries has in effect all permits, licenses, franchises, applications, rights, privileges, approvals, certifications, consents, waivers, concessions, exemptions, Orders, registrations, notices and authorizations from, or filings with, any Governmental Authority (collectively, “Permits”) required by applicable Laws for the Company or any of its Subsidiaries to own, lease or operate its properties and assets and to carry on its business as now conducted, and no default has occurred under any such Permit. All such Permits required by applicable Laws for the Company to conduct its business are valid and in full force and effect. All fees and charges with respect to such Permits as of the date hereof have been paid in full. Schedule 3.12(b) of the Company Disclosure Schedule lists all current Permits that are material to the business of the Company and issued to the Company or any of its Subsidiaries, including the names of the Permits and their respective dates of issuance and expiration, and related jurisdiction of issuance. No event has occurred that, with or without notice or lapse of time or both, would reasonably be expected to result in the revocation, suspension, lapse or limitation of any Permit set forth in Schedule 3.12(b) of the Company Disclosure Schedule.

(c) None of the Company or any of its Subsidiaries has in the past three (3) years (i) received any written notice or claim from any Governmental Authority asserting that (A) the Company or any of its Subsidiaries (or any of their respective its assets, properties or businesses) is not in compliance with, or regarding any actual or possible default or violation of, any Law or the terms of any Permits (nor, to the Company’s knowledge, does there exist any condition which with the passage of time or the giving of notice or both would result in such non-compliance, default or violation) or (B) any Permit will be suspended, terminated, revoked or modified or cannot be renewed in the ordinary course of business or (ii) been the subject of an external investigation, or conducted an internal investigation, concerning any alleged violation of any Law or Permits by any of the Company or any of its Subsidiaries or any of their respective Representatives (regardless of the outcome of such investigation).

(d) The Company is registered with and is in good standing with the Card Networks and the ACH Network. The Company is and has been since January 1, 2017 in compliance in all material respects with the Rules. There is no investigation, proceeding or disciplinary action, including fines, currently pending or threatened in writing against the Company by a Card Network, an agent of a Card Network, or an operator of an ACH Network.

(e) The Company is and has been since January 1, 2017 in compliance in all material respects with the applicable requirements of, and, to the extent required by applicable Laws, certified at the appropriate level of, the Payment Card Industry Data Security Standard.

SECTION 3.13 Real Property.

(a) Neither the Company nor any of its Subsidiaries owns real property or any interest in real property as of the date hereof, nor has any of them ever owned any real property or any interest therein.

(b) Schedule 3.13(b) of the Company Disclosure Schedule contains a true and complete list of all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant or pursuant to other occupancy arrangements) by the Company or any of its Subsidiaries (collectively, including the improvements thereon, the “Leased Real Property”), including (i) the street address of each parcel of Leased Real Property; (ii) the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. The Company or one of its Subsidiaries has valid leasehold estates in all Leased Real Property, in each case free and clear of all Liens except for Permitted Liens. The Company has delivered or made available to Parent true, complete and correct copies of any leases or other agreements affecting the Real Property to which the Company or any of its Subsidiaries or their respective assets are bound (each, a “Real Property Lease”). Each Real Property Lease is in full force and effect and is a legal, valid, binding and enforceable obligation of the Company or a Subsidiary of the Company, as the case may be, and, to the knowledge of the Company, of the other party or parties thereto, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and general principles of equity (regardless of whether considered in a proceeding at law or in equity). None of the Company or any of its Subsidiaries is in breach in any material respect or default under any Real Property Lease and, to the knowledge of the Company, no other party to any such Real Property Lease is, as of the date hereof, in material breach or default thereunder.

(c) The Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property.

(d) The use and operation of the Real Property in the conduct of the Company’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Company. There are no Legal Proceedings pending nor, to the Company’s knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.

SECTION 3.14 Environmental and Safety Matters. Except as set forth on Schedule 3.14 of the Company Disclosure Schedule:

(a) The Company and each of its Subsidiaries (i) are and have been in compliance in all material respects at all times with all applicable Environmental Laws; (ii) have not received any notice, report or information regarding any Liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), or any corrective, investigatory or remedial obligations, arising under applicable Environmental Laws with respect to the past or present operations or properties of the Company and its Subsidiaries; and (iii) are not affected by any pending or, to the Company’s knowledge, threatened Legal Proceeding under or related to Environmental Law.

(b) The Company and each of its Subsidiaries have obtained, and are and have been in compliance at all times with all terms and conditions of, all Permits required pursuant to Environmental Laws as related to the Company and its Subsidiaries for the occupation of their premises (owned or leased) and the conduct of their operations. All such Permits are valid, subsisting and in good standing.

(c) The Company and each of its Subsidiaries have filed, and are and have been in compliance in all material respects at all times with, all disclosures, reporting, and notifications required pursuant to Environmental Laws for the occupation of their premises (owned or leased) and the conduct of their operations.

(d) None of the following exists at any of the Company’s or its Subsidiaries’ present or past (to the extent existing at the time of the Company’s or such Subsidiary’s occupation thereof, with respect to Leased Real Property) properties in violation of, or under circumstances that could reasonably be expected to result in Liability under, applicable Environmental Laws: (i) Hazardous Materials, including any hazardous or toxic materials, substances, pollutants, contaminants or waste; (ii) asbestos-containing material in any form or condition; (iii) polychlorinated biphenyl-containing materials or equipment; or (iv) above or underground storage tanks.

(e) The transactions contemplated by this Agreement do not impose any obligations under Environmental Laws for site investigation or cleanup or notification to or consent of any Governmental Authority or other Person.

(f) To the Company’s knowledge, no facts, events or conditions relating to the past or present properties or operations of the business of the Company or its Subsidiaries will (x) prevent, hinder or limit continued compliance with applicable Environmental Laws, (y) give rise to any corrective, investigatory or remedial obligations on the part of the Surviving Corporation or the Surviving Entity pursuant to applicable Environmental Laws or (z) give rise to any liabilities on the part of the Surviving Corporation or the Surviving Entity (whether accrued, absolute, contingent, unliquidated or otherwise) pursuant to applicable Environmental Laws, including without limitation those liabilities relating to onsite or offsite Hazardous Material releases, personal injury, property damage or natural resources damage.

(g) Neither the Company nor any of its Subsidiaries have assumed or succeeded (by Contract, operation of law or otherwise) to any Liabilities or obligations of any other Person under Environmental Laws.

(h) The Company has delivered or made available to Parent true, complete and correct copies of all environmental reports, analyses, tests or monitoring commissioned by, or pertaining to, the Company or any of its Subsidiaries, including such information pertaining to any property owned, leased or operated by the Company or any of its Subsidiaries, in each case if any such materials both exist and are in the Company’s possession.

SECTION 3.15 Labor Matters.

(a) Except as set forth on Schedule 3.15 of the Company Disclosure Schedule, (i) neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement and no such agreement is under negotiation (ii) no labor union or other collective bargaining group represents any of the Company’s nor any of its Subsidiaries employees, (iii) to the Company’s knowledge, there are no union organizing or decertification activities underway or threatened with respect to the Company’s or any of its Subsidiaries’ employees and no such activities have occurred since January 1, 2017, (iv) no strike, picketing, walk-out, work slowdown, lockout or other material labor dispute is underway or threatened with respect to the Company’s or any of its Subsidiaries’ employees and no such disputes have occurred since January 1, 2017, (v) there is no unfair labor practice charge or complaint before the National Labor Relations Board or any material union grievance pending or, to the Company’s knowledge, threatened against the Company or any of its Subsidiaries.

(b) Since January 1, 2017, neither the Company nor any of its Subsidiaries has implemented any employee layoffs requiring notice under the Worker Adjustment and Retraining Notification Act (29 USC § 2101 et seq.) or any similar applicable Law (the “WARN Act”), and since January 2017, the Company and its Subsidiaries have been in compliance in all material respects with all applicable Laws respecting labor, employment and employment practices, including, without limitation, all Laws respecting terms and conditions of employment, wage and hour (including the classification of independent contractors, exempt and non-exempt employees and compliant meal and rest periods), immigration (including the verification and correct copies of I-9s for all employees and the proper confirmation of employee visas), employment discrimination, disability rights or benefits, equal opportunity, plant closures and layoffs, workers’ compensation, labor relations, employee leave issues, drug testing, privacy, affirmative action and unemployment insurance.

(c) Since January 1, 2017, the Company and its Subsidiaries have not been subject to any claim or received any threatened claim in writing for wrongful dismissal, constructive dismissal or any other Legal Proceeding relating to the employment of any of its employees or former employees or its current or former independent contractors. Since January 1, 2017, neither the Company nor any of its Subsidiaries has received any written allegations with respect to claims of discrimination, harassment, retaliation or similar wrongdoing by any officer or employee of or contractor with respect to the Company or any of its Subsidiaries or conducted, or received any requests to conduct, an internal investigation of any officer or employee of or independent contractor to the Company or any of its Subsidiaries regarding such matters.

(d) All Persons who are or were performing consulting or other services for the Company or any of its Subsidiaries are or were correctly classified under all applicable Laws by the Company or any of its Subsidiaries as either “independent contractors” or “employees,” as the case may be, and neither the Company nor any of its Subsidiaries has any direct or indirect liability with respect to any misclassification of any Person as an independent contractor rather than as an employee, or as an

“exempt” employee rather than a “non-exempt” employee (within the meaning of the Fair Labor Standards Act of 1938) and/or any similar Law. Neither the Company nor any of its Subsidiaries has received any notice from any Governmental Authority disputing the classification of any Person classified by the Company or such Subsidiary as an independent contractor.

(e) Neither the Company nor any of its Subsidiaries has incurred any liability under the WARN Act that remains unsatisfied. Within the last three months, there has not been any plant closing or mass layoff, or term of similar import under any applicable similar Law. All “employment losses” within the meaning of the WARN Act, or term of similar import under any applicable similar Law, within the past two years are set forth on Schedule 3.15(e) to the Company Disclosure Schedule.

(f) The Company has followed consistent and appropriate procedures to ensure itself that all employees that are required under applicable Law to hold visas and work permits to enable them to work for the Company or any of its Subsidiaries do hold all required visas and permits which, in each case: (i) have been validly issued to the employees; and (ii) are in full force and effect.

SECTION 3.16 Insurance Policies. Schedule 3.16 of the Company Disclosure Schedule sets forth a correct and complete list of each insurance policy carried by the Company or any of its Subsidiaries (specifying, with respect to each policy, the insurer, general amount of coverage, type of insurance, expiration date, and any pending claims thereunder) and the Company has delivered to Parent complete and correct copies of all such insurance policies. All insurance policies maintained by the Company and its Subsidiaries are in full force and effect and provide insurance in such amounts and against such risks as the management of the Company reasonably has determined to be prudent in accordance with industry practices or as is required by Law, and all premiums due and payable thereon have been paid. Neither the Company nor any of its Subsidiaries is in material breach or default of any of the insurance policies, and neither the Company nor any of its Subsidiaries has taken any action or failed to take any action which, with notice or the lapse of time, would constitute such a breach or default or permit termination or modification of any of the insurance policies. The Company has not received any notice of termination or cancellation with respect to any insurance policy that has not been replaced on substantially similar terms prior to the date of such termination or cancellation, nor will any such cancellation or termination result from the consummation of the transactions contemplated hereby.

SECTION 3.17 Legal Proceedings. Except for the matters set forth on Schedule 3.17 of the Company Disclosure Schedule, there is no Legal Proceeding pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries or their respective properties or assets or, to the Company’s knowledge, any of their respective officers or directors before any Governmental Authority, which, if adversely determined, could (a) involve a payment by the Company or any of its Subsidiaries in excess of $500,000, (b) seek injunctive or other non-monetary relief, (c) result in criminal Liability, (d) prevent or hinder or be likely to prevent or hinder the consummation of the transactions contemplated by this Agreement or would call or be likely to call into question the validity of any action taken or to be taken in connection with the transactions contemplated by this Agreement, (e) result or be likely to result in any material impairment to the right or ability of the Company or any of its Subsidiaries to carry on its operations or activities as now conducted, or (f) if adversely determined would reasonably be expected to have a Material Adverse Effect.

SECTION 3.18 Privacy and Data Security.

(a) Each of the Company and its Subsidiaries have, since January 1, 2017 (i) been in compliance in all material respects with all applicable Laws and with their own respective published privacy policies and internal privacy policies relating to privacy, data protection and data security, including with respect to the collection, storage, transmission, transfer (including cross-border transfers), disclosure and use of Personal Data; and (ii) taken commercially reasonable measures to protect against loss, damage, and unauthorized access, use, modification, or other misuse of Personal Data collected, transmitted or stored by the Company or its Subsidiaries. Since January 1, 2017, no Person (including any Governmental Authority) has commenced any Legal Proceeding against the Company or its Subsidiaries with respect to the Company’s alleged loss, damage, or unauthorized access, use, modification, or other misuse of any Personal Data collected, transmitted or stored by the Company or any of its Subsidiaries (or any of their respective employees or contractors), and to the knowledge of the Company, there is no reasonable basis for any such Legal Proceeding.

(b) None of the Company or its Subsidiaries has experienced any material unauthorized access to, use or misuse of, or other breach of security with respect to (A) any Software or other Company Systems or any Personal Data or other Data or information stored or Processed thereon or thereby; (B) the Confidential Information in the Company’s or its Subsidiaries’ possession, custody or control; (C) the Company Data, in each case, collected, held or otherwise managed by the Company or any of its Subsidiaries; or (D) the Company Data, in each case, collected, transmitted or stored on behalf of the Company or any of its Subsidiaries.

(c) Since January 1, 2017, the Company and its Subsidiaries have taken reasonable measures for responding, and have complied in all material respects with any obligations relating, to data subject requests for access, rectification, deletion, portability or objections to Processing of Personal Data or other rights under Privacy Laws. To the extent the Company or any of its Subsidiaries have entered into Contracts with any third parties who are Processing Personal Data on behalf of the Company or any of its Subsidiaries, such Contracts obligate any such third parties to comply with all Privacy Laws. To the knowledge of the Company, such third parties are in compliance with such Contracts and all Privacy Laws, except as would not, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a whole.

(d) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby complies (and the disclosure to and use by the Surviving Corporation, the Surviving Entity, and Parent and its Affiliates of such information after the Effective Time will comply) with the Company’s and its Subsidiaries’ applicable privacy policies and in all material respects with all applicable Laws relating to privacy and data security. Since January 1, 2017, the Company and each of its Subsidiaries have made all material disclosures to, and obtained any necessary consents from, users, customers, employees, contractors and other applicable Persons required by applicable Laws related to privacy and data security and have filed any required registrations with the applicable data protection authority.

SECTION 3.19 Company Systems.

(a) The computer systems, Data processing systems, facilities and services used by or for the Company and its Subsidiaries, including all Software, Technology, networks, communications

facilities, platforms, and related systems and services (collectively, “Company Systems”), are reasonably adequate and sufficient for the needs and operations of the Company and its Subsidiaries. The Company and its Subsidiaries have established reasonable physical, technical and administrative measures, policies and procedures, at least consistent with industry standards, to protect (i) its and their Trade Secrets and other Confidential Information, (ii) any Personal Data collected, stored, used, disclosed, transmitted, processed or disposed of by or on behalf of the Company or its Subsidiaries and (iii) the integrity, continuous operation and security of the Company Systems used in its and their businesses (and all Data stored, transmitted, or processed thereby).

(b) Except to the extent described on Schedule 3.19(b) of the Company Disclosure Schedule, since December 31, 2018, there has been no failure, outage, breakdown or continued substandard performance of any Company Systems that has caused a material disruption or interruption in or to any customer’s use of the Company Systems or the operation of the business of the Company or any of its Subsidiaries. The Company and its Subsidiaries have taken commercially reasonable steps to provide for the remote-site back-up of data and information critical to the Company and its Subsidiaries (including such data and information that is stored on magnetic or optical media in the ordinary course of business) in a commercially reasonable attempt to avoid material disruption or interruption to the business of the Company and its Subsidiaries. The Company and its Subsidiaries have in place industry standard (and, in any event, not less than commercially reasonable) disaster recovery and business continuity plans and procedures.

SECTION 3.20 Export Approvals. The Company and each of its Subsidiaries and each of its and their directors and officers have at all times conducted their export transactions in compliance in all material respects with all trade Laws and no agent, employee, consultant, Representative or other Person acting on behalf of the Company or any of its Subsidiaries has, directly or indirectly, violated any provision of any trade Law. Without limiting the foregoing, the Company and its Subsidiaries have obtained all export licenses, license exceptions and other consents, notices, waivers, approvals, Orders, authorizations, registrations, declarations, classifications and filings with any Governmental Authority required for (i) the export, import and re-export of products, services, software and technologies and (ii) releases of technologies and software to foreign nationals located in the United States and abroad. To the knowledge of the Company, there are no Legal Proceedings, conditions, or circumstances pertaining to the Company’s or its Subsidiaries’ export, re-export or import transactions that may give rise to any future claims from any third party, including any Governmental Authority.

SECTION 3.21 Certain Payments.

(a) None of the Company, any of its Subsidiaries or any of their respective directors, officers, employees, distributors, independent sales representatives, resellers, intermediaries or agents or any other Person acting on behalf of any such Person have, with respect to the business of the Company or any of its Subsidiaries, directly or indirectly taken any action (i) in furtherance of an offer, payment, promise to pay, authorization or ratification of any gift, bribe, rebate, loan, payoff, kickback, money or anything of value provided to any (A) officer or employee of a Governmental Authority, which for purposes of this provision also includes any instrumentality thereof and any state-owned or state-controlled enterprise, or of a public international organization, (B) holder of public office, candidate for public office, political party or official of a political party or (C) Person acting for or on behalf of any such Governmental Authority or instrumentality thereof (any of the foregoing, a “Government Official”),

or any other individual or entity while knowing or having reason to believe that all or any portion of such money or thing of value would be offered, given, or promised, directly or indirectly, to any Government Official, for the purpose of inducing such Government Official to do any act or make any decision in an official capacity, including a decision to fail to perform an official function; to use his or her or its influence with a Governmental Authority in order to affect any act or decision of such Governmental Authority for the purpose of assisting any Person to obtain or retain any business; or to facilitate efforts of any Person to transact business or for any other improper purpose, or (ii) that would cause the Company, its Subsidiaries or any other such Person to be in violation of the U.S. Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act or any applicable anti-corruption or anti-bribery law that implemented the OECD Convention on Combating Bribery of Foreign Public Officials in Business Transactions or any other similar Law applicable to the conduct of business with Governmental Authorities.

(b) The books, records and accounts of the Company and its Subsidiaries have at all times accurately and fairly reflected, in reasonable detail, the transactions and dispositions of their respective funds and assets. There have never been any false or fictitious entries made in the books, records or accounts of the Company or any of its Subsidiaries relating to any illegal payment or secret or unrecorded fund, and neither the Company nor any of its Subsidiaries has established or maintained a secret or unrecorded fund.

SECTION 3.22 Brokers. Except for Qatalyst Partners LLC, no broker, investment banker, financial advisor or other Person, is entitled to any broker’s, finder’s, financial advisor’s, consultant’s or other similar fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Company.

SECTION 3.23 Books and Records. The minute books and stock record books of the Company, all of which have been made available to Parent, are complete and correct in all material respects and have been maintained in accordance with sound business practices. The minute books of the Company contain accurate and complete records of all regular and special meetings, and actions taken by written consent of, any of the Stockholders, the board of directors (or similar governing body, as applicable) of the Company and each of its Subsidiaries and any committees thereof, and no meeting, or action taken by written consent, of any such Stockholders, the board of directors (or similar governing body) or committee has been held for which minutes have not been prepared and are not contained in such minute books. At the Closing, all of those books and records will be in the possession of the Company.

SECTION 3.24 Customers and Vendors.

(a) Schedule 3.24(a) of the Company Disclosure Schedule sets forth (i) the forty (40) largest Customers of the Company for the twelve-month period ending on December 31, 2019 (the “Top Customers”), and (ii) the top ten (10) suppliers (based on expenditures for the twelve (12) months ended December 31, 2019) of services or products to the Company and its Subsidiaries (the “Top Vendors”), and the total purchases by the Company from each such Top Vendor during such period.

(b) Since December 31, 2019, there has not been any material adverse change in the business relationship of the Company or any of its Subsidiaries with any Top Customer or Top Vendor or any change or development that is reasonably likely to give rise to any such material adverse change,

and neither the Company nor any of its Subsidiaries has received any written or oral communication or notice from any such Top Customer or Top Vendor to the effect that, or otherwise has knowledge that, any such Top Customer or Top Vendor (i) has changed, modified, amended or reduced, or is reasonably likely to change, modify, amend or reduce, its business relationship with the Company or any of its Subsidiaries in a manner that is, or is reasonably likely to be, materially adverse to the Company or any of its Subsidiaries, or (ii) will fail to perform, or is reasonably likely to fail to perform, its obligations under any Contract with the Company or any of its Subsidiaries in any manner that is, or is reasonably likely to be, materially adverse to the Company or any of its Subsidiaries.

(c) The Company has made available to Parent true and complete copies of the standard form of Customer Agreement used by the Company in conducting its business.

(d) The Company does not provide merchant acquiring services.

SECTION 3.25 Anti-Money Laundering. The Company maintains a written anti-money laundering program (the “AML Program”), a true and complete copy of which has been provided to Parent. The AML Program includes policies, procedures and controls designed to detect, prevent, or report (each as the case may be) acts that could constitute one or more offenses that qualify as money laundering under the Laws of the United States (“Money Laundering Laws”). The AML Program complies in all material respects with all anti-money laundering requirements set forth in the Company’s Contracts with Banks, and since January 1, 2018, the Company has not been notified by any Bank with a Contract with the Company that the AML Program does not comply with the terms of such Contract or any applicable Bank policies and procedures. The Company’s services to Customers under each Customer Agreement are provided in compliance with the requirements of the AML Program.

SECTION 3.26 Independent Investigation; No Other Representations and Warranties. Company and the Equityholders have conducted their own independent investigation, review and analysis of the business, results of operations, prospects, condition (financial or otherwise) or assets of Parent, Merger Sub and Merger Sub II, and acknowledge that they have been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of Parent, Merger Sub and Merger Sub II for such purpose. Company and the Equityholders acknowledge and agree that (a) in making its decision to enter into this Agreement and any Additional Agreements and to consummate the transactions contemplated hereby and thereby, Company and the Equityholders have relied solely upon their own investigation and the express representations and warranties set forth in Article IV of this Agreement (including the related portions of the Parent Disclosure Schedule) and in the Additional Agreements and (b) specifically disclaim that it, he or she is relying upon or has relied upon any other representations or warranties that may have been made by Parent, Merger Sub, Merger Sub II or any other Person, and acknowledges and agrees that Parent has specifically disclaimed and does hereby specifically disclaim any such other representation made by Parent, Merger Sub, Merger Sub II or any other Person, except as expressly set forth in Article IV of this Agreement (including the related portions of the Parent Disclosure Schedule) or in any Additional Agreements. Notwithstanding the foregoing, nothing in this Section 3.26 shall limit the remedies available to Parent, Merger Sub, and Merger Sub II in the event of Fraud. Except for the representations and warranties of the Company contained in this Article III (including the related portions of the Company Disclosure Schedule) or in any Additional Agreement to which the Company is a party, the Company has not made and does not make any other express or implied representation or warranty, either written or oral, on behalf of the Company.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF

PARENT, MERGER SUB, AND MERGER SUB II

For the purposes of the representations and warranties in this Article IV (other than those in Section 4.02, Section 4.03, and Section 4.04), the term “Parent” shall include the Subsidiaries of Parent (other than Merger Sub and Merger Sub II), unless otherwise noted herein. Except to the extent expressly disclosed in the corresponding section of the Parent Disclosure Schedule, each of Parent, Merger Sub, and Merger Sub II hereby represents and warrants to the Company, as of the date hereof and as of the Closing Date, as follows:

SECTION 4.01 Organization, Good Standing and Qualification. Parent and each of its Subsidiaries is duly organized, validly existing and in good standing (or equivalent status) under the Laws of the jurisdiction of its incorporation or organization and has requisite corporate, partnership, limited liability company or other company (as the case may be) power and authority necessary to own, lease and operate its properties, rights or assets and to carry on its business as now being conducted. Parent and each of its Subsidiaries is duly qualified and/or licensed to do business and is in good standing (or equivalent status) in each jurisdiction in which the nature of its business or the ownership or leasing of its properties, rights or assets makes such qualification or licensing necessary, except in such jurisdictions where the failure to be so duly qualified and/or licensed to do business and in good standing (or equivalent status) would not reasonably be expected to have a Parent Material Adverse Effect. Parent has made available to the Company complete and correct copies of the Parent Existing Charter and all other Organizational Documents of Parent.

SECTION 4.02 Capitalization.

(a) The authorized capital stock of Parent consists, or will consist, immediately prior to the Closing (after giving effect to the filing of the Parent New Charter), of:

(i) 307,342,666 shares of Parent Preferred Stock, of which 19,687,500 shares have been designated Parent Series A Preferred Stock, 19,687,500 of which are issued and outstanding as of the date hereof, 37,252,051 shares have been designated Parent Series B Preferred Stock, 37,252,051 of which are issued and outstanding as of the date hereof, 2,209,991 shares have been designated Parent Series C Preferred Stock, 2,038,643 of which are issued and outstanding as of the date hereof, 23,411,503 shares have been designated Parent Series D Preferred Stock, 23,411,503 of which are issued and outstanding as of the date hereof, 24,483,290 shares have been designated Parent Series E Preferred Stock, 24,483,290 of which are issued and outstanding as of the date hereof, 63,386,220 shares have been designated Parent Series F Preferred Stock, 63,386,220 of which are issued and outstanding as of the date hereof, 29,096,495 shares have been designated Parent Series G Preferred Stock, 29,096,489 of which are issued and outstanding as of the date hereof, 50,815,616 shares have been designated Parent Series H Preferred Stock, 16,224,534 of which are issued and outstanding as of the date hereof, and 57,000,000 shares have been designated as Parent Series H-1 Preferred Stock, none of which are issued and outstanding as of the date hereof and as of immediately prior to the Closing;

(ii) 4,500,000 shares of Parent Redeemable Preferred Stock, of which 4,500,000 shares have been designated Parent Series 1 Preferred Stock, 3,234,000 of which are issued and outstanding as of the date hereof;

(iii) 447,815,616 shares of Parent Common Stock, 38,394,782 shares of which are issued and outstanding as of the date hereof; and

(iv) 5,000,000 shares of Parent Non-Voting Common Stock, 1,380,852 shares of which are issued and outstanding as of the date hereof.

(b) As of the date hereof, the rights, preferences and privileges of the Parent Preferred Stock are as stated in the Parent Existing Charter. All of the outstanding shares of Parent Preferred Stock and Parent Common Stock have been duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable federal and state securities laws.

(c) Parent has reserved (i) 88,426,267 shares of Parent Common Stock for issuance pursuant to its Parent 2011 Stock Plan duly adopted by the board of directors of Parent and approved by the holders of outstanding voting stock of Parent (the “Parent 2011 Stock Plan”); and (ii) 35,000 shares of Parent Common Stock for issuance pursuant to the 2012 Zenbanx Stock Plan (the “Parent 2012 Zenbanx Plan”). Of such reserved shares of Parent Common Stock pursuant to the Parent 2011 Stock Plan, 20,052,769 shares have been issued pursuant to restricted stock purchase agreements or the exercise of Parent 2011 Stock Plan options (net of repurchases), options to purchase 34,027,914 shares of Parent Common Stock have been granted and are outstanding (the “Parent 2011 Stock Plan Options”), and 32,957,985 shares of Parent Common Stock remain available for issuance pursuant to the Parent 2011 Stock Plan, in each case as of the date hereof. Of such reserved shares of Parent Common Stock pursuant to the Parent 2012 Zenbanx Plan, options to purchase 30,184 shares of Parent Common Stock have been granted and are outstanding (the “Parent 2012 Zenbanx Plan Options,” and together with the Parent 2011 Stock Plan Options, the “Parent Stock Options”) and 4,816 shares of Parent Common Stock remain available for issuance pursuant to the Parent 2012 Zenbanx Plan, in each case as of the date hereof. All Parent Stock Options have been appropriately authorized by the board of directors of Parent or an appropriate committee thereof, and, if required, approved by stockholders by the necessary number of votes or written consent, including approval of the option exercise price or the methodology for determining the Parent Stock Option exercise price and the substantive option terms. Each Parent Stock Option intended to qualify as an “incentive stock option” under Section 422 of the Code so qualifies, to the maximum extent permitted by the Law. No Parent Stock Option has been retroactively granted, or the exercise price of any Parent Stock Option determined retroactively. No Parent Stock Option or other right to acquire Parent Common Stock or other equity of any Person employed by Parent (A) has an exercise price that is or could be less than the fair market value of a share of the underlying stock as of the date such Parent Stock Option or right was granted as determined in accordance with Section 409A of the Code, (B) had or has any feature providing for the deferral of compensation other than the deferral of recognition of income until the later of (x) exercise or disposition of such Parent Stock Option or right or (y) the time the stock acquired pursuant to the exercise of Parent Stock Option or right first becomes substantially vested, or (C) has been granted with respect to any class of stock of any Person employed by Parent that is not “service recipient stock” (within the meaning of Section 409A of the Code), in the case of (A) in this sentence, that would have, or be reasonably expected to result in, a Parent Material Adverse Effect.

(d) Except for the conversion privileges of the Parent Preferred Stock (other than the Parent Series 1 Preferred Stock), the Parent Non-Voting Common Stock and the Parent Stock Options, and except as contemplated by this Agreement and as set forth in the Parent Investors’ Rights Agreement, there are no outstanding options, warrants (each, a “Parent Warrant”), rights (including conversion or preemptive rights and rights of first refusal or similar rights) or agreements, orally or in writing, for the purchase or acquisition from Parent of any shares of its capital stock.

(e) Schedule 4.02(e) of the Parent Disclosure Schedule sets forth the name and jurisdiction of organization of each Subsidiary of Parent as of the date hereof. All of the outstanding shares of capital stock of each Subsidiary of Parent that is a corporation have been duly authorized and validly issued and are fully paid and nonassessable, and were not issued in violation of any preemptive rights of any current or former holder of Equity Interests of Parent, or in breach of any Contract to which Parent, any of its Subsidiaries is or was a party. All of the outstanding shares of capital stock and other Equity Interests of each Subsidiary of Parent are owned by Parent, by one or more Subsidiaries of Parent or by Parent and one or more Subsidiaries of Parent, in each case as indicated on Schedule 4.02(e) of the Parent Disclosure Schedule, free and clear of all Liens. Schedule 4.02(e) of the Parent Disclosure Schedule sets forth the name, jurisdiction of organization and Parent’s percentage ownership of any and all Persons (other than Subsidiaries) of which Parent directly or indirectly owns an Equity Interest, or an interest convertible into or exchangeable or exercisable for an Equity Interest. Except for the capital stock and other ownership interests of the Subsidiaries listed in Schedule 4.02(e) of the Parent Disclosure Schedule, Parent does not own, directly or indirectly, any capital stock, interest convertible into or exchangeable or exercisable for an Equity Interest or other Equity Interests in any corporation, partnership, joint venture, limited liability company or other entity.

SECTION 4.03 Authority.

(a) The board of directors of Parent, by resolutions duly adopted at a meeting, and not subsequently rescinded or modified in any way, has, as of the date hereof (i) determined that this Agreement and the transactions contemplated hereby, including the Mergers, are fair to, and in the best interests of, the stockholders of Parent, and (ii) approved and declared advisable the “agreement of merger” (as such term is used in Section 251 of the DGCL) contained in this Agreement and the transactions contemplated by this Agreement, including the Mergers, in accordance with the DGCL, (iii) if required under the Parent Existing Charter or any Parent Equity Agreement, directed that the “agreement of merger” contained in this Agreement be submitted to the stockholders of Parent for adoption, resolved to recommend that the stockholders of Parent adopt the “agreement of merger” set forth in this Agreement and directed the officers of Parent to solicit the written consent of the stockholders of Parent to such matter.

(b) Without in any way limiting Section 4.03(a), each of Parent, Merger Sub and Merger Sub II has the corporate power and authority to execute and deliver this Agreement and the Additional Agreements to which each of them is a party and to perform each of their obligations hereunder and thereunder. The board of directors of each of Parent, Merger Sub and Merger Sub II has duly and validly approved this Agreement and the Additional Agreements to which each of them is a party and the performance by each of them of the transactions contemplated hereby and thereby. No other corporate proceedings on the part of Parent, Merger Sub or Merger Sub II are necessary to authorize this Agreement or the Additional Agreements to which either Parent, Merger Sub, or Merger Sub II is a party or to consummate the transactions contemplated hereby or thereby. This Agreement and

the Additional Agreements have been (or will be) duly executed and delivered by Parent, Merger Sub, and Merger Sub II and constitute the legal and, assuming this Agreement and the Additional Agreements constitute the valid and binding agreements of the other parties thereto, valid and binding agreements of Parent, Merger Sub, and Merger Sub II, enforceable against Parent, Merger Sub, Merger Sub II in accordance with their terms, except that the enforcement hereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereinafter in effect relating to creditors’ rights generally and (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).

SECTION 4.04 Valid Issuance of Securities. As of the Closing Date, the shares of Series H-1 Preferred Stock issued in accordance with the terms of this Agreement will be duly and validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under the Parent New Charter, this Agreement or any of the Additional Agreements, applicable state and federal securities laws and liens or encumbrances. Based in part upon the representations of the Company in Article III and subject to the provisions of Section 2.07 and the delivery of Accredited Investor Certifications, the shares of Series H-1 Preferred Stock will be issued in compliance with all applicable federal and state securities laws. Based in part upon the representations of the Company in Article III and subject to the provisions of Section 2.07 and the delivery of Accredited Investor Certifications, the Parent Common Stock issuable upon conversion of the Series H-1 Preferred Stock will be issued in compliance with all applicable federal and state securities laws and will be duly and validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under the Restated Certificate or any of the Parent Equity Agreements, applicable state and federal securities laws and liens or encumbrances created by or imposed by a holder of such Series H-1 Preferred Stock.

SECTION 4.05 Governmental Consents and Filings. Assuming the accuracy of the representations made by the Company in Article III, and except as provided in Article V, no consent, approval, notice, order or authorization of, or registration, qualification, designation, declaration or filing with, any Governmental Authority or any other federal, state, local or foreign governmental authority is required on the part of the Parent or any of its Subsidiaries or any officer, employee, agent, or representative of the Parent in connection with the consummation of the transactions contemplated by this Agreement or the Additional Agreements, except for filings pursuant to applicable state securities or lending laws, Regulation D of the Securities Act and, if applicable, the Antitrust Laws.

SECTION 4.06 No “Bad Actor” Disqualification. Parent has exercised reasonable care, in accordance with Securities and Exchange Commission (“SEC”) rules and guidance, to determine whether any Covered Person (as defined below) is subject to any of the “bad actor” disqualifications described in Rule 506(d)(1)(i) through (viii) under the Securities Act (“Disqualification Events”). To Parent’s knowledge, no Covered Person is subject to a Disqualification Event, except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) under the Securities Act. Parent has complied, to the extent applicable, with any disclosure obligations under Rule 506(e) under the Securities Act. “Covered Persons” are those persons specified in Rule 506(d)(1) under the Securities Act, including Parent; any predecessor or affiliate of Parent; any director, executive officer, other officer participating in the offering, general partner or managing member of Parent; any beneficial owner of 20% or more of Parent’s outstanding voting equity securities, calculated on the basis of voting power; any promoter (as defined in Rule 405 under the Securities Act) connected with Parent in any capacity at the time of the issuance of the Stock Consideration; and any person that has been or will be paid (directly or

indirectly) remuneration for solicitation of purchasers in connection with the issuance of the Stock Consideration (a “Solicitor”), any general partner or managing member of any Solicitor, and any director, executive officer or other officer participating in the offering of any Solicitor or general partner or managing member of any such Solicitor.

SECTION 4.07 Litigation. There is no Legal Proceeding pending or, to Parent’s knowledge, currently threatened as of the date hereof (a) against Parent that questions the validity of Parent’s Organizational Documents or this Agreement or the Additional Agreements, or the right of Parent to enter into them, or to consummate the transactions contemplated hereby or thereby or (b) against Parent or its properties that (i) involves claims for damages that are or could aggregate to an amount in excess of $500,000, (ii) seeks to enjoin or restrict the business of Parent or material aspects of it, (iii) involves the capital stock of Parent, (iv) asserts the violation, infringement or misappropriation of the Parent IP, (v) relates to the prior employment of any employees or consultants of Parent or their alleged use of any confidential or proprietary information, technology or Intellectual Property, or (vi) without limiting the generality of the foregoing, could subject to Parent or any of its officers, directors or employees, directly or indirectly, to any action, fine, penalty, finding, suspension, revocation, directive or settlement involving any Governmental Authority in any way related to Parent’s business, operations, undertakings or agreements. Neither Parent nor, to Parent’s knowledge, any of its officers, directors, or employees is a party or is named as subject to the provisions of any order, writ, injunction, suspension, revocation, judgment or decree of any court or Government Authority in any way related to Parent’s business, operations, undertakings or agreements. As of the date of the Agreement, there is no action, suit, proceeding, material dispute or investigation by Parent which Parent intends to initiate.

SECTION 4.08 Parent IP.

(a) To the knowledge of Parent, with respect to Patents and Trademarks only (but without having conducted any special investigation or patent or trademark search), Parent and each of its Subsidiaries, respectively, owns or possesses sufficient legal rights to all Intellectual Property necessary for its business without any conflict with, or infringement, misappropriation or violation of, the rights of others. There are no outstanding options, licenses, or agreements of any kind relating to the foregoing, nor is Parent bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property of any other person or entity, other than with respect to commercially available software products under standard end-user object code license agreements. Parent has not received any communications alleging that Parent has infringed or violated or, by conducting its business, would infringe or violate any of Intellectual Property of any other person or entity. To the knowledge of Parent, no Parent employee is obligated under any Contract (including licenses, covenants, instruments or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the use of such employee’s best efforts to promote the interest of Parent or that would conflict with Parent’s business. Neither the execution or delivery of this Agreement, nor the carrying on of Parent’s business by the employees of Parent, nor the conduct of Parent’s business as proposed, will, to the knowledge of Parent, conflict with or result in a breach of the terms, conditions, or provisions of, or constitute a default under, any Contract, license, covenant, commitment, agreement or instrument under which any such employee is now obligated. The conduct of Parent’s business does not make use of any inventions of any of its employees (or persons it currently intends to hire) made prior to their employment by Parent that are not assigned or licensed to Parent.

(b) Parent has taken reasonable measures to maintain the confidentiality and value of all trade secrets and confidential information, including confidential information of third parties in Parent’s possession or control, used or held for use in connection with the operation of Parent’s business as now conducted or presently proposed to be conducted. No material confidential information, trade secrets or other proprietary information of Parent have been disclosed by Parent to (or to the knowledge of Parent accessed by) any third party except pursuant to a valid and appropriate non-disclosure and/or license agreement (containing appropriate confidentiality obligations) that to Parent’s knowledge has not been breached.

(c) The computer systems, Data processing systems, facilities and services used by or for Parent and its Subsidiaries, including all Software, Technology, networks, communications facilities, platforms, and related systems and services (collectively, “Parent Systems”), are reasonably adequate and sufficient for the needs and operations of the business of Parent. Parent has taken reasonable measures to preserve and maintain the performance, continuous operation, security and integrity of Parent Systems and all Software, information and Parent Data. Parent has taken commercially reasonable steps to provide for the remote site back up of Parent Data and information critical to Parent (including such data and information that is stored on magnetic or optical media in the ordinary course of business) in a commercially reasonable attempt to avoid material disruption or interruption to the business of Parent. During the two (2) year period prior to the date of this Agreement, there has been no unauthorized access to or use of any such Parent Systems (or any unauthorized access to, use or disclosure of Software, information or Parent Data collected, held or managed by the Parent). With respect to any protected financial information or Personal Data, Parent has complied in all material respects with all applicable Laws including Privacy Laws and all internal and posted policies relating to the collection, use, transmission, transfer (including cross-border transfer), disclosure, protection, security, or confidentiality of such information or Personal Data. To Parent’s knowledge, the material, proprietary Parent Software does not incorporate or interact with any “open source” or similar Software in any manner that would require Parent to license, distribute or offer to make available its proprietary source code in connection with the licensing, distribution or conveyance of such Software.

SECTION 4.09 Compliance with Other Instruments and Law. Parent is not in violation or default (i) of any provisions of Parent’s Organizational Documents, (ii) of any judgment, order, writ, or decree to which it is subject, (iii) in any material respect under any note, indenture, mortgage, lease, agreement, Contract or purchase order to which it is a party or by which it is bound or (iv) in any material respect of any Law applicable to Parent. The execution, delivery and performance of this Agreement and the Additional Agreements and the consummation of the transactions contemplated hereby or thereby will not result in (i) any violation or be in conflict with any provision of any Organizational Document of Parent, Merger Sub, or Merger Sub II, or (ii) result in a breach of, or constitute, with or without the passage of time and giving of notice, a default (or give rise to any right of termination, modification, amendment, cancellation, suspension, revocation or acceleration) under any terms, conditions or provisions of any instrument, judgment, order, writ, decree, Law or Contract to which Parent or any of its Subsidiaries is a party or an event which results in the creation of any Lien upon any assets of Parent.

SECTION 4.10 Agreements; Actions.

(a) Other than (i) standard employee benefits generally made available to all employees, (ii) standard director and officer indemnification agreements approved by the board of

directors of Parent, and (iii) the purchase of shares of Parent’s capital stock and the issuance of options to purchase shares of the Parent Common Stock, in each instance, approved by the board of directors of Parent, there are no agreements, understandings or proposed transactions between Parent and any of its officers, directors, affiliates, or any affiliate thereof.

(b) Except for this Agreement and the Additional Agreements, there are no agreements, understandings, instruments, Contracts or proposed transactions to which Parent is a party or by which it is bound and entered into on or after January 1, 2019 that involve (i) obligations (contingent or otherwise) of, or payments to, Parent in excess of $300,000, in each case, other than loans made in the ordinary course of business, (ii) the license or granting of rights of any Parent IP to or from Parent (other than non-exclusive licenses for off-the-shelf software), or (iii) the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other person or affect Parent’s exclusive right to develop, manufacture, assemble, distribute, market or sell its products.

(c) Parent has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) since January 1, 2019 incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of $500,000, (iii) since January 1, 2019 made any loans or advances to any person, other than ordinary advances for travel expenses or loans otherwise made in the ordinary course of business, or (iv) since January 1, 2019 sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.

(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, Contracts and proposed transactions involving the same person or entity (including persons or entities Parent has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.

SECTION 4.11 No Conflict of Interest. Parent is not indebted, directly or indirectly, to any of its officers or directors or to any members of their respective immediate families, in any amount whatsoever other than in connection with expenses or advances of expenses incurred in the ordinary course of business or relocation expenses of employees. None of Parent’s officers or directors, or any members of their respective immediate families, are, directly or indirectly, indebted to Parent (other than in connection with purchases of Parent’s stock) or, to Parent’s knowledge, have any direct or indirect ownership interest in any firm or corporation with which Parent is affiliated or with which Parent has a business relationship, or any firm or corporation which competes with Parent except that officers, directors and/or holders of capital stock of Parent may own stock in (but not exceeding two percent of the outstanding capital stock of) any publicly traded company that may compete with Parent. To Parent’s knowledge, other than with respect to employment agreements or indemnification agreements in substantially the form provided to the Company or their counsel, none of Parent’s officers or directors or any members of their immediate families are, directly or indirectly, interested in any material Contract with Parent. Parent is not a guarantor or indemnitor of any indebtedness of any other person, firm or corporation.

SECTION 4.12 Rights of Registration and Voting Rights. Except as provided in the Parent Investors’ Rights Agreement and the Parent Warrants, Parent is not under any obligation to register under the Securities Act any of its currently outstanding securities or any securities issuable upon exercise or conversion of its currently outstanding securities. To Parent’s knowledge, except as

contemplated in the Parent Voting Agreement, no holder of capital stock of Parent has entered into any agreements with respect to the voting of capital shares of Parent.

SECTION 4.13 Title to Property and Assets. Parent owns its property, rights and assets free and clear of all Liens, except for statutory liens for the payment of current taxes that are not yet delinquent and encumbrances and liens that arise in the ordinary course of business and do not materially impair Parent’s ownership or use of such property or assets. With respect to the property, rights and assets it leases or licenses, as of the date hereof, Parent is in compliance in all material respects with such leases and licenses and, to its knowledge, holds a valid leasehold or licensed interest free of any Liens other than to the lessors or licensors of such property, rights or assets.

SECTION 4.14 Financial Statements. Parent has made available to the Company true and correct copies of the following financial statements: (a) the audited consolidated balance sheets and the related audited statements of income and cash flows for the fiscal years ended December 31, 2017 and December 31, 2018 (the “Parent Audited Financial Statements”), and (b) the unaudited consolidated balance sheet for the twelve (12) months ended December 31, 2019 and for the two months ended February 29, 2020 and the related statements of income and cash flow of Parent for the twelve (12) month period and two (2) month period ended on such dates (the “Parent Unaudited Financial Statements” and, collectively with the Audited Financial Statements, the “Parent Financial Statements”, and December 31, 2019, the “Most Recent Parent Balance Sheet Date”). Each of the Parent Audited Financial Statements and the Parent Unaudited Financial Statements (i) presents fairly the financial position of Parent and its Subsidiaries and the results of operations of Parent and its Subsidiaries as of the respective dates thereof and for the periods covered thereby in all material respects and (ii) was prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, subject, in the case of the Parent Unaudited Financial Statements, to the absence of footnotes and to normal year-end adjustments and other adjustments as noted therein. Since the Most Recent Parent Balance Sheet Date through the date hereof, there have been no material changes in the accounting policies of Parent or its Subsidiaries and no revaluation of any properties or assets of Parent or any of its Subsidiaries. Since December 31, 2016, Parent has not received notice or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, written or oral, regarding the accounting or auditing practices, or internal procedures or accounting controls, methodologies or methods of Parent, including any written complaint, allegation, assertion or claim that Parent has engaged in any questionable accounting or auditing practice, or regarding any violation of the securities laws.

SECTION 4.15 Absence of Undisclosed Liabilities. Except as expressly permitted by this Agreement or set forth on Schedule 4.15 of the Parent Disclosure Schedule, neither Parent nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), other than (a) liabilities incurred in the ordinary course of business subsequent to the Most Recent Parent Balance Sheet Date and (b) obligations under Contracts and commitments incurred in the ordinary course of business and not arising as a result of any breach or default of such Contract, which, in both cases, individually or in the aggregate are not material to the financial condition or operating results of the Company.

SECTION 4.16 Changes. Except as set forth in Schedule 4.16 of the Parent Disclosure Schedule, since the Most Recent Parent Balance Sheet Date there has not been any material adverse change in the assets, liabilities, financial condition or operating results of Parent from that

reflected in the Parent Financial Statements, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect.

SECTION 4.17 Employee Benefit Plans. Schedule 4.17 of the Parent Disclosure Schedule sets forth all employee benefit plans maintained, established or sponsored by Parent, or in or to which Parent participates or contributes, which are subject to the Employee Retirement Income Security Act of 1974, as amended. Parent has no material liabilities existing under or in connection with any such employee benefit plan and each such employee benefit plan has been established and administered in all material respects in accordance with its terms, and in material compliance with the applicable provisions of Laws except where failure to be in compliance would not, either individually or in the aggregate, reasonably be expected to result in a Parent Material Adverse Effect.

SECTION 4.18 Tax Matters; Tax Returns, Payments and Elections.

(a) As of the Closing Date, Parent has not taken or agreed to take any action, and does not have any reason to believe that any conditions exist with respect to Parent that would reasonably be expected to prevent or impede the Mergers from qualifying as a reorganization within the meaning of Section 368(a) of the Code. Neither Parent nor any member of a Relevant Group has any plan or intention to reacquire any of the shares of Series H-1 Preferred Stock (except as may be reacquired in the course of Parent’s regular historic reacquisitions of Parent Series H-1 Preferred Stock). Parent plans to continue the historic business of the Company in a manner consistent with the provisions of Treasury Regulation Section 1.368-1(d). Merger Sub II has at all times since formation been wholly owned by Parent and treated as a disregarded entity, and no election has or will be made to treat Merger Sub II as an association taxable as a corporation, for federal, state or local income tax purposes.

(b) Except as set forth in Schedule 4.18 to the Parent Disclosure Schedule, Parent has filed all income and other material Tax Returns as required by Tax Law. These Tax Returns are true and correct in all material respects except to the extent that a reserve has been reflected on the Parent Financial Statements in accordance with GAAP. Parent has paid all material Taxes and other assessments due, except those contested by it in good faith that are listed in the Parent Disclosure Schedule and except to the extent that a reserve has been reflected on the Parent Financial Statements in accordance with GAAP. The provision for Taxes of Parent as shown in the Parent Financial Statements is adequate for Taxes due or accrued as of the date thereof. Parent has not elected pursuant to the Code, to be treated as a Subchapter S corporation pursuant to Section 1362(a) of the Code, nor has it made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation or amortization) that could have a Parent Material Adverse Effect. Except as set forth on Section 4.18(b) of the Parent Disclosure Schedule, Parent has not had any tax deficiency proposed or assessed against it for any period after December 31, 2015 that remains unpaid, and none of Parent’s federal income Tax Returns and none of its state income or franchise tax or sales or use tax returns for any period after December 31, 2015 is currently under audit by Governmental Authorities. Parent has withheld or collected from each payment made to each of its employees, independent contractors, creditors, stockholders and other third parties the amount of all Taxes (including, but not limited to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositories.

SECTION 4.19 Confidential Information and Invention Assignment Agreements. Each employee, consultant and officer of Parent has executed a written agreement with Parent regarding confidentiality, proprietary information and ownership of Parent IP substantially in the form or forms made available to the Company or their counsel. Parent is not aware that any of its employees, consultants or officers is in violation thereof.

SECTION 4.20 Governmental Authorizations. Parent and each of its Subsidiaries, officers, agents, representatives and employees: possesses, holds and has all franchises, consents, permits, licenses, approvals, bonds, deposits, authorizations, registrations, accreditations, certificates and similar authority required to be obtained or secured from any Governmental Authority in connection with the business and operations of Parent or such Subsidiary, as applicable, and the activities on behalf of Parent or such Subsidiary, as applicable, of any officer, employee, agent or representatives of any of them, which failure to hold or obtain would result in, or be reasonably expected to result in, a Parent Material Adverse Effect (collectively, “Governmental Authorizations”). Parent, Messrs. Anthony Noto and Robert Lavet and Ms. Michelle Gill, and to Parent’s knowledge, its other officers, agents, representatives and employees are not in default in any material respect under any of such Governmental Authorizations. The execution, delivery and performance of this Agreement and Additional Agreements and the consummation of the transactions contemplated herein and therein will not result in a violation of or be in conflict with or result in the suspension, revocation, impairment, limitation or forfeiture or nonrenewal of any Governmental Authorization applicable to Parent or any employee, agent, officer or representative of Parent.

SECTION 4.21 Severance Arrangement. Parent has not entered into any severance arrangements since January 1, 2019 with any employee that provides for a cash payment in excess of $75,000; provided, that Parent has entered into arrangements with service providers providing for acceleration of vesting of restricted stock or options issued to employees in connection with or following a change of control.

SECTION 4.22 Employment Agreements. The employment of each officer and employee of Parent is terminable at the will of Parent. To its knowledge, Parent has complied in all material respects with all applicable state and federal equal employment opportunity Laws and with other applicable Laws related to employment.

SECTION 4.23 Compliance with Applicable Laws.

(a) Parent and each of its Subsidiaries, officers, agents, representatives and employees has made or provided all declarations, notices, filings, statements and responses to Governmental Authorities necessary to conduct business and engage in activities on behalf of Parent in compliance with Laws in each jurisdiction where Parent and each Subsidiary conducts business or maintains any branch or business location. Parent and each of its Subsidiaries, officers, representatives, agents and employees (i) is in compliance with the terms, limitations, requirements and conditions of all such Governmental Authorizations, and (ii) are conducting and have conducted business and engaged in activities on behalf of Parent or such Subsidiary, as applicable, including, without limitation, solicitation, marketing, offering, closing, funding, transfer and sale of any consumer loans or consumer credit transactions, in each case in compliance with all applicable Laws, including without limitation Privacy Laws, in all material respects. All Governmental Authorizations are valid, in existence and in full force and effect and Parent, any Subsidiary or any of its officers, agents, representatives or employees have

received no notice nor been made aware of any circumstances that could be expected to impair, limit or cause any delay, modification, revocation or suspension of any such Governmental Authorization or give rise to the foregoing. Parent and each of its Subsidiaries has timely filed all reports, registrations, documents, filings statements and submissions, together with any amendments thereto, that are required to be filed with any Governmental Authority, and paid any fees due in connection therewith.

(b) The operations of Parent and its Subsidiaries have been conducted at all times in material compliance with applicable financial recordkeeping and reporting requirements of the Money Laundering Laws. None of Parent, any of its Subsidiaries or, to the knowledge of Parent, any director, officer, agent, employee or affiliate of Parent or any of its Subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”); and Parent or any of its Subsidiaries will not, directly or indirectly, use the funds of Parent or any Subsidiary to finance any activity of, or otherwise engage in a transaction with, any person currently subject to any U.S. sanctions administered by OFAC, unless such action is permitted by a general or specific license issued by OFAC.

(c) Neither Parent nor any of its Subsidiaries has received any notice of proceedings relating to the revocation or material modification of any Governmental Authorization, nor does Parent or any of its Subsidiaries have any information, directly or indirectly, that indicates or would reasonably indicate that it is or may be subject to any actual or threatened actions, proceedings, investigations or inquiries of any Governmental Authority (other than inspections or examinations in an ordinary course) with respect to its business activities in any jurisdiction where it conducts business, or any actual or possible violations of Laws.

(d) Each of Parent and its Subsidiaries has developed and implemented, and enforces, and at all times will continue to implement and enforce, written policies and procedures that are reasonably designed to assure compliance with state and federal Laws that apply to the Money Laundering Laws and OFAC requirements.

SECTION 4.24 Compliance with Parent Credit Facility, Parent Warehouse Facilities and Parent Securitization Documents. Except for the Parent Credit Facility and the Parent Warehouse Facilities, Parent has no outstanding indebtedness for borrowed money. Neither Parent nor any applicable Subsidiary is or has at any time been in default under the Parent Credit Facility that has not been remedied to the satisfaction of the administrative agent or the lenders under the Parent Credit Facility, or under any Parent Warehouse Facility that has not been remedied to the satisfaction of lenders or credit providers under the Parent Warehouse Facilities. No administrative agent or lender under the Parent Credit Facility has declined to fund or otherwise declined any borrowing request or request to issue, amend, renew or extend any letter of credit thereunder, and no lender or credit provider under the Parent Warehouse Facilities has declined to fund or otherwise declined any material number of credit transactions of Parent or any Subsidiary thereunder. Neither Parent nor any Subsidiary has been required to repurchase any loan originated by Parent (each, an “Underlying Loan”) by reason of noncompliance with the eligibility criteria under a Parent Securitization Document or for any other reason, nor has received notice of any such required repurchase, in each case other than in the ordinary course of business in accordance with the terms of such Underlying Loan and not attributable to any such noncompliance. Parent’s loan origination processes and procedures comply in all material respects with applicable Laws and with the requirements of the Parent Warehouse Facilities.

SECTION 4.25 Investment Company. Parent is not an investment company within the meaning of the Investment Company Act of 1940, as amended.

SECTION 4.26 Shell Company Status. Parent is not, and has never been, an issuer identified in Rule 144(i)(1) promulgated under the Securities Act.

SECTION 4.27 Section 83(b) Elections. To Parent’s knowledge, all individuals who have purchased unvested shares of the Parent Common Stock have timely filed elections under Section 83(b) of the Code and any analogous provisions of applicable state tax laws.

SECTION 4.28 No Claims for Breach of Representation or Warranty. As of the date hereof, Parent has not received any claims for indemnification from any current or former holder of the Parent Preferred Stock due to (i) the inaccuracy in or breach by Parent of any of its representations or warranties or (ii) the non-performance and/or breach by Parent of any of its covenants, in each case contained in any agreement for the purchase and sale of any series of the Parent Preferred Stock.

SECTION 4.29 Brokers. Except for Goldman Sachs & Co. LLC and Citigroup Global Markets Inc., no broker, investment banker, financial advisor or other Person, is entitled to any broker’s, finder’s, financial advisor’s, consultant’s or other similar fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Parent.

SECTION 4.30 Independent Investigation; No Other Representations or Warranties. Parent 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. Parent acknowledges and agrees that (a) in making its decision to enter into this Agreement and any Additional Agreements and to consummate the transactions contemplated hereby and thereby, Parent has relied solely upon its own investigation and the express representations and warranties set forth in Article III of this Agreement (including the related portions of the Company Disclosure Schedule) and in the Additional Agreements and (b) specifically disclaims that it is relying upon or has relied upon any other representations or warranties that may have been made by the Company, the Equityholders or any other Person, and acknowledges and agrees that the Company has specifically disclaimed and does hereby specifically disclaim any such other representation made by the Company, the Equityholders or any other Person, except as expressly set forth in Article III of this Agreement (including the related portions of the Company Disclosure Schedule) or in any Additional Agreements. Notwithstanding the foregoing, nothing in this Section 4.33 shall limit the remedies available to the Company in the event of Fraud. Except for the representations and warranties of Parent, Merger Sub or Merger Sub II contained in this Article IV (including the related portions of the Parent Disclosure Schedule) or in any Additional Agreement to which Parent, Merger Sub or Merger Sub II, as applicable, is a party, Parent has not made and does not make any other express or implied representation or warranty, either written or oral, on behalf of Parent, Merger Sub or Merger Sub II.

ARTICLE V

COVENANTS

SECTION 5.01 Conduct of Business. Except (i) as set forth in Schedule 5.01, (ii) as required by Law or Contract, (iii) as required or contemplated by this Agreement or (iv) with the prior written consent of Parent, during the period from the date hereof to the earlier of the Closing and the date on which this Agreement is terminated in accordance with Article VIII, (x) the Company shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to (A) conduct its business in the ordinary course of business; (B) preserve intact its present business organization in all material respects; (C) preserve in all material respects its and their relationships with their respective sponsor financial institutions and payment processors; (D) maintain its existing operating and business expenses (including capital expenditures and marketing expenditures) within $1,000,000 of Adjusted Operating Budget, unless determined otherwise with the written consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed; and (E) keep available the services of its present senior officers and key employees; and (y) the Company shall not, and shall not permit any of its Subsidiaries to:

(a) amend or otherwise change its certificate of incorporation, by-laws or such other Organizational Documents of the Company or any of its Subsidiaries;

(b) issue, reissue, sell or pledge, or authorize or propose the issuance, reissuance, sale or pledge of, shares of capital stock or other Equity Interests or any securities convertible into shares of capital stock or other Equity Interests (other than upon exercise of Options granted under the Plans outstanding on the date hereof) of the Company or any of its Subsidiaries (except for transactions among the Company and its direct or indirect wholly owned Subsidiaries or among the Company’s direct or indirect wholly owned Subsidiaries), or grant or enter into any rights, warrants, options, agreements or commitments with respect to the issuance of such capital stock or convertible securities;

(c) grant, confer or award, any Options, convertible securities, convertible securities, restricted stock or other rights to acquire any of its or its Subsidiaries’ capital stock or other Equity Interests, whether settled in cash, Company Shares or other Equity Interests;

(d) declare, set aside or pay any dividend or other distribution of assets, whether in cash, stock or other Equity Interests or property or any combination thereof, in respect of any Equity Interests, in each case, other than dividends and distributions by a Subsidiary of the Company to the Company or a wholly owned Subsidiary of the Company or the payment of the Liquidation Preference to holders of the Company Preferred Stock;

(e) adjust, split, combine, redeem, repurchase, subdivide or reclassify any of its Equity Interests, as the case may be, including any option, warrant or right relating thereto;

(f) directly or indirectly sell, lease, license, sell and leaseback, abandon, allow to lapse, mortgage or otherwise encumber or subject to any Lien or otherwise dispose in whole or in part of any of its material properties, assets or rights (including any material Company Owned IP) or any interest therein, except, in each case, (i) sales, pledges, dispositions, transfers, abandonments, leases, licenses, lapses, expirations, or encumbrances required to be effected prior to the Effective Time

pursuant to existing Contracts that are not material to the Company and its Subsidiaries, taken as a whole, and (ii) Ordinary Course Licenses Out;

(g) fail to maintain, or allow to lapse, or abandon, including by failure to pay the required fees in any jurisdiction, any material Company IP Registrations or any Permits;

(h) (i) create, incur, assume, guarantee or otherwise become liable for, or cancel, forgive, prepay, amend or modify the terms of or refinance, any Indebtedness or Obligations related thereto, (ii) make any loans, advances or capital contributions to, or investments in, any other Person, other than (A) pursuant to inter-company arrangements among or between the Company and one or more of its wholly-owned Subsidiaries or among or between its wholly-owned Subsidiaries and (B) pursuant to agreements in effect prior to the execution of this Agreement that are Material Contracts set forth on Schedule 3.12 of the Company Disclosure Schedule, or (iii) cause or otherwise permit the aggregate Indebtedness described in clauses (a) through (g) of the definition of Indebtedness of the Company and its Subsidiaries, as determined in accordance with GAAP, to exceed the aggregate amount of Indebtedness described in clauses (a) through (g) of the definition of Indebtedness of the Company and its Subsidiaries as of January 31, 2020 as set forth in Section 3.06(b)(ii) hereof;

(i) change its fiscal year, or any of its financial or Tax accounting methods, principles or practices, except insofar as may have been required by a change in GAAP or applicable Law;

(j) except to the extent required under any written Plan as existing on or prior to December 1, 2019, (i) grant, enter into, amend, supplement or terminate any Contract related to employment, severance, termination or other Contract addressing any such matters or Plan (or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Plan if it were in existence as of the date of this Agreement), (ii) increase the compensation or benefits, or accelerate the vesting of any compensation or benefits, of any current or former employee, independent contractor, officer or director of the Company or any of its Subsidiaries, other than increases in base salary in the ordinary course of business consistent with past practice with respect to employees with a base salary less than $250,000, (iii) hire any employee with an annual base salary greater than $250,000 or, except with respect to employees with a base salary less than $250,000, promote, any employee (except that Parent shall reasonably consult with the Company in good faith with respect to granting or withholding its consent with respect to any hiring and promotion matters); (iv) terminate any employee, other than for “cause” in the ordinary course of business consistent with the Company’s policies, (v) grant any Equity Interests (including any Equity Interest-based compensation), including any Options, (vi) grant any severance, bonus, retention, change in control or similar benefits (other than Change in Control Payments set forth on Schedule 5.01(j) that have been or will be paid in full by the Company prior to the Closing), or (vii) with respect to any of the preceding clauses (i) through (iv), communicate any intention to take such action;

(k) enter into, adopt, amend or terminate any collective bargaining agreement;

(l) directly or indirectly acquire or agree to acquire (i) by merging or consolidating with, purchasing a substantial equity interest in or a substantial portion of the assets of, making an investment in or loan or capital contribution to or in any other manner, any corporation, partnership, limited liability company, association or other business organization or division thereof or (ii) any assets,

except, in each case, for (1) capital expenditures which shall be subject to the limitations of clause (n) below and (2) purchases of marketable securities by or on behalf of the Company or its Subsidiaries for cash management purposes in the ordinary course of business consistent with the Company’s investment management policy, and except in the case of clause (ii), acquisitions of inventory, products or services in the ordinary course of business;

(m) acquire or agree to acquire, directly or indirectly, in a single transaction or a series of related transactions, whether by merging or consolidating with, or by purchasing all or substantially all of the assets or equity securities of, or by any other manner, any Person;

(n) other than in accordance with the Company’s capital expenditure budget made available to Parent, make or agree to make any capital expenditure or expenditures that would exceed such budget, individually or in the aggregate by more than ten percent (10.0%), or make any gift or gratuitous payment;

(o) other than in accordance with the Company’s marketing expenditure budget made available to Parent, make or agree to make any marketing expenditure or expenditures that in the aggregate exceed the Company’s marketing and expenditure budget by more than ten percent (10.0%);

(p) settle or compromise any material liability for Taxes or surrender any material claim for a refund of Taxes; file any amended material Tax Return or claim for a material Tax refund; make, revoke or modify any material Tax election, or change the entity classification of any Subsidiary for U.S. federal tax purposes; file any material Tax Return other than in the ordinary course of business and on a basis consistent with past practice that would materially and adversely affect its Tax liability; consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of a material amount of Taxes; grant any power of attorney with respect to Taxes; enter into any Tax Sharing Agreement or any closing agreement or other similar agreement; or change any method of accounting for Tax purposes;

(q) enter into any Contract that would be a Material Contract if in effect on the date hereof (other than Ordinary Course Licenses Out or other customer Contracts entered into in the ordinary course of business), amend, cancel or terminate any Material Contract (or waive or assign any material right thereunder), other than renewals of existing Material Contracts in the ordinary course of business upon expiration thereof; provided, however, that such exceptions in this Section 5.01(q) shall not apply to the Material Contracts specified on Schedule 5.01(q) to this Agreement (the “Specified Contracts”) which, for the avoidance of doubt, may not be amended, modified, changed, cancelled or terminated in any respects;

(r) amend any privacy policies or the operation or security of any material Company Systems used in the business of the Company and its Subsidiaries, except in each case, in the ordinary course of business consistent with past practice or as may have been required by a change in applicable Law;

(s) commence any Legal Proceeding (other than a Legal Proceeding as a result of a Legal Proceeding commenced against the Company or any of its Subsidiaries), or pay, discharge, settle, compromise or satisfy any Legal Proceeding (including pending or threatened Legal Proceedings) other than any such payment, discharge, settlement, compromise or satisfaction of a claim solely for money

damages (and without imposition of any injunctive relief or other obligations) in an amount not to exceed $100,000 individually or $500,000 in the aggregate for all such payments, discharges, settlements, compromises or satisfactions;

(t) enter into any Contract with any Affiliate, other than Contracts (i) between or among the Company and one or more of its Subsidiaries or (ii) between or among its Subsidiaries;

(u) enter into any Related Party Contract; make any purchase of goods or services from, or enter into other transactions with any Equityholder or their respective Related Parties; or create any Lien over any asset of the Company or any of its Subsidiaries in favor of any Equityholder or their respective Related Parties;

(v) permit the Company or any of its Subsidiaries to dissolve, wind-up or liquidate; or

(w) enter into any agreement or otherwise agree, resolve or commit (in writing or otherwise) to have the Company or any of its Subsidiaries to take any of the foregoing actions.

SECTION 5.02 Control of Operations. Nothing contained in this Agreement shall give each of Parent, Merger Sub, or Merger Sub II, directly or indirectly, the right to control or direct the operations of the Company or any of its Subsidiaries prior to the Effective Time. Prior to the Effective Time, the Company and its Subsidiaries shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over their respective operations.

SECTION 5.03 Commercially Reasonable Efforts; Cooperation. From and after the date hereof, and through the earlier of the Closing and the date on which this Agreement is terminated in accordance with Article VIII, each of the parties hereto (other than the Stockholders’ Representative) shall, and the Company shall cause each of its Subsidiaries to, use its respective commercially reasonable efforts (unless, with respect to any action, another standard of performance is expressly provided for herein) to take, or cause to be taken all actions, and to do, or cause to be done all things, necessary, proper or advisable under applicable Laws (in addition to the obligations set forth in the first sentence of Section 5.05(c)) to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable, including satisfaction, but not waiver, of the conditions to Closing set forth in Article VI, including using commercially reasonable efforts to accomplish the following: (i) the obtaining of all other necessary consents, approvals or waivers from any third Persons, (ii) the defending of any lawsuits or other Legal Proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including the Mergers, performed or consummated by such party in accordance with the terms of this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed and (iii) the execution and delivery of any additional instruments reasonably necessary to consummate the Mergers and any other transactions to be performed or consummated by such party in accordance with the terms of this Agreement and to carry out fully the purposes of this Agreement.

SECTION 5.04 Consents. Without limiting the generality of Section 5.03 hereof, each of the parties hereto (other than the Stockholders’ Representative) shall use their commercially reasonable efforts to obtain all Consents of all Governmental Authorities and other Persons as may be necessary in connection with the consummation of the transactions contemplated by this Agreement

prior to the Closing, including as necessary for the Surviving Corporation and the Surviving Entity to continue the business of the Company and its Subsidiaries in the ordinary course of business consistent with the Company’s past practice and in compliance with all applicable Laws following the Closing and consummation of the Mergers. Notwithstanding the foregoing, and except to the extent otherwise provided herein, none of Parent, Merger Sub, Merger Sub II, the Company, any of their respective Subsidiaries or any holder of the Company Shares shall have any obligation to agree to amend or modify any Contract, sell any asset, or to pay any consideration to any third Person (other than filing fees payable to Governmental Authorities or fees expressly required to be paid by the party hereto (or its Subsidiaries) that is party to such a Contract in the event of a notice or request for review, consideration or grant of a consent to an assignment, merger or other change of control or the occurrence of such an event) for the purpose of obtaining any such Consent. Each of the parties hereto (other than the Stockholders’ Representative) shall timely make or cause to be made all filings and submissions under Laws and regulations applicable to such party as may be required for the consummation of the transactions contemplated by this Agreement. Each of the parties hereto (other than the Stockholders’ Representative) shall timely make or cause to be made all filings and submissions under Laws and regulations applicable to such party as may be required for the consummation of the transactions contemplated by this Agreement, and shall be responsible for any related cost, fee or expense it incurs in connection therewith, except to the extent otherwise provided in Section 5.05.

SECTION 5.05 Antitrust Notifications and Other Regulatory Approvals.

(a) Each of the Company, Parent, Merger Sub and Merger Sub II shall cooperate with each other and shall use their respective best efforts to prepare, file and not withdraw (i) required Notification and Report Forms under the HSR Act and the rules and regulations promulgated thereunder with the FTC and the DOJ, and (ii) notifications, filings, registrations, submissions or other materials required or necessary to obtain those consents of Governmental Authorities listed on Schedule 5.05(a) (the “Required Consents”), in each case, as soon as practicable following the date of this Agreement and in the case of clause (i), no later than the tenth (10th) Business Day following the date hereof. All filings made in connection with the foregoing sentence shall be made in substantial compliance with the requirements of applicable Antitrust Laws, including the HSR Act. Each of the Company, Parent, Merger Sub, and Merger Sub II shall make, and Parent shall cause its Affiliates to make, such other filings and submissions as are necessary, if any, in other jurisdictions in order to comply with all applicable Antitrust Laws and shall promptly provide any supplemental information or documentation requested by any Governmental Authority relating thereto. Each of Parent and the Company shall bear 50% of all costs, expenses and fees incurred or payable to any other Person in connection with complying with Section 5.05(a)(i), including filing fees under the Antitrust Laws, while all costs, expenses and fees incurred or payable to any other Person in connection with any other Required Consents pursuant to Section 5.05(a)(ii) shall be borne by the party hereto incurring such cost, fee or expense. Subject to the Confidentiality Agreement and applicable Laws, the parties hereto (other than the Stockholders’ Representative) shall, and Parent shall cause its Affiliates to, coordinate and cooperate fully and promptly with each other in exchanging such information and providing such assistance as the other parties may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods, including those under the Antitrust Laws.

(b) To the extent not prohibited by applicable Law, each party hereto (other than the Stockholders’ Representative) shall promptly notify and furnish the other parties hereto such necessary information and reasonable assistance as the other party hereto may reasonably request in connection

with the preparation of any required governmental filings or submissions and will cooperate in responding to any inquiry from a Governmental Authority, including (i) furnishing the other party copies of any filing such party or any of its Affiliates submits to any Governmental Authority; (ii) furnishing to the other party copies of any correspondence or communication between it or any of its Affiliates or any of their respective Representatives, on the one hand, and any Governmental Authority, on the other hand, in each case relating to the subject matter of this Section 5.05 or the transactions contemplated by this Agreement (and, in the case of any oral communication, a summary of such communication) and shall consult with and permit the other parties to review in advance any proposed filing and any written or oral communication or correspondence by such party to any Governmental Authority relating to the subject matter of this Section 5.05 or the transactions contemplated by this Agreement, and shall consider in good faith the views of such party in connection with any proposed filing and any written or oral communication or correspondence to any Governmental Authority, including the FTC and the DOJ, relating to the subject matter of this Section 5.05 or the transactions contemplated by this Agreement; and (iii) giving the other party the opportunity to attend and participate in any substantive meetings or discussions with any Governmental Authority, to the extent not prohibited by such Governmental Authority; provided, however, that to the extent any of the documents or information provided pursuant to this Section 5.05 are commercially or competitively sensitive, the Company, Parent, Merger Sub, or Merger Sub II, as the case may be, may satisfy its obligations by providing such documents or information to the other party’s outside counsel, with the understanding and agreement that such counsel shall not share such documents and information with its client; provided, further, that materials may also be redacted (x) to remove references concerning the valuation of the Company, (y) as necessary to comply with contractual arrangements, and (z) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns, to the extent that that such attorney-client or other privilege or confidentiality concerns are not governed by a common interest privilege or doctrine. No party hereto shall agree to, or permit any of its Affiliates or any of its or their respective Representatives to, participate in any meeting or discussion with any Governmental Authority in respect of any filings, investigation, inquiry or any other matter contemplated by this Section 5.05 or any transaction contemplated by this Agreement unless it consults with the other parties in advance and, to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and participate in such meeting or discussion.

(c) Notwithstanding anything in this Agreement to the contrary, Parent and the Company shall use their reasonable best efforts to obtain any consents, clearances or approvals required under or in connection with the HSR Act, the Sherman Act, as amended, the Clayton Act, as amended, the Federal Trade Commission Act, as amended, and any other applicable antitrust or competition law, regulation or decree designed or intended to prohibit, restrict or regulate actions or transactions having the purpose or effect of monopolization, restraint of trade or harm to competition (collectively, the “Antitrust Laws”), and to enable all waiting periods under any Antitrust Law to expire, and to avoid or eliminate each and every impediment under any Antitrust Law asserted by any Governmental Authority, in each case, to cause the Mergers and the other transactions contemplated hereby to occur as promptly as practicable following the date of this Agreement and, in any event, prior to the Termination Date (as it may be extended pursuant to Section 8.01(b)). Further, and for the avoidance of doubt, Parent will use its reasonable best efforts to ensure that (x) no requirement for any non-action by, or consent or approval of, any Governmental Authority with respect to any Antitrust Laws, (y) no decree, judgment, injunction, temporary restraining Order or any other Order in any Legal Proceeding with respect to any Antitrust Laws, and (z) no other matter relating to any Antitrust Laws would preclude consummation of the Mergers by the Termination Date; provided, that Parent, the Company and/or their respective

Subsidiaries shall not be required to take or agree to take any action to consummate a sale, divestiture or disposition of, or hold separate (through the establishment of a trust or otherwise), any assets, properties or businesses of Parent, the Company or any of their respective Subsidiaries. Notwithstanding anything to the contrary, nothing in this Section 5.05 or elsewhere in this Agreement shall require Parent to take or agree to take any action with respect to Parent or any of its Affiliates (including, after the Closing, the Surviving Entity), including selling, divesting, conveying, holding separate, or otherwise limiting its freedom of action with respect to any assets, rights, products, licenses, businesses, operations, or interest therein, of any such Affiliates (including, after the Closing, the Company and its Subsidiaries).

(d) From the date hereof through the date (i) of termination of the required waiting periods under the Antitrust Laws and (ii) on which the Required Consents are obtained, no party hereto shall knowingly take any action that would reasonably be expected to hinder or delay, as applicable, the obtaining of clearance or the expiration of the required waiting periods under the Antitrust Laws, or the obtaining of the Required Consents from the applicable Governmental Authorities.

(e) The parties hereto acknowledge and agree that the obligations set forth in this Section 5.05 shall be in addition to, and not in limitation of the generality of, the matters set forth in Section 5.03 and Section 5.04.

SECTION 5.06 Access to Information.

(a) Subject to the terms of the Confidentiality Agreement and applicable Laws, during the period from the execution and delivery of this Agreement by the parties hereto through the earlier of the Closing and the date on which this Agreement is terminated in accordance with Article VIII, the Company shall permit, and shall cause its Subsidiaries to permit, Parent and its advisors, accountants, attorneys and authorized Representatives to have reasonable access, in a manner not disruptive to the ordinary course operations of the business of the Company and its Subsidiaries, during normal business hours and upon reasonable notice, to the offices, facilities, assets, properties, management-level employees and books and records of the Company and its Subsidiaries, and shall furnish, or cause to be furnished, to Parent, such financial, tax and operating data and other information with respect to such entities and their respective offices, facilities, assets, properties, employees, businesses and operations as Parent shall from time to time reasonably request; provided, however, any such access shall be conducted in such a manner as not to interfere unreasonably with the operation of the Company’s business and shall be at the sole expense of Parent. If requested by Parent, the Company shall, after consultation with Parent, introduce Parent to Top Customers and Top Vendors of the Company and its Subsidiaries for the purpose of facilitating the post-Closing integration of the Company and the Subsidiaries and their businesses into that of Parent. All access and investigation pursuant to this Section 5.06 shall be conducted at Parent’s expense. Notwithstanding anything to the contrary contained herein or otherwise, neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would, in the reasonable judgment of the Company, be expected to (i) jeopardize the attorney-client privilege, work-product protection or other immunity or protection from disclosure of the Company or its Subsidiaries, (ii) contravene any Law, any Contract entered into prior to the date hereof or any other obligation of confidentiality, or (iii) result in the disclosure of competitively sensitive information; provided that the Company or its Subsidiaries, as applicable, will attempt in good faith to make such alternative arrangements as may be reasonably necessary to provide the relevant information in a way that would not risk waiver of such privilege, immunity or protection or contravene such Law or Contract or result in such disclosure. The Company

shall have the right to have one or more of its Representatives present at all times during any visits, examinations, discussions or contacts contemplated by this Section 5.06.

(b) The Company shall provide to Parent the audited consolidated balance sheets and the related audited statements of income and cash flows for the fiscal year ended December 31, 2019 (the “2019 Audited Financial Statements”) no later than five (5) days following the delivery of the independent audit report for the 2019 Audited Financial Statements to the Company Board (if delivered prior to the Closing). No later than thirty (30) days following the end of each calendar month prior to the Closing, the Company shall provide to Parent the unaudited consolidated balance sheet as of the end of the most recently completed calendar month and the related statements of income and cash flow of the Company for the period from the beginning of the Company’s then-current fiscal year until the end of such month.

(c) Parent shall, and shall cause the Surviving Entity to (in each case for so long as controlled by Parent after the Effective Time), preserve and keep the records held by them and the Subsidiaries of the Surviving Entity relating to the respective businesses of the Company and its Subsidiaries prior to the Effective Time for a period of seven (7) years from the Closing Date (or longer if required by applicable Law) and shall, subject to applicable Law, make such records (or copies) and reasonably appropriate personnel available, during normal business hours and upon reasonable advance notice, as may be reasonably required by any holder of Company Shares in connection with any insurance claims by, Legal Proceeding or Tax audits against, governmental investigations of, or compliance with legal requirements by, any holder of Company Shares or any of their respective Affiliates; provided, however, any such access shall be conducted in such a manner as not to interfere unreasonably with the operation of the business and shall be at the sole expense of the requesting Person.

(d) Without in any way limiting the foregoing, the Company agrees to provide to Parent or its Representatives upon request information related to any Person who is a holder of Company Shares, or the beneficial owners or trustees of any such Person that is not an individual, in order for Parent to consider whether such Person is an “accredited investor” as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act, and if such information is not in the possession of or otherwise available to the Company, to request such information from the applicable Person.

(e) Subject to the terms of the Confidentiality Agreement and applicable Laws, during the period from the execution and delivery of this Agreement by the parties hereto through the earlier of the Closing and the date on which this Agreement is terminated in accordance with Article VIII, Parent shall permit, and shall cause its Subsidiaries to permit, the Company and its advisors, accountants, attorneys and authorized Representatives to have reasonable access, in a manner not disruptive to the ordinary course operations of the business of Parent and its Subsidiaries, during normal business hours and upon reasonable notice, to the offices, facilities, assets, properties, management-level employees and books and records of Parent and its Subsidiaries, and shall furnish, or cause to be furnished, to the Company, such financial, tax and operating data and other information with respect to such entities and their respective offices, facilities, assets, properties, employees, businesses and operations as the Company shall from time to time reasonably request; provided, however, any such access shall be conducted in such a manner as not to interfere unreasonably with the operation of Parent’s and its Subsidiaries’ business and shall be at the sole expense of the Company. All access and investigation pursuant to this Section 5.06(e) shall be conducted at the Company’s expense.

Notwithstanding anything to the contrary contained herein or otherwise, neither Parent nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would, in the reasonable judgment of Parent, be expected to (i) jeopardize the attorney-client privilege, work-product protection or other immunity or protection from disclosure of Parent or its Subsidiaries, (ii) contravene any Law, any Contract entered into prior to the date hereof or any other obligation of confidentiality, or (iii) result in the disclosure of competitively sensitive information; provided that Parent or its Subsidiaries, as applicable, will attempt in good faith to make such alternative arrangements as may be reasonably necessary to provide the relevant information in a way that would not risk waiver of such privilege, immunity or protection or contravene such Law or Contract or result in such disclosure. Parent shall have the right to have one or more of its Representatives present at all times during any visits, examinations, discussions or contacts contemplated by this Section 5.06.

(f) The Company and Parent hereby agree that Section 9 of the Confidentiality Agreement is hereby amended and restated in its entirety to read as follows, effective upon the date of this Agreement: “The parties hereto agree that this Agreement shall remain in effect until the earlier of (a) December 30, 2022 or (b) the Closing Date (as such term is defined in any Agreement and Plan of Merger to which they are both party).”

(g) The parties hereto agree that the terms of the Confidentiality Agreement are incorporated by reference herein and shall continue in full force and effect in accordance with its terms until the Closing, provided, however that to the extent of any conflict between the provisions of this Agreement and the Confidentiality Agreement (including in respect of Section 9 of the Confidentiality Agreement), this Agreement shall control. If this Agreement is, for any reason, terminated prior to the Closing, the Confidentiality Agreement and the provisions of Section 5.06(f) shall nonetheless continue in full force and effect consistent with the terms of the Confidentiality Agreement as amended thereby.

SECTION 5.07 Public Statements. Except as required by applicable Law or the rules and regulations of any applicable stock exchange, in which event the parties hereto shall consult with each other in advance and provide the non-disclosing parties a reasonable opportunity to review and comment thereon to the extent not prohibited by applicable Law, no press release or other public announcement, statement or comment relating to the transactions contemplated by this Agreement shall be issued, made or permitted to be issued or made by any party to this Agreement or any of its Affiliates or Representatives without the prior written consent of the other parties hereto; provided, however, that (i) Parent or any holder of Company Shares or any Affiliate thereof may disclose (A) the transactions contemplated by this Agreement to their investors and (B) the consummation of the transactions contemplated hereby upon the Closing (but not, without the consent of the other parties hereto, price terms or the name of such other parties) on their websites and otherwise in the ordinary course of business and (ii) the Company and Parent may disclose the transactions contemplated hereby to their respective employees; provided that, in each case, such communication is consistent with prior communications of the Company previously agreed to by Parent and the Company. Notwithstanding anything in this Agreement or the Confidentiality Agreement to the contrary, following Closing, the Stockholders’ Representative shall be permitted to: (x) after the public announcement of the Mergers, publicly announce that it has been engaged to serve as the Stockholders’ Representative in connection with the Mergers as long as such announcement does not disclose any of the other terms of the Mergers or the other transactions contemplated herein; and (ii) disclose information as required by law or to employees, advisors, agents or consultants of the Stockholders’ Representative and to the Equityholders,

in each case who have a need to know such information, provided that such persons are subject to confidentiality obligations with respect thereto.

SECTION 5.08 Indemnification of Directors and Officers.

(a) Parent, Merger Sub, and Merger Sub II agree that all rights to exculpation, indemnification and advancement of expenses for acts or omissions occurring prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time (including in respect of any matters arising in connection with this Agreement and the transactions contemplated hereby), now existing in favor of the current or former directors, officers, or employees, as the case may be (each, a “D&O Indemnified Party”), of the Company or its Subsidiaries as provided in their respective certificate of incorporation, by-laws, or other equivalent governing documents or in any agreement shall survive the Mergers and shall continue in full force and effect. For a period of at least six (6) years after the Effective Time, Parent shall (and Parent shall cause the Surviving Entity to) indemnify, defend and hold harmless, and advance expenses to D&O Indemnified Parties with respect to all acts or omissions by them in their capacities as such at any time prior to the Effective Time (including any matters arising in connection with this Agreement or the transactions contemplated hereby), to the fullest extent that both (i) the Company or its Subsidiaries would be permitted by applicable Law and (ii) required by the Organizational Documents of the Company or its Subsidiaries, as applicable, as in effect on the date of this Agreement.

(b) Prior to the Closing, the Company shall obtain “tail” insurance policies with a claims period of at least six (6) years from the Effective Time with at least the same coverage and amount and containing terms and conditions that are not less advantageous to the directors and officers of the Company as the Company’s existing policies with respect to claims arising out of or relating to events which occurred before or at the Effective Time (including in connection with the transactions contemplated by this Agreement) (the “D&O Tail Policy”). The cost of the D&O Tail Policy shall be borne by the Company. During the term of the D&O Tail Policy, Parent shall not (and shall cause the Surviving Entity not to) take any action following the Closing to cause the D&O Tail Policy to be cancelled or any provision therein to be amended or waived; provided, that none of Parent or the Surviving Entity (the “D&O Indemnifying Parties”) or any Affiliate thereof shall be obligated to pay any premiums or other amounts in respect of such D&O Tail Policy.

(c) The obligations of the D&O Indemnifying Parties under this Section 5.08 shall survive the consummation of the Mergers and shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Party to whom this Section 5.08 applies without the consent of such affected D&O Indemnified Party (it being expressly agreed that the D&O Indemnified Parties to whom this Section 5.08 applies shall be third party beneficiaries of this Section 5.08, each of whom may enforce the provisions of this Section 5.08).

(d) In the event any D&O Indemnifying Party or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in either such case, proper provision shall be made so that the successors and assigns of the D&O Indemnifying Parties, as the case may be, shall assume all of the obligations set forth in this Section 5.08. The agreements and covenants contained herein shall not be deemed to be exclusive of any other rights to which any Indemnified Party is entitled, whether pursuant

to Law, Contract or otherwise. Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or its officers, directors and employees, it being understood and agreed that the indemnification provided for in this Section 5.08 is not prior to, or in substitution for, any such claims under any such policies.

SECTION 5.09 Employee Benefits.

(a) During the period commencing at the Closing Date and ending on the first (1st) anniversary of the Closing Date, Parent shall, or shall cause the Surviving Entity to provide (i) each continuing employee of the Company or its Subsidiaries with base salary or wage rate and annual target bonus opportunity at least equal to the base salary or wage rate and annual target bonus opportunity in effect with respect to such employee as of immediately prior to the Closing Date and (ii) continuing employees with substantially comparable other employee benefits (excluding equity, equity-based compensation, benefits under the Company 401(k) Plan, defined benefit pension or retiree benefits but including vacation time, health, welfare and fringe benefits) in the aggregate as those provided to employees of the Company and its Subsidiaries immediately prior to the Closing Date.

(b) Without limiting Section 5.09(a), during the one (1) year period commencing at the Closing Date, Parent shall cause the Surviving Entity to provide to each continuing employee of the Company or its Subsidiaries who experiences a termination of employment without cause, and who is not covered by an individual agreement providing for severance, cash severance benefits at least equivalent to the severance benefits such employee who would be entitled to upon such termination of employment under the severance policies of the Company and its Subsidiaries immediately prior to the Closing Date.

(c) From and after the Closing, Parent shall, or shall cause the Surviving Entity to, continue to honor, pay, perform and satisfy any and all liabilities, obligations and responsibilities to, or in respect of, each employee and officer of the Company and its Subsidiaries, and each former employee and officer of the Company and its Subsidiaries, as of the Closing arising under the terms of, or in connection with, any Plan disclosed in Schedule 5.09(c) in accordance with the terms thereof (including terms permitting the termination or amendment thereof).

(d) For purposes of eligibility, vesting, benefit accrual (other than benefit accrual under a defined benefit pension plan or retiree medical plan) and entitlement to benefits, including the determination of the level of vacation and severance pay benefits under the benefit and compensation plans, programs, agreements and arrangements of Parent, the Surviving Entity or any of their respective subsidiaries in which continuing employees are eligible to participate following the Closing (the “Parent Plans”), Parent and the Surviving Entity shall credit each such employee with his or her years of service with the Company, its Subsidiaries and any predecessor entities, to the same extent as such employee was entitled to credit for such service immediately prior to the Closing under any similar Plan, except where such crediting would result in duplication of benefits. Parent Plans shall not deny employees coverage on the basis of pre-existing conditions to the extent such conditions were waived or satisfied under similar Plans immediately prior to the Closing and shall credit such employees for any deductibles and out-of-pocket expenses paid prior to the Closing Date in the plan year containing the Closing Date in satisfying any deductibles and out-of-pocket expenses in such plan year.

(e) The parties hereto acknowledge and agree that all provisions contained in this Section 5.09 with respect to employees of the Company and its Subsidiaries are included for the sole benefit of the respective parties hereto and shall not create any right (i) in any other Person, including any employee, former employee or any participant or any beneficiary thereof in any Plan or Parent Plan, or (ii) to continued employment with the Company, any of its Subsidiaries, Parent or the Surviving Entity. After the Effective Time, nothing contained in this Section 5.09 is intended to be or shall be considered to be an amendment or adoption of any plan, program, agreement, arrangement or policy of the Company, any of its Subsidiaries, Parent or the Surviving Entity nor shall it interfere with Parent’s, the Surviving Entity’s or any of the Surviving Entity’s Subsidiaries’ right to amend, modify or terminate any Plan or Parent Plan (subject to the foregoing provisions of this Section 5.09) or to terminate the employment of any employee of the Company or its Subsidiaries for any reason; provided that the Surviving Entity and its Subsidiaries shall be subject to the provisions of Section 5.09(b).

(f) Unless Parent and the Company mutually agree that no 280G Stockholder Vote is necessary, as soon as reasonably practicable following the date hereof, but in no event later than five (5) days prior to the Closing Date, the Company will submit to a stockholder vote (in compliance with Section 280G(b)(5)(B) of the Code and the regulations thereunder) the right of any individual who is or could reasonably be expected to be, as of the Closing Date, a “disqualified individual” (as defined in Section 280G(c) of the Code) to receive payments and benefits that could be deemed a “parachute payment” (as defined in Section 280G(b)(2) of the Code), in a manner reasonably designed to cause the payments and benefits that would otherwise constitute a “parachute payment” to be exempt from the definition of “parachute payment” by reason of the exemption provided under Section 280G(b)(5)(B) of the Code (the “280G Stockholder Vote”). Prior to soliciting such 280G Stockholder Vote, Parent shall have a reasonable period of time to review and comment on all calculations, waivers, consents, disclosures, and other documents prepared in connection with the actions described in this Section 5.09(f), which comments the Company shall consider in good faith.

SECTION 5.10 Termination of Related Party Contracts and Plans.

(a) All Related Party Contracts, other than (a) the Contracts listed on Schedule5.10, (b) Contracts referred to in Section 3.11(a)(xx) or Section 5.08 and (c) Contracts solely between the Company and one or more of its Subsidiaries or between or among its Subsidiaries and referred to in Section 3.11(a)(v), shall be terminated as of the Closing Date, and all obligations and liabilities thereunder shall have been satisfied (except to the extent that any such agreement contains provisions which provide for the survival of such provisions following the termination of such agreement and are set forth on Schedule 5.10(a), in which case such provisions shall survive such termination in accordance with their respective terms), including all Change in Control Payments related thereto. Without in any way limiting the foregoing, the Company covenants and agrees that (i) any promissory notes that are Related Contracts or other promissory notes, loans or Contracts pursuant to which any current or former employees or other Representatives of the Company or any of its Subsidiaries or other current or former holders of any Options at any time owe or owed any amounts to the Company or any of its Subsidiaries (“Equityholder Loans”) shall have been paid or otherwise satisfied in full in accordance with their terms prior to the Closing Date consistent with applicable law and (ii) any expenses or other amounts advanced or otherwise loaned by the Company or any of its Subsidiaries to any Related Party repaid to the Company in full, in each case prior to the Closing Date and with written evidence thereof reasonably satisfactory to Parent delivered to Parent prior to such date.

(b) Prior to the Closing Date, the Company shall terminate: (i) the Company 401(k) Plan; and (ii) any other Plan requested by Parent at least five (5) Business Days prior to the Closing Date, unless, in the case of clause (a), Parent, in its sole and absolute discretion, provides the Company with written notice not to so terminate the 401(k) Plan at least three Business Days prior to the Closing Date. Any termination of the 401(k) Plan must be reflected in resolutions of the Company’s board of directors entered into and effective no later than the day before the Closing Date, and the termination of any other Company Plans must be on the timing specified by Parent. The Company shall deliver to Parent, prior to the Closing Date, evidence that the resolutions have been adopted and the foregoing actions have been taken (the form and substance of which resolutions shall be subject to prior review and approval of Parent at least three (3) Business Days (or such shorter period as applies between Parent’s notice of termination of a Plan and the Closing Date)) before action is taken).

SECTION 5.11 Closing Conditions. From the date hereof until the Closing, each party hereto (other than the Stockholders’ Representative) shall use its commercially reasonable efforts to take such actions as are necessary to expeditiously satisfy the closing conditions set forth in Article VI hereof that are within the control of such party or its controlled Affiliates.

SECTION 5.12 Tax Matters.

(a) Subject to this Section 5.12, Parent and the Company shall file, or cause to be filed, all federal, state, and local Tax Returns required to be filed by them or its respective Subsidiaries on or before the date such returns are due (including any extensions) and shall pay or cause to be paid all Taxes shown to be due on such Tax Returns on or before the date such payment is due. All agreements or arrangements the principal purpose of which is Tax sharing or allocation among the Company and its Subsidiaries shall be terminated as of the Effective Time.

(b) All transfer, documentary, sales, use, real property, stamp, registration and other similar Taxes, fees and costs (including any associated penalties and interest) (“Transfer Taxes”) incurred in connection with the Mergers, if any, shall be borne fifty percent (50%) by Parent and fifty percent (50%) by the Equityholders. Parent and the Stockholders’ Representative shall cooperate to prepare, and the Person(s) required to do so under applicable Law shall file, all necessary Tax Returns and other documentation with respect to any such Transfer Taxes. In the case of Taxes attributable to an entity treated for Tax purposes as a partnership or a controlled foreign corporation (within the meaning of Section 957(a) of the Code or a comparable provision of Law) in which the Company or any of its Subsidiaries holds (with due regard to Section 958 of the Code) an interest as of the Closing Date, the Equityholders shall bear the portion of such Taxes that would have been due if the taxable year of such partnership or controlled foreign corporation ended on the Closing Date, without regard to any contrary provision of Law.

(c) Without the prior written consent of the Stockholders’ Representative (which shall not be unreasonably withheld or delayed), Parent, the Company, and their respective Affiliates shall not, with respect to any Pre-Closing Tax Period, make, change or rescind any Tax election, claim a refund, amend any Tax Return or take any position on any Tax Return, take any action, or enter into any other transaction, in each case that would have the effect of increasing the Tax liability the Company in respect of any Pre-Closing Tax Period or portion thereof, to the extent any of the foregoing would reasonably be expected to result in a Tax liability on the part of any Equityholder or any current or

former employee of the Company or any of its Subsidiaries or to give rise to an indemnity obligation or other liability on the party of any Equityholder.

(d) Parent shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns required to be filed by the Company or any of its Subsidiaries after the Closing Date with respect to a Pre-Closing Tax Period. Any such Tax Return shall be prepared in a manner consistent with past practice (unless otherwise required by law) and shall be submitted by Parent to the Stockholders’ Representative (together with schedules, statements and, to the extent requested by the Stockholders’ Representative, supporting documentation) at least 30 days prior to the due date (including extensions) of such Tax Return. Parent shall in good faith make any changes reasonably requested by the Stockholders’ Representative that relate to a Pre-Closing Tax Period, which for the avoidance of doubt shall not include changes inconsistent with law or that result in material incremental Tax liability borne by Parent.

(e) In the case of Taxes that are payable with respect to a taxable period that begins before and ends after the Closing Date, the portion of any such Taxes that are treated as attributable to a Pre-Closing Tax Period for purposes of this Agreement shall be:

(i) in the case of Taxes (A) based upon, or related to, income, receipts, profits, wages, capital or net worth, (B) imposed in connection with the sale, transfer or assignment of property, or (C) required to be withheld, deemed equal to the amount which would be payable if the taxable year ended with the Closing Date; and

(ii) in the case of other Taxes, deemed to be the amount of such Taxes for the entire period multiplied by a fraction the numerator of which is the number of days in the period ending on the Closing Date and the denominator of which is the number of days in the entire period.

(f) Parent agrees to give written notice to the Stockholders’ Representative of the receipt of any written notice by the Company, Parent or any of their Affiliates which involves the assertion of any claim, or the commencement of any action, involving Taxes that are attributable to any Pre-Closing Tax Period or portion thereof (a “Tax Claim”). Notwithstanding anything in Section 7.03 to the contrary, Parent shall control the contest or resolution of any such Tax Claim; provided, however, that Parent shall obtain the prior written consent of the Stockholders’ Representative (which consent shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of any such Tax Claim or ceasing to defend such claim, if such settlement or cessation would give rise to an indemnity obligation or other liability on the party of any Equityholder; and, provided further, that the Stockholders’ Representative shall be entitled to participate and consult in the defense of such Tax Claim and to employ counsel of its choice for such purpose, the fees and expenses of which separate counsel shall be borne solely by the Stockholders’ Representative (on behalf of the Equityholders).

(g) The Stockholders’ Representative, the Company and Parent shall provide each other with such cooperation and information as either of them reasonably may request of the others in filing any Tax Return or in connection with any audit or other proceeding in respect of Taxes of the Company or any of its Subsidiaries. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each of the Stockholders’

Representative, the Company and Parent shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Company for any taxable period beginning before the Closing Date until the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to the extent notified by any of the other parties in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Company for any taxable period beginning before the Closing Date, the Stockholders’ Representative, the Company or Parent (as the case may be) shall provide the other parties with reasonable written notice and offer the other parties the opportunity to take custody of such materials.

SECTION 5.13 Stockholder Consent.

(a) The Company shall use its commercially reasonable efforts to obtain, within twenty (20) Business Days following the execution and delivery of this Agreement, the Stockholder Consent pursuant to written consents of the Stockholders with respect to which the execution of a Support Agreement is a requirement of Section 6.02(j) in the form attached hereto as Exhibit I. The materials submitted to the Stockholders in connection with the Stockholder Consent shall include the Company Board Recommendation. Promptly following receipt of the Stockholder Consent, the Company shall deliver a copy of such Stockholder Consent to Parent.

(b) Promptly following, but in no event more than five (5) Business Days after, receipt of the Stockholder Consent, the Company shall prepare and mail a notice (the “Stockholder Notice”) to every Stockholder that did not execute the Stockholder Consent. The Stockholder Notice shall (i) be a statement to the effect that the Company Board unanimously determined that the Mergers are advisable in accordance with Section 251(b) of the DGCL and in the best interests of the Stockholders and unanimously approved and adopted this Agreement, the Mergers and the other transactions contemplated hereby, (ii) provide the Stockholders to whom it is sent with notice of the actions taken in the Stockholder Consent, including the approval and adoption of this Agreement, the Mergers and the other transactions contemplated hereby in accordance with Section 228(e) of the DGCL and the bylaws of the Company and (iii) notify such Stockholders of their dissent and appraisal rights pursuant to Section 262 of the DGCL. The Stockholder Notice shall include therewith a copy of Section 262 of Delaware Law and all such other information as Parent shall reasonably request, and shall be sufficient in form and substance to start the twenty (20) day period during which a Stockholder must demand appraisal of such Stockholder’s Common Stock as contemplated by Section 262(d)(2) of the DGCL. All materials submitted to the Stockholders in accordance with this Section shall be subject to Parent’s advance review and reasonable approval.

In addition, as the Stockholder Consent is executed by additional Stockholders, the Company shall promptly deliver additional copies of the Stockholder Consent to Parent reflecting such additional Stockholders as signatories thereto.

SECTION 5.14 Termination of Equity Agreements. The Company shall take all action necessary to terminate the Equity Agreements at, or immediately prior to, the Closing.

SECTION 5.15 Exclusivity.

(a) Until the earlier of the termination of this Agreement or the consummation of the Closing, the Company shall not, and shall not authorize or permit any of its Affiliates or any of its or their Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal; or (iv) furnish any material nonpublic information with respect to, assist or participate in, or facilitate in any other manner, any effort or attempt by any Person to do or seek to do anything prohibited for the Company in this Section 5.15. The Company shall immediately cease and cause to be terminated, and shall cause its Affiliates and all of its and their respective Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Parent or any of its Affiliates) concerning (A) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company; (B) the issuance or acquisition of shares of capital stock or other equity securities of the Company; or (C) the sale, lease, exchange or other disposition of any significant portion of the Company’s properties or assets. The Company also shall, and shall cause its controlled Affiliates to, and each such foregoing Person shall cause its respective Representatives to, promptly (x) notify any party with which such discussions or negotiations were being held of such termination described above; and (y) request in writing that all Persons to whom nonpublic information concerning the Company or any of its Subsidiaries has been distributed on or prior to the date of this Agreement return or destroy such information to the Company as soon as possible.

(b) In addition to the other obligations under this Section 5.15, the Company shall promptly (and in any event within two (2) Business Days after receipt thereof by the Company or its Representatives) advise Parent orally and in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, or any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, and the identity of the Person making the same.

(c) The Company agrees that the rights and remedies for noncompliance with this Section 5.15 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Parent and that money damages would not provide an adequate remedy to Parent.

SECTION 5.16 Advice of Changes.

(a) From time to time prior to the Closing, the Company shall have the right (but not the obligation) to supplement or amend the Company Disclosure Schedule hereto with respect to any matter hereafter arising or of which it becomes aware after the date hereof (each a “Company Schedule Supplement”). Any disclosure in any such Company Schedule Supplement shall not be deemed to have cured any inaccuracy in or breach of any representation or warranty contained in this Agreement, including for purposes of the indemnification or termination rights contained in this Agreement or of determining whether or not the conditions set forth in Section 6.02(a) have been satisfied; provided, however, that if Parent has the right to, but does not elect to, terminate this Agreement within five (5) Business Days of its receipt of such Company Schedule Supplement, then Parent and each other

Acquirer Indemnified Party shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to such matter and, further, shall have irrevocably waived any of their rights to indemnification under with respect to such matter (other than pursuant to Section 7.02(a)).

(b) From time to time prior to the Closing, Parent shall have the right (but not the obligation) to supplement or amend the Parent Disclosure Schedule hereto with respect to any matter hereafter arising or of which it becomes aware after the date hereof (each a “Parent Schedule Supplement”). Any disclosure in any such Parent Schedule Supplement shall not be deemed to have cured any inaccuracy in or breach of any representation or warranty contained in this Agreement, including for purposes of the indemnification or termination rights contained in this Agreement or of determining whether or not the conditions set forth in Section 6.03(a) have been satisfied; provided, however, that if the Company has the right to, but does not elect to, terminate this Agreement within five (5) Business Days of its receipt of such Parent Schedule Supplement, then the Company, the Equityholders, and each of their respective representatives, successors and assigns shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to such matter.

(c) Without in any way limiting the foregoing provisions of this Section 5.16, in connection with its delivery of the Spreadsheet no later than five (5) Business Days prior to the Effective Time, the Company shall deliver to Parent at such time a supplement or amendment to the Capitalization Schedule and Schedule 3.03(c) to the Company Disclosure Schedule, as applicable (the “Capitalization Update”), solely for purposes of reflecting thereon the occurrence of any of the following events between the date of this Agreement and the Effective Time: (i) the conversion of any Company Preferred Stock to Company Common Stock in accordance with the Company’s Organizational Documents and in connection with the payment of the Liquidation Preference contemplated by Section 6.02(l), (ii) the exercise or cancellation (or change to the exercisability or vesting) of any Option and the issuance of any Company Shares in connection therewith, (iii) the surrender or cancellation of any Company Shares or any other Equity Interests of the Company in satisfaction of any Equityholder Loans, (iv) as expressly described in Schedule 5.01 hereto or (v) as expressly described in a Company Schedule Supplement that does not result in the termination of this Agreement. Such Capitalization Update shall be deemed to be a Company Schedule Supplement and shall be deemed to amend or supplement the Company Disclosure Schedule solely for such purposes of reflecting the occurrence of any of the preceding events between the date of this Agreement and the Effective Time.

SECTION 5.17 Merger Sub, Surviving Corporation and Merger Sub II. Parent shall take all actions necessary to cause Merger Sub, the Surviving Corporation and any of its Subsidiaries, and Merger Sub II to perform their obligations under this Agreement and to consummate the Mergers on the terms and conditions set forth in this Agreement.

SECTION 5.18 Tax Opinions.

(a) The Company shall use its commercially reasonable efforts to obtain a tax opinion from its counsel, addressed to the Company with respect to the transaction, dated the Closing Date, to the effect that the Mergers should be treated as a reorganization within the meaning of Section 368(a) of the Code and the Treasury Regulations promulgated thereunder (subject to typical qualifications and assumptions for opinions of such kind), with such commercially reasonable efforts of Company to include, for avoidance of doubt, Company’s payment of fees and expenses of its counsel in connection therewith as Transaction Expenses. In order to facilitate the issuance of such tax opinion, prior to

Closing, Parent and the Company shall provide Company’s counsel with certified officer’s tax representation letters containing the representations and certifications setting forth factual representations reasonably requested by the issuer of the tax opinion and on which such tax opinion will be based.

(b) Parent shall use its commercially reasonable efforts to obtain a tax opinion from its counsel, addressed to Parent with respect to the transaction, dated the Closing Date, to the effect that the Mergers should be treated as a reorganization within the meaning of Section 368(a) of the Code and the Treasury Regulations promulgated thereunder (subject to typical qualifications and assumptions for opinions of such kind), with such commercially reasonable efforts of Parent to include, for avoidance of doubt, Parent’s payment of fees and expenses of its counsel in connection therewith. In order to facilitate the issuance of such tax opinion, prior to Closing, Parent and the Company shall provide Parent’s counsel with certified officer’s tax representation letters containing the representations and certifications setting forth factual representations reasonably requested by the issuer of the tax opinion and on which such tax opinion will be based.

SECTION 5.19 Conduct of Parent Business. Except (i) as set forth in Schedule 5.24, (ii) as required by Law or Contract, (iii) as required or contemplated by this Agreement or (iv) with the prior written consent of the Company, during the period from the date hereof to the earlier of the Closing and the date on which this Agreement is terminated in accordance with Article VIII, (x) Parent shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to (A) conduct its business in the ordinary course of business, (B) preserve intact its present business organization in all material respects, and (C) keep available the services of its present senior officers and key employees.

SECTION 5.20 R&W Policy. Parent shall use commercially reasonable efforts to satisfy any conditions set forth in the Binder Agreement, in each case, in accordance with the applicable terms thereof and by the applicable time deadlines set forth therein, in each case, to the extent necessary for the insurer to issue the R&W Policy, and to cause the coverage under such R&W Policy to become effective as of the Closing. Parent will promptly provide the Stockholders’ Representative with a true and correct copy of the final R&W Policy once issued. From and after the date of this Agreement until the termination of this Agreement in accordance with its terms or, if the Closing is consummated, continuing through the six (6)-year term of such R&W Policy, Parent covenants and agrees that it will not amend, terminate, or knowingly waive or modify any provision of the R&W Policy, in each case in a manner that would reduce the coverage provided to Parent under the R&W Policy as of the Closing. 50% of the R&W Policy Premium shall be borne by Parent.

SECTION 5.21 Data Room. No later than three (3) Business Days after the date hereof, the Company shall deliver to Parent a USB drive containing a complete and accurate copy of the electronic data room maintained in connection with the transactions contemplated by this Agreement in the form such data room existed as of the date hereof. Prior to the Closing, the Company shall make arrangements to have delivered to Buyer no later than three (3) Business Days after the Closing Date a USB drive containing complete and accurate copy of the electronic data room maintained in connection with the transactions contemplated by this Agreement in the form such data room existed as of the Closing Date.

ARTICLE VI

CONDITIONS TO CLOSING

SECTION 6.01 Mutual Conditions to the Obligations of the Parties. The respective obligations of each party hereto to consummate the transactions contemplated by this Agreement are subject to the satisfaction or, to the extent permitted by Law, waiver in writing by the Company and Parent at or prior to the Closing of each of the following conditions:

(a) No Injunctions or Legal Prohibitions. No temporary restraining Order, preliminary or permanent injunction or other judgment or Order issued by any court of competent jurisdiction or other statute, Law, rule, ruling, decree, regulation, legal restraint or prohibition enacted, promulgated, issued, entered, amended or enforced by any Governmental Authority of competent jurisdiction (collectively, “Restraints”) which has the effect of preventing, restraining, enjoining, rendering illegal or otherwise prohibiting the consummation of the transactions contemplated by this Agreement shall be in effect.

(b) Antitrust Laws. All applicable waiting periods (or any extensions thereof) applicable to the First Merger under the Antitrust Laws shall have expired or early termination thereof shall have been granted.

(c) R&W Policy. The Binder Agreement shall be in full force and effect immediately as of the Closing and shall be valid, binding and enforceable in accordance with its terms.

SECTION 6.02 Conditions to the Obligations of Parent, Merger Sub, and Merger Sub II. The obligations of Parent, Merger Sub, and Merger Sub II to consummate the Mergers and the other transactions contemplated by this Agreement are, in addition to the conditions set forth in Section 6.01, further subject to the satisfaction or, to the extent permitted by Law, waiver by Parent in writing at or prior to the Closing, of each of the following conditions:

(a) Representations and Warranties.

(i) Except as provided for in Section 6.02(a)(ii), the representations and warranties of the Company and any Stockholder set forth in this Agreement (as modified by the Company Disclosure Schedule) or any Additional Agreement shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) as of the date of this Agreement and as of the Closing Date as though made on and as of such date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall only be true and correct as of such earlier date).

(ii) The representations and warranties of the Company set forth in the first sentence of Section 3.01 (Organization); Section 3.02 (Capitalization); Section 3.03 (Authority); Section 3.05 (Financial Statements); and Section 3.22 (Brokers) shall be true and correct as of the Closing Date as though made on and as of such date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date).

(b) Performance. The Company and any applicable Stockholder shall have performed and complied, in all material respects, with all agreements, covenants and obligations required by this Agreement or any of the Additional Agreement to be performed or complied with by the Company or such Stockholder on or prior to the Closing Date.

(c) Officer’s Certificate. The Company shall have delivered to Parent a certificate, dated as of the Closing Date, executed by a duly authorized officer of the Company, certifying the satisfaction of the conditions set forth in Section 6.02(a) and Section 6.02(b).

(d) Secretary’s Certificate. The Company shall have delivered to Parent a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Company certifying (i) that (A) attached thereto are true and complete copies of (1) all resolutions adopted by the Company’s board of directors authorizing the Company’s execution, delivery and performance of this Agreement and the Additional Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby and (2) resolutions of the Stockholders approving the Mergers and adopting this Agreement, and (B) all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (ii) the names and signatures of the officers of the Company authorized to sign this Agreement, the Additional Agreements to which it is a party and the other documents to be delivered hereunder and thereunder; and (iii) that attached thereto is true and complete copy of a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Company is organized as of a date within five (5) Business Days of the Closing Date.

(e) Tax Certificate. Immediately prior to Closing, the Company shall have delivered to Parent a certificate, substantially in the form provided for in Sections 1.1445-2(c)(3) and 1.897-2(h) of the Treasury Regulations, establishing that the Company Common Stock is not a “United States real property interest” within the meaning of Section 897(c)(1)(A)(ii) of the Code.

(f) Absence of a Material Adverse Effect. Since the date hereof, there shall not have occurred any fact, circumstance, development, event or change that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(g) Escrow Agreement. Parent and Merger Sub shall have received an executed counterpart to the Escrow Agreement, signed by the Company and the Stockholders’ Representative.

(h) Stockholder Consent. The Stockholder Consent shall have been executed and delivered to Parent and reflect the consent of Stockholders holding Company Shares representing at least ninety percent (90%) of the outstanding Company Shares (determined on an as-converted, as-exercised, Company Common Stock-equivalent basis) and all of the Company Preferred Stock.

(i) Third Party Consents and Approvals. All third party consents referred to on Schedule 6.02(i) shall have been obtained on terms reasonably satisfactory to Parent, with copies thereof delivered to Parent.

(j) Support Agreements. The Company shall have obtained and delivered to Parent Support Agreements substantially in the form of Exhibit A from (i) each Stockholder that as of the date hereof owned beneficially or of record greater than 50,000 or more Company Shares in the aggregate, individually or collectively with any Affiliates of such Stockholder, and (ii) no less than 80% of the

aggregate number of Stockholders that as of the date hereof owned beneficially or of record at least 20,000 but less than 50,001 Company Shares, but that is not a Stockholder or Affiliate thereof described in subsection (i) of this subsection (j) (the Stockholders described in (i) and (ii), collectively, the “Key Stockholders”).

(k) Key Employees. At least six of the Key Employees including Clay Wilkes shall not have terminated, and shall not have provided notice of their intent to terminate, employment with the Company or their Employment Agreements.

(l) Liquidation Preference. The Company shall have paid the Liquidation Preference in full to each holder of Preferred Stock, and provided reasonable evidence of such payments reasonably satisfactory to Parent.

(m) Option Assumption. The Company and each holder of an Option shall have executed and delivered an Option Cancellation and Assumption Agreement in the form attached as Exhibit J hereto (each, an “Option Cancellation Agreement”) providing for the partial cancellation and/or partial assumption of such Option. In addition, the Company and its board of directors (or any applicable committee thereof) shall have adopted any resolutions necessary to allow for such cancellation of Options or the assumption of Options, as applicable, as contemplated by Section 2.08 under the applicable Company Option Plan(s) (in lieu of any other treatment of the applicable Options contemplated by the applicable Option Plans as in effect on the date hereof) upon the consummation of the transactions as contemplated by this Agreement, and provided Parent with evidence thereof reasonably satisfactory to Parent, including a copy of such resolutions certified by the Secretary or Assistant Secretary of the Company.

(n) Termination of Certain Contracts. The Contracts to which the Company or an its Subsidiaries are a party listed on Schedule 6.02(n) shall have been terminated in accordance with their terms, and without any further Liability to the Company or its Subsidiaries, with evidence of such terminations and satisfaction of Liability reasonably satisfactory to Parent delivered to Parent, including as to any Equityholder Loans.

(o) Dissenting Shares. No more than five percent (5%) of the issued and outstanding shares of Company Common Stock shall be Dissenting Shares.

(p) Payments Administration Agreement. Parent and Merger Sub shall have received an executed counterpart to the Payments Administration Agreement, signed by the Paying Agent and the Stockholders’ Representative.

(q) Spreadsheet. The Company shall have delivered to Parent and the Paying Agent (with a copy to the Stockholders’ Representative) no less than five (5) Business Days prior to the Closing Date a spreadsheet in the form attached hereto as Schedule 6.02(q) that accurately sets forth all of the following information (in addition to the other required data and information specified therein) (the “Spreadsheet”): (i) the names of all the Equityholders and their respective addresses and email addresses (to the extent available), the number of Company Shares, Participating Options and Assumed Options held by such Persons, as applicable; (ii) the Company’s good faith estimate of the Closing Net Working Capital, Closing Indebtedness, unpaid Transaction Expenses and the aggregate amount of Closing Cash, each as determined in accordance with GAAP applied on a consistent basis with the

application thereof to the most recent Audited Financial Statements and calculated as of immediately prior to the Effective Time, which estimate shall include a balance sheet together with each other component of the Cash Merger Consideration and an estimate of the Cash Merger Consideration (such estimate, the “Effective Time Cash Merger Consideration”), calculated as of the Effective Time (the “Adjustment Time”), (iii) the total number of shares of Parent Series H-1 Preferred Stock, the original principal amount of the Seller Note allocated to such Equityholder (if any) and the total Fractional Cash Amount, in each case, to which such Equityholder is entitled pursuant to Section 2.07(a) and/or Section 2.08, as applicable; (iv) an indication as to whether (A) the Company has received from the applicable Equityholder and delivered to Parent an Accredited Investor Certification for such Equityholder, (B) Parent has indicated to the Company that it reasonably believes, in the exercise of its sole discretion based on information available to it, that such Equityholder is an “accredited investor” as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act, or (C) that Company has neither indication described in (A) or (B) that the Equityholder is an Accredited Stockholder, (v) such Equityholder’s Pro Rata Share and, as applicable, Stockholder Escrow Pro Rata Shares, Stockholder Pro Rata Share, Note Pro Rata Share and Optionholder Pro Rata Share; and (vi) such other instructions or information as is necessary or reasonably requested by Parent or the Paying Agent with respect to the payments to be made to the Equityholders. Such Spreadsheet shall be accompanied by the Capitalization Update.

(r) Accredited Investor Certifications. The Company shall have requested (with a copy for completion) and used commercially reasonable efforts to secure delivery of Accredited Investor Certifications from all Equityholders who the Company or any of its Key Employees reasonably believe (or that Parent indicates that it reasonably believes) to be an Accredited Investor and caused all Accredited Investor Certifications that it has obtained as a result of such efforts or otherwise to be delivered to Parent no less than two (2) Business Days prior to the Closing Date.

(s) Tax Opinion. Parent shall have received a tax opinion from its counsel, dated the Closing Date, to the effect that the Mergers should be treated as a reorganization within the meaning of Section 368(a) of the Code and the Treasury Regulations promulgated thereunder (subject to typical qualifications and assumptions for opinions of such kind); provided, however, that if Parent’s counsel has not delivered such tax opinion, this condition also may be satisfied if the Company’s counsel elects in its sole discretion to deliver such an opinion to Parent (and in such event, all references in this Agreement to cooperation with Parent’s legal counsel and the execution and delivery or provision of tax representation letters and certificates to Parent’s legal counsel shall be interpreted as referring to cooperation with, and the execution and delivery or provision of such letters and certificates to, the Company’s counsel).

SECTION 6.03 Conditions to the Obligations of the Company. The obligation of the Company to consummate the transactions contemplated by this Agreement is, in addition to the conditions set forth in Section 6.01, further subject to the satisfaction or, to the extent permitted by Law, waiver by the Company in writing at or prior to the Closing of each of the following conditions:

(a) Representations and Warranties of Parent, Merger Sub and Merger Sub II. The representations and warranties of Parent, Merger Sub, and Merger Sub II contained in this Agreement (as modified by the Parent Disclosure Schedule) or in any Additional Agreement shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Parent Material Adverse Effect) or in all material respects (in the case of any representation or warranty not

qualified by materiality or Parent Material Adverse Effect) as of the date of this Agreement and as of the Closing Date as though made on and as of such date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall only be true and correct as of such earlier date).

(b) Performance. Parent, Merger Sub, and Merger Sub II shall have performed and complied, in all material respects, with all agreements, covenants and obligations required by this Agreement or any of the Additional Agreement to be performed or complied with by Parent, Merger Sub, or Merger Sub II, as the case may be, on or prior to the Closing Date.

(c) Officer’s Certificate. Parent, Merger Sub, and Merger Sub II shall have delivered to the Company a certificate, dated as of the Closing Date, executed by a duly authorized officer of each of Parent, Merger Sub, and Merger Sub II, certifying to the satisfaction of the conditions set forth in Section 6.03(a) and Section 6.03(b) hereof.

(d) Reservation of Shares. Prior to the Closing, Parent shall have authorized the issuance of shares of Parent Series H-1 Preferred Stock as contemplated pursuant to this Agreement.

(e) Secretary’s Certificate. Parent shall have delivered to the Company a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Parent certifying (i) that (A) attached thereto are true and complete copies of (1) all resolutions adopted by Parent’s board of directors authorizing Parent’s execution, delivery and performance of this Agreement and the Additional Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby and (2) resolutions of Parent’s preferred or common stockholders approving the Mergers and adopting this Agreement, and (B) all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (ii) the names and signatures of the officers of Parent authorized to sign this Agreement, the Additional Agreements to which it is a party and the other documents to be delivered hereunder and thereunder; (iii) that attached thereto are true and complete copies of the Amended and Restated Certificate of Incorporation and bylaws as in effect as of the Closing Date; and (iv) that attached thereto is a true and correct copy of a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which Parent is organized as of a date within five (5) Business Days of the Closing Date.

(f) Escrow Agreement. The Company shall have received an executed counterpart to the Escrow Agreement, signed by each party other than the Company.

(g) Amendment to Parent Equity Agreements. Parent shall have provided evidence reasonably satisfactory to the Company that the Parent Equity Agreements shall have been validly amended by an Omnibus Amendment to Preferred Stock Financing Agreements in substantially the form attached hereto as Exhibit L (the “Omnibus Amendment”) to provide for the appointment of Clay Wilkes on the board of directors of Parent and so that each Accredited Stockholder shall have the opportunity to become a party to each Parent Equity Agreement by executing and delivering a counterpart signature page thereto to Parent.

(h) Board of Directors. Clay Wilkes shall be appointed to the board of directors of Parent and Parent shall have entered into an indemnification agreement with Clay Wilkes on Parent’s standard form.

(i) Parent New Charter. Parent shall have filed the Parent New Charter with the Secretary of State of the State of Delaware on or prior to the Closing, which shall continue to be in full force and effect as of the Closing.

(j) Tax Opinion. The Company shall have received a tax opinion from its counsel, dated the Closing Date, to the effect that the Mergers should be treated as a reorganization within the meaning of Section 368(a) of the Code and the Treasury Regulations promulgated thereunder (subject to typical qualifications and assumptions for opinions of such kind); provided, however, that if the Company’s counsel has not delivered such tax opinion, this condition also may be satisfied if Parent’s counsel elects in its sole discretion to deliver such an opinion to the Company (and in such event, all references in this Agreement to cooperation with Company’s legal counsel and the execution and delivery or provision of tax representation letters and certificates to the Company’s legal counsel shall be interpreted as referring to cooperation with, and the execution and delivery or provision of such letters and certificates to, Parent’s counsel).

(k) Seller Note. The Company shall have received an executed counterpart to the Seller Note in the amount indicated in the Spreadsheet, signed by Parent.

(l) Absence of a Parent Material Adverse Effect. Since the date hereof, there shall not have occurred any fact, circumstance, development, event or change that has had or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

ARTICLE VII

SURVIVAL; INDEMNIFICATION

SECTION 7.01 Survival. The representations and warranties of the Company, Parent, Merger Sub and Merger Sub II contained in this Agreement shall survive the Closing until 11:59 p.m. U.S. Mountain Time on the date that is twelve (12) months after the Closing Date (the “Expiration Date”). All of the covenants in this Agreement requiring performance after the Closing shall survive in accordance with their respective terms. It is the express intent of the parties that, if the applicable survival period for an item as contemplated by this Section 7.01 is shorter than the statute of limitations that would otherwise have been applicable to such item, then, by contract, the applicable statute of limitations with respect to such item shall be reduced to the shortened survival period contemplated hereby. The parties further acknowledge that the time periods set forth in this Section 7.01 for the assertion of claims under this Agreement are the result of arms’-length negotiation among the parties and that they intend for the time periods to be enforced as agreed by the parties.

No party hereto nor any of the Equityholders shall have any liability whatsoever with respect to any such representations or warranties unless a claim is made hereunder in writing (and, in the case of a claim pursuant to this Article VII, as contemplated by Section 7.03) prior to the Expiration Date, in which case such representation or warranty shall survive as to such claim until such claim has been finally resolved. Notwithstanding anything to the contrary contained in this Agreement, none of the

time limitations set forth in this Article VII shall apply in the case of Fraud or to any action for specific performance, injunctive relief or other equitable remedy to which any Person shall be entitled pursuant to Section 9.13.

SECTION 7.02 Indemnification in Favor of Parent. Subject to the provisions of this Article VII, after the Closing, the Equityholders, shall severally and not jointly, in accordance with their Pro Rata Shares, save, defend, indemnify and hold harmless Parent, Merger Sub, Merger Sub II, the Surviving Corporation, the Surviving Entity, the respective Subsidiaries of each of the Surviving Corporation and the Surviving Entity, and the respective representatives, successors and assigns of each of the foregoing (the “Acquirer Indemnified Parties”) from and against any and all Losses arising out of or relating to:

(a) any breach or inaccuracy of any representation or warranty made by the Company or any Equityholder contained in Article III of this Agreement or any Support Agreement, Letter of Transmittal or Option Cancellation Agreement; provided, however, that each Equityholder shall be solely responsible to the Acquirer Indemnified Parties for Losses to the extent resulting from such Equityholder’s breach of any representation or warranty made by such Equityholder in his, her or its applicable Support Agreement, Letter of Transmittal or Option Cancellation Agreement;

(b) any nonfulfillment or breach of any covenant or agreement by the Company or any Equityholder contained in this Agreement or any Additional Agreement delivered pursuant hereto; provided, however, that each Equityholder shall be solely responsible to the Acquirer Indemnified Parties for Losses to the extent resulting from such Equityholder’s breach of any covenant or agreement made by such Equityholder in an Additional Agreement to which such Equityholder is a party;

(c) any claim made by any Equityholder or any other Person relating to any calculation related to the allocation or payment of the Merger Consideration or other payment; provided that each Equityholder shall be solely responsible for any error in any calculation resulting in an erroneous allocation or payment in favor of such Equityholder;

(d) any amounts paid to the holders of Dissenting Shares, including any interest required to be paid thereon, that are in excess of what such holders would have received hereunder had such holders not been holders of Dissenting Shares;

(e) any Equityholder Loans, the exercise of any Options or issuance of any Company Shares at any time pursuant to or in connection with any such Equityholder Loan, including with respect to the making, issuance, amendment, modification, cancellation, redemption, exchange, termination or repayment of any such Equityholder Loan, Option or Company Shares in connection therewith or the Tax withholding (or lack thereof) of any amounts paid or payable to a current or former employee of the Company at any time;

(f) the Class Action, the October Incident or the CFPB Disclosure, as each such term is defined in the Company Disclosure Schedule; or

(g) any claim made by Qatalyst Partners LLC, any Equityholder or any other Person relating to the Deferred Transaction Fee.

SECTION 7.03 Indemnification Claim Procedure; Third Party Claims.

(a) If any party entitled to receive indemnification under this Article VII (hereinafter an “Indemnified Party”) becomes aware that it has suffered or may suffer a Loss (other than with respect to a Third Party Claim) for which indemnification is available under this Article VII, the Indemnified Party shall promptly notify the party required to provide indemnification (hereinafter an “Indemnifying Party”) in writing of such claim; provided, however, that no failure or delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent that) the Indemnifying Party is actually and materially prejudiced thereby as evidenced by the forfeiture of rights or defenses by reason of such failure or delay. Such written notice shall describe the basis upon which indemnity is being sought, shall include a reference to the provisions of this Agreement in respect of which such Loss shall have occurred, shall include copies of material written evidence thereof (to the extent permitted and reasonably available to provide to the Indemnifying Party at the time such prompt notice is to be given) and shall indicate an initial estimated amount, if reasonably practicable based on information available to it, of the Losses that have been or may be sustained by the Indemnified Party. The Indemnifying Party shall have 30 days after its receipt of such notice to respond in writing to such claim. During such 30-day period, the Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to such claim, and whether and to what extent any amount is payable in respect of such claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such 30-day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case any remaining dispute regarding the Indemnified Party’s entitlement to indemnification in connection with such claim shall be resolved by any legally available means consistent with the provisions of Section 9.09 herein or as otherwise agreed in writing between or among the parties and any of the Equityholders.

(b) If an Indemnified Party is entitled to indemnification provided for under this Agreement in respect of, arising out of or involving a claim under this Article VII made by any Person against the Indemnified Party (a “Third Party Claim”), such Indemnified Party shall give the Indemnifying Party from whom indemnification with respect to such Third Party Claim is sought prompt written notice of such Third Party Claim; provided, however, that no failure or delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent that) the Indemnifying Party is actually and materially prejudiced thereby as evidenced by the forfeiture of rights or defenses by reason of such failure or delay. Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable detail, shall include copies of material written evidence thereof (to the extent permitted and reasonably available to provide to the Indemnifying Party at the time such prompt notice is to be given) and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or, upon written notice to the Indemnified Party within fifteen (15) calendar days of receipt of notice from the Indemnified Party of the commencement of such Third Party Claim, to assume the defense thereof at the expense of the Indemnifying Party with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, provided, however, that Equityholders as Indemnifying Parties shall not have the right to defend or direct the defense of any such Third Party Claim that (x) is asserted directly by or on behalf of a Person that is a supplier, Customer or other customer of the Company, (y) seeks an injunction or other equitable relief against any of the Indemnified Parties or (z) relates to or

arises in connection with any Legal Proceeding brought by a Governmental Authority, and provided, further, that in its notice electing to assume the defense, the applicable Indemnifying Parties agree to assume all Liabilities related to such Third Party Claim (including any and all Liabilities resulting from any settlement of such claim) and acknowledges its responsibility therefor under this Agreement. In the event that the Indemnifying Party assumes the defense of any Third Party Claim, subject to Section 7.03(c), it shall have the right to take such action as it reasonably deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim on behalf of the Indemnified Party. The Indemnified Party shall have the right to participate in the defense of any Third Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof. The fees and disbursements of such counsel shall be at the expense of the Indemnified Party, provided, however, that if in the reasonable opinion of counsel to the Indemnified Party, (A) there are legal defenses available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party, or (B) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel to the Indemnified Party in each jurisdiction for which the Indemnified Party determines counsel is required. If the Indemnifying Party elects not to compromise or defend such Third Party Claim, fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Section, or fails to diligently prosecute the defense of such Third Party Claim, the Indemnified Party may, subject to Section 7.03(c), pay, compromise and defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim. Indemnifying Party and Indemnified Party shall cooperate with each other in all reasonable respects in connection with the defense of any Third Party Claim.

(c) Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into any settlement of any Third Party Claim without the prior written consent of the Indemnified Party, except as provided in this Section 7.03(c). If a firm offer is made to settle a Third Party Claim without leading to Liability or any other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all Liabilities and obligations in connection with such Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, then Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third Party Claim shall not exceed the amount of such settlement offer, together with any and all indemnifiable costs and expenses of the Indemnified Party incurred prior to the expiration of such period. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third Party Claim, the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 7.03(b), it shall not agree to any settlement without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed.

(d) Notwithstanding anything to the contrary contained herein, to the extent the procedures in this Section 7.03 or elsewhere in this Agreement are in conflict with the procedures in the R&W Policy with regard to matters such as notice, control, settlement or defense of claims in a manner that would impair the ability of any Acquirer Indemnified Party to comply with its obligations under the R&W Policy, the procedures in the R&W Policy shall control, but this Section 7.03(d) shall not relieve the Indemnified Party from its obligations under Section 7.03 to give notice to the Indemnifying Party.

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SECTION 7.04 R&W Policy and Escrow.

(a) For any and all indemnification claims under Section 7.02(a), the Acquirer Indemnified Party shall initially pursue such indemnification amounts under the R&W Policy, but only if and to the extent that the R&W Policy covers such indemnification (for the avoidance of doubt and notwithstanding anything to the contrary, after giving effect to any exclusion, retention, deductible, coverage limitation or other term or condition of the R&W Policy) and a claim under the R&W Policy in respect hereof has not been denied. For any and all indemnification claims under Section 7.02(b), Section 7.02(c), Section 7.02(d), Section 7.02(e) and Section 7.02(f) and all indemnification claims under Section 7.02(a) that are either not covered by the R&W Policy (for the avoidance of doubt and notwithstanding anything to the contrary, after giving effect to any exclusion, retention, deductible, coverage limitation or other term or condition of the R&W Policy) or that have been denied by the insurance provider of the R&W Policy or any underwriting or other representative of such insurance provider, the Acquirer Indemnified Party shall seek to collect such indemnification amounts from the Escrow Amount (to the extent of shares from time to time remaining therein) pursuant to the terms of the Escrow Agreement. Except with respect to Stockholder Excluded Claims, from and after the Closing Date the Acquirer Indemnified Parties’ sole and exclusive recourse for claims against the Equityholders under Section 7.02(a) of this Agreement shall be against (i) the R&W Policy pursuant to the terms of the R&W Policy, and/or (ii) the Escrow Amount, until the Escrow Amount is reduced to no shares of Parent Series H-1 Preferred Stock, with the value of any Parent Series H-1 Preferred Stock used to satisfy such liability being equal to the Parent Stock Price; provided, however, that nothing in this Agreement shall be deemed a waiver by any party of any right to specific performance, injunctive relief or other equitable remedy to which any Person shall be entitled pursuant to Section 9.13. Subject to any subrogation rights under the R&W Policy for Fraud, for any claims by the Acquirer Indemnified Parties for indemnification (1) pursuant to Section 7.02(b), (2) pursuant to Section 7.02(c), (3) pursuant to Section 7.02(g) or (4) for Fraud by the Company or an Equityholder (collectively, the “Stockholder Excluded Claims”), if such Stockholder Excluded Claims are not fully satisfied by the R&W Policy (including, for the avoidance of doubt and notwithstanding anything to the contrary, because coverage is not available under such policy due to any exclusion, retention, deductible coverage limitation or other term or condition of the R&W Policy, or a claim for coverage under such policy has been denied) and the Escrow Amount, then the Acquirer Indemnified Parties shall be entitled to seek recourse directly from the Equityholders on a several, but not joint, basis in accordance with their Pro Rata Shares (subject to the provisos to each of Sections 7.02(a), 7.02(b) and 7.02(c)) with respect to the amount of any such Stockholder Excluded Claim in excess of the amounts recovered from the R&W Policy and the Escrow Amount, provided that, except in the case of Fraud by such Equityholder and indemnification claims under Section 7.02(g), each such Equityholder’s aggregate liability under this Agreement for such Stockholder Excluded Claims shall not exceed the Merger Consideration actually paid to such Equityholder, with the order of recovery against such Equityholder for such Stockholder Excluded Claims being (A) first, against any Stock Consideration held by such Equityholder until the number or amount of shares of Parent Series H-1 Preferred Stock held by such Equityholder has been reduced to no shares of Parent Series H-1 Preferred Stock, (B) second, against any portion of the Seller Note allocated to such Equityholder and (C) finally, directly against such Equityholder.

(b) In accordance with the terms of the Escrow Agreement, the Escrow Account shall terminate twelve (12) months following the Closing (the “Escrow Termination Date”), upon which the Escrow Agent shall release as promptly as practicable, pursuant to a written direction jointly executed by Parent and the Stockholders’ Representative and delivered to the Escrow Agent, the remaining shares

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in the Escrow Account, if any (the “Residual Shares”), and, subject to Section 2.14(c)(i), Parent and the Stockholders’ Representative shall cooperate to ensure that the Residual Shares so released are as promptly as practicable delivered to, and/or registered in Parent’s stock records in the name of, the Stockholders in accordance with their respective Stockholder Escrow Pro Rata Shares (reduced with respect to any Stockholder by any shares previously released from the Escrow Account in connection with claims against such Stockholder); provided, however, that any shares held in the Escrow Account as of the Escrow Termination Date necessary to satisfy any unsatisfied or unresolved claims for Losses that were made prior to the Escrow Termination Date shall remain in the Escrow Account until such claims have been finally resolved, at which point any remaining Residual Shares not required to satisfy such claims shall be released as set forth above. The parties shall treat the shares held in the Escrow Account for all Tax reporting purposes as being owned by the Equityholders, and the Equityholders shall be entitled to all voting rights attributable to such shares and all dividends that may be declared with respect to such shares prior to the Escrow Termination Date; provided that in the event of the issuance of shares as a result of a stock split, stock dividend, combination of shares or similar recapitalization with respect to shares of Parent H-1 Preferred Stock that becomes effective prior to the termination of the Escrow Agreement, the additional shares so issued (if any) with respect to any shares held in the Escrow Account shall be added to, and deemed a part of, the shares held in the Escrow Account.

(c) Promptly following request by the other such party, each of Parent and Stockholders’ Representative shall join with such requesting party to execute and deliver to the Escrow Agent a joint written direction providing for the disbursement from the Escrow Account of any shares required to be disbursed therefrom pursuant to this Agreement.

SECTION 7.05 Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement:

(a) No Indemnified Party may make a claim for indemnification under Section 7.02(a) for breach by the Indemnifying Party of a particular representation or warranty that occurs or is identified after the expiration of the Expiration Date.

(b) Except with respect to Stockholder Excluded Claims and breaches of the representations and warranties provided for in the first sentence of Section 3.01 (Organization), Section 3.02 (Capitalization), Section 3.03 (Authority) and Section 3.22 (Brokers) (collectively, the “Company Fundamental Representations”), no Indemnifying Party shall be liable to an Indemnified Party for indemnification for representations or warranties under Section 7.02(a) until the aggregate amount of all indemnification obligations for Losses for such representations or warranties under Section 7.02(a) exceeds $6,000,000 (the “Deductible”), in which event the Indemnifying Parties shall be required to pay or be liable for all Losses in excess of the Deductible.

(c) The aggregate amount of all Losses for which the Indemnifying Parties shall be liable pursuant to Section 7.02(a) (other than with respect to Fraud and breaches of the Company Fundamental Representations), shall not exceed $6,000,000, which shall be distributed solely from the Escrow Amount. The aggregate amount of all Losses for which the Indemnifying Parties shall be liable pursuant to Section 7.02(a) (other than with respect to Fraud), Section 7.02(d), Section 7.02(e) and Section 7.02(f), shall not exceed the Escrow Amount, which shall be distributed solely from the Escrow Amount. Except for claims against an Indemnifying Party arising from such Indemnifying Party’s own

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Fraud or pursuant to Section 7.02(g), (i) the aggregate amount of all Losses for which the Indemnifying Parties shall be liable for claims arising from Fraud, pursuant to Section 7.02(b) or Section 7.02(c) shall not exceed the Merger Consideration, and (ii) subject to the provisos in each of Section 7.02(a), Section 7.02(b) and Section 7.02(c), no Indemnifying Party shall be liable for more than such Indemnifying Party’s Pro Rata Share of any such Losses.

(d) For purposes of calculating the amount of Losses incurred by an Indemnified Party for purposes of this Agreement, such amount shall be reduced by: (i) the amount of any insurance benefits and proceeds actually paid to such Indemnified Party, or any Affiliate of any such party, in respect of such Losses net of any related deductible amounts and (ii) the amount of any indemnification, contribution or other similar payment actually recovered by the Indemnified Party from any other Person with respect to such Losses. No Indemnified Person shall have any obligation to seek, obtain or pursue any insurance, indemnification, contribution or other payment referred to in this Section 7.05(d) (other than with respect to the R&W Policy, but only to the extent coverage is available under the R&W Policy, after giving effect to any exclusion, retention, deductible coverage limitation or other term or condition of the R&W Policy, and no claim for coverage under the R&W Policy has been denied).

(e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive or exemplary damages; except that any Indemnifying Party shall be liable for any such damages that become payable by any Indemnified Party to any third party.

(f) Any inaccuracy in or breach of any representation or warranty, as well as the amount of Losses arising from a breach of any representation and warranty, shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

(g) Notwithstanding anything to the contrary in this Article VII, in no event shall an Indemnified Party be entitled to duplicative recovery of the same extent of its Losses (or the same portion thereof) under both (i) Section 7.02(a) and (ii) Section 7.02(b) through Section 7.02(g) or under both (x) this Article VII and (y) Section 2.10 (to the extent such Losses are actually reflected as liabilities in the Closing Indebtedness, Closing Net Working Capital or unpaid Transaction Expenses, as finally determined pursuant to Section 2.10).

SECTION 7.06 Exclusive Remedy. Except (i) as provided in Section 2.16 and (ii) with respect to claims against an Indemnifying Party arising from such Indemnifying Party’s own Fraud, the parties agree that from and after the Closing Date, the exclusive remedies of the parties for any Losses based upon, arising out of or otherwise in respect of the matters set forth in this Agreement or breaches of representations or warranties in any Support Agreement, Letter of Transmittal or Option Cancellation Agreement are the indemnification obligations of the parties set forth in this Article VII, and, subject to the foregoing exceptions, each party hereby waives, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or for any breach of any representation or warranty set forth in any Support Agreement, Letter of Transmittal or Option Cancellation Agreement it may have against any of the parties hereto under or based upon any Law; provided, however, that nothing in this Agreement shall be deemed a waiver by any party of any right to specific performance, injunctive relief or other equitable remedy to which such Person shall be entitled pursuant to Section 9.13. Notwithstanding anything in this Agreement to the contrary, this Section 7.06 shall not apply to Section

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2.15, which shall be enforceable by the Stockholders’ Representative in its entirety against the Equityholders, and shall not prevent any Equityholder or its representatives, successors and assigns (or the Stockholders’ Representative on their behalf) from bringing a claim against Parent for any breach of this Agreement.

SECTION 7.07 Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate, or by reason of the Indemnified Party’s waiver of any condition set forth in Section 6.02 or Section 6.03, as the case may be.

ARTICLE VIII

TERMINATION

SECTION 8.01 Termination. Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing, as follows:

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

(b) by either Parent or the Company at any time after 5:00 p.m. (U.S. Pacific Time) on July 5, 2020 (the “Termination Date”), if the Mergers shall not have been consummated on or prior to such date; provided, however, that Parent or the Company, as applicable, shall not have the right to terminate this Agreement pursuant to this Section 8.01(b) if such party’s failure to fulfill in any material respect any of its covenants or agreements set forth in this Agreement has been the proximate cause of or primarily contributed to the failure of the Closing to occur prior to the Termination Date; provided, further, that if on such Termination Date, the conditions set forth in Section 6.01(a) or Section 6.01(b) (in each case, solely as related to Antitrust Laws) have not been satisfied, then the Termination Date shall automatically be extended for thirty (30) days, provided, further, that if, at the end of such thirty (30) day period, the conditions set forth in Section 6.01(a) or Section 6.01(b) (in each case solely as related to Antitrust Laws) continue not to have been satisfied, then the Termination Date may be extended for an additional thirty (30) days by either of Parent or the Company upon notice to the other party, provided, further, that if, at the end of such additional thirty (30) day period, the conditions set forth in Section 6.01(a) or Section 6.01(b) (in each case solely as related to Antitrust Laws) continue not to have been satisfied, then the Termination Date may be extended only by mutual agreement of Parent and the Company;

(c) by the Company, on the one hand, or by Parent, on the other hand, if, prior to the Effective Time, any Restraint or Law of the type set forth in Section 6.01(a) permanently preventing, restraining, enjoining, rendering illegal or otherwise prohibiting the consummation of the transactions contemplated by this Agreement shall have become final and non-appealable; provided, however, that the party seeking to terminate this Agreement pursuant to this Section 8.01(c) shall have used its commercially reasonable efforts as required by this Agreement to remove such Restraint or Law; provided, further, that the right to terminate this Agreement under this Section 8.01(c) shall not be

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available to a party if the issuance of such Restraint or Law or taking of such action was primarily due to the failure of such party, and in the case of Parent, including the failure of Merger Sub or Merger Sub II, to perform any of its obligations under this Agreement;

(d) by Parent, if any representation or warranty of the Company set forth in Article III shall be or shall have become inaccurate or the Company shall have breached or failed to perform any of its covenants or other agreements set forth in this Agreement, which inaccuracy, breach or failure to perform (i) if it occurred or was continuing to occur on the Closing Date, would give rise to the failure of any of the conditions set forth in Section 6.02(b) or Section 6.02(b), and (ii) by its nature, cannot be cured by the Company by the Termination Date or, if such inaccuracy, breach or failure to perform is capable of being cured by the Termination Date, the Company shall not have cured such inaccuracy, breach or failure to perform prior to the earlier of (A) the Termination Date and (B) the date that is thirty (30) days following receipt by the Company of notice in writing from Parent specifying the nature of such inaccuracy, breach or failure to perform in reasonable detail and requesting that it be cured; provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 8.01(d) if, at the time such termination would otherwise take effect in accordance with the foregoing, either Parent, Merger Sub, or Merger Sub II is in material breach of this Agreement;

(e) by the Company, if any representation or warranty of Parent, Merger Sub, or Merger Sub II set forth in Article IV shall be or shall have become inaccurate or Parent, Merger Sub, or Merger Sub II shall have breached or failed to perform any of their respective covenants or other agreements set forth in this Agreement, which inaccuracy, breach or failure to perform (i) if it occurred or was continuing to occur on the Closing Date, would give rise to the failure of any of the conditions set forth in Section 6.03(a) or Section 6.03(b), and (ii) by its nature, cannot be cured by Parent, Merger Sub, or Merger Sub II by the Termination Date or, if such inaccuracy, breach or failure to perform is capable of being cured by the Termination Date, Parent, Merger Sub, or Merger Sub II, as the case may be, shall not have cured such inaccuracy, breach or failure to perform prior to the earlier of (A) the Termination Date and (B) the date that is thirty (30) days following receipt by Parent of notice in writing from the Company specifying the nature of such inaccuracy, breach or failure to perform in reasonable detail and requesting that it be cured; provided that the Company shall not have the right to terminate this Agreement pursuant to this Section 8.01(e) if, at the time such termination would otherwise take effect in accordance with the foregoing, the Company is in material breach of this Agreement;

(f) by Parent, if the closing condition set forth in Section 6.02(h) (Stockholder Consent) shall not have been satisfied within thirty (30) Business Days following the execution and delivery of this Agreement;

The party desiring to terminate this Agreement pursuant to any of clauses (b), (c), (d), (e) or (f) of this Section 8.01 shall give written notice of such termination to the other party in accordance with Section 9.01 specifying the provision or provisions hereof pursuant to which such termination is effected.

SECTION 8.02 Effect of Termination; Etc.

(a) In the event of the termination of this Agreement in accordance with Section 8.01, written notice thereof shall be given to the other party or parties, specifying the provisions hereof pursuant to which such termination is made, and this Agreement shall thereafter become null and void of

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no effect and all rights and obligations of any party hereto shall cease, and there shall be no liability on the part of Parent, Merger Sub, Merger Sub II, or the Company or their respective directors, officers and Affiliates hereunder, and the transactions contemplated hereby shall be abandoned, except that (i) this Section 8.02, Section 2.15(b), Section 5.07, Article IX and the Confidentiality Agreement shall survive termination of this Agreement and remain valid and binding obligations of each of the parties and (ii) nothing herein shall relieve any party hereto from any liability or damages arising out of, resulting from or in connection with any Fraud or Intentional Breach occurring with respect to any of such party’s representations, warranties, covenants or other agreements set forth in this Agreement occurring prior to termination, in which case the aggrieved party shall be entitled to all rights and remedies available at law or in equity.

(b) The parties hereto acknowledge that the agreements contained in this Section 8.02 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the parties would not enter into this Agreement.

(c) If this Agreement is terminated pursuant to Section 8.01 hereof, all confidential information received by the parties shall be treated in accordance with the Confidentiality Agreement.

ARTICLE IX

MISCELLANEOUS

SECTION 9.01 Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be deemed to have been duly given upon receipt if in writing and if served by personal delivery upon the Person for whom it is intended, by prepaid national overnight courier service (with signed confirmation of receipt), or by confirmed electronic mail (provided that, in the case of electronic mail, such confirmation is not automated); provided that the email is promptly followed by a confirmation copy delivered by registered or certified mail or by a national courier service, to the Person at the address set forth below, or such other address as may be designated in writing hereafter, in the same manner, by such Person:

To the Company (if prior to the Closing):

Galileo Financial Technologies, Inc.

6510 South Millrock Dr.

Suite 300

Salt Lake City, UT 84121

Attention: Clay Wilkes

Email:

with a copy (which shall not constitute notice) to:

Dorsey & Whitney LLP

111 South Main Street, Suite 2100

Salt Lake City, UT 84111

Attention: Nolan S. Taylor

Email: Taylor.Nolan@dorsey.com

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To any of the Equityholders (after the Closing) or the Stockholders’ Representative:

Shareholder Representative Services LLC

950 17th Street, Suite 1400

Denver, CO 80202

Attention: Managing Director

Email:

with a copy (which shall not constitute notice) to:

Dorsey & Whitney LLP

111 South Main Street, Suite 2100

Salt Lake City, UT 84111

Attention: Nolan S. Taylor

Email: Taylor.Nolan@dorsey.com

To Parent, Merger Sub, Merger Sub II, the Surviving Corporation, or the Surviving Entity:

Social Finance, Inc.

234 1st Street

San Francisco, CA 94105

Attention: Anthony Noto

email:

with a copy (which shall not constitute notice) to:

Social Finance, Inc.

10701 Parkridge Blvd., Suite 120

Reston, VA 20191

Attention: Robert S. Lavet, Esq.

E-mail:

Wilmer Cutler Pickering Hale and Dorr LLP

1875 Pennsylvania Avenue, NW

Washington, DC 20006

Attention: Stephanie Evans

Email: Stephanie.Evans@wilmerhale.com

with a copy (which shall not constitute Any such notification shall be deemed delivered (i) upon receipt, if delivered personally, (ii) on the next Business Day, if sent by national courier service for next Business Day delivery, or (iii) the Business Day received, if sent by facsimile, electronic mail or any other permitted method (provided that any notice received by facsimile transmission, electronic mail or otherwise at the addressee’s location on any non-Business Day or any Business Day after 5:00 p.m. (addressee’s local time) shall be deemed to have been received at 9:00 a.m. (addressee’s local time) on the next Business Day); provided that notice of any change to the address or any of the other details specified in or pursuant to this Section 9.01 shall not be deemed to have been received until, and shall be deemed to have been received upon, the later of the date specified in such notice or the date that is two

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(2) Business Days after such notice would otherwise be deemed to have been received pursuant to this Section 9.01. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to be receipt of the notice as of the date of such rejection, refusal or inability to deliver.

SECTION 9.02 Amendment; Waiver, Etc. Any provision of this Agreement may be amended, modified, supplemented or waived if, and only if, such amendment, modification, supplement or waiver is in writing and signed, in the case of an amendment, modification or supplement, by Parent, Merger Sub, Merger Sub II and the Company (or, following the Closing, their applicable successors) and the Stockholders’ Representative, or in the case of a waiver, by the party or parties against whom the waiver is to be effective. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The second, third and fourth sentences of Section 2.14(e), this sentence of Section 9.02 and Section 9.08 (and any provision of this Agreement to the extent an amendment, modification, supplement or waiver of such provision would modify the substance of such Sections) may not be amended, modified, supplemented or waived in a manner that is adverse in any respect to Qatalyst Partners LLC without either (a) payment of the Deferred Transaction Fee prior to such action or (b) the prior written consent of Qatalyst Partners LLC.

SECTION 9.03 Assignment. No party hereto may assign any of its rights or obligations under this Agreement without the prior written consent of the other parties hereto and any attempt to assign this Agreement without such consent shall be void and of no effect, except that Parent Merger Sub, or Merger Sub II may assign, in its sole discretion, any of or all its rights, interests and obligations under this Agreement to any wholly-owned U.S. corporate Subsidiary of Parent, but no such assignment shall relieve Parent, Merger Sub, or Merger Sub II of any of their obligations hereunder.

SECTION 9.04 Expenses. Except as otherwise provided in this Agreement, each of the Company, Parent, Merger Sub, and Merger Sub II shall bear its own expenses incurred in connection with the negotiation and execution of this Agreement and each other agreement, document and instrument contemplated by this Agreement and the consummation of the transactions contemplated hereby and thereby.

SECTION 9.05 Entire Agreement. This Agreement (including the exhibits, schedules, annexes and appendices hereto) constitutes, together with the Confidentiality Agreement, the Company Disclosure Schedule and the Parent Disclosure Schedule, the entire agreement, and supersedes all other prior agreements and understandings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof.

SECTION 9.06 Severability. If any term, provision, covenant or restriction of this Agreement or the application of any such term or provision to any Person or circumstance is held by a court of competent jurisdiction or other authority to be invalid, void, illegal or incapable of being enforced by any rule of Law or public policy, all other conditions, covenants, restrictions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to any party hereto. Upon such determination that any term or other provision is invalid, void, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this

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Agreement so as to effect the original intent of the parties hereto as closely as possible in a mutually acceptable manner in order that the transactions contemplated by this Agreement be consummated as originally contemplated to the fullest extent possible.

SECTION 9.07 Fulfillment of Obligations. Any obligation of any party under this Agreement, which obligation is performed, satisfied or fulfilled by an Affiliate of such party, shall be deemed to have been performed, satisfied or fulfilled by such party.

SECTION 9.08 Parties in Interest. This Agreement shall inure to the benefit of, be binding upon and enforceable against the parties hereto and their respective successors and permitted assigns. Nothing in this Agreement is intended to confer upon any Person other than the Equityholders party to Support Agreements, Parent, Merger Sub, Merger Sub II, the Company, its Subsidiaries or their successors or permitted assigns, any rights or remedies under or by reason of this Agreement, except that (a) the D&O Indemnified Parties (including the successors, assigns, heirs, executors, administrators and personal representatives of such D&O Indemnified Parties) shall be express third party beneficiaries of, and shall be entitled to rely on, the provisions of Section 5.08, and (b) Qatalyst Partners LLC shall be an express third party beneficiary of, shall be entitled to rely on and shall be entitled to directly enforce, the provisions of Section 2.14(e).

SECTION 9.09 Governing Law; Jurisdiction; Waiver of Jury Trial.

(a) This Agreement and all Legal Proceedings (whether based on contract, tort or otherwise) arising out of or relating to this Agreement or the actions of Parent, Merger Sub, Merger Sub II, or the Company in the negotiation, administration, performance and enforcement thereof, shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Each of the parties hereto irrevocably agrees that any Legal Proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by another party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery in New Castle County and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the above named courts, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by the applicable Law, any claim that (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. The parties hereto further agree that any final and nonappealable judgment against any of them in any action, suit or

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proceeding described in this Section 9.09 shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgment.

(b) EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER OR RELATE TO THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.09(B).

(c) Each party hereto irrevocably consents to the service of process outside the territorial jurisdiction of the courts referred to in Section 9.09(a) in any such action or proceeding by mailing copies thereof by registered or certified United States mail, postage prepaid, return receipt requested, to its address as specified in or pursuant to Section 9.01. However, the foregoing shall not limit the right of a party to effect service of process on the other party by any other legally available method.

SECTION 9.10 Counterparts; Etc. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the parties hereto and delivered to the other parties. Delivery of an executed counterpart of a signature page to this Agreement by facsimile, email in “portable document format” (“.pdf”) form, or by other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing the original signature.

SECTION 9.11 Headings, Etc. The provision of the Table of Contents, the division of this Agreement into Articles, Sections and other subdivisions and the insertion of headings are for convenience of reading only and shall not affect or be utilized in construing or interpreting this Agreement. All references in this Agreement to any Article, Section, subsection or clause are to the corresponding Article, Section, subsection or clause of this Agreement, unless otherwise specified.

SECTION 9.12 Further Assurances. Subject to the terms and conditions of this Agreement, from time to time, at the request of any party hereto and, except as otherwise set forth herein, at the expense of the party so requesting (in the case of the Stockholders’ Representative, on behalf of the Equityholders), each other party hereto shall execute and deliver to such requesting party such

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documents and take such other action as such requesting party may reasonably request in order to consummate the transactions contemplated hereby.

SECTION 9.13 Remedies. The parties hereto understand and agree that the provisions of this Agreement are uniquely related to the desire of the parties and their respective Affiliates to consummate the transactions contemplated hereby, that the transactions contemplated hereby represent a unique business opportunity at a unique time for each of the parties hereto and their respective Affiliates and further agree that irreparable damage would occur in the event that any provision of this Agreement were not performed in accordance with its terms and further agree that, although monetary damages may be available for the breach of such covenants and undertakings, monetary damages would be an inadequate remedy therefor. Accordingly, each party hereto agrees, on behalf of itself and its Affiliates, that, in the event of any breach or threatened breach by the Company, on the one hand, or Parent, Merger Sub, or Merger Sub II, on the other hand, of any provision of this Agreement, the Company, on the one hand, or Parent, Merger Sub, or Merger Sub II, on the other hand, shall be entitled to an injunction or injunctions, specific performance and other equitable relief to prevent or restrain breaches or threatened breaches of this Agreement, and to specifically enforce the terms and provisions of this Agreement. Any party seeking an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the terms and provisions of this Agreement shall not be required to provide, furnish or post any bond or other security in connection with or as a condition to obtaining any such Order or injunction, and each party hereto hereby irrevocably waives any right it may have to require the provision, furnishing or posting of any such bond or other security. In the event that any Legal Proceeding should be brought in equity to enforce the provisions of this Agreement, no party shall allege, and each party hereto hereby waives the defense, that there is an adequate remedy at law.

SECTION 9.14 Knowledge. For purpose of this Agreement, (i) “knowledge” of the Company (or “the Company’s knowledge” or similar references) means the actual knowledge after due inquiry of each Person named on Schedule 9.14(i) to this Agreement, and (ii) “knowledge” of Parent, Merger Sub, or Merger Sub II means the actual knowledge after due inquiry of each Person named on Schedule 9.14(ii) to this Agreement.

SECTION 9.15 Interpretation. The words “hereof”, “herein”, “hereto”, “hereunder” and “hereinafter” 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 the context otherwise requires. The terms defined in the singular shall have a comparable meaning when used in the plural, and vice versa. The term “dollars” and character “$” shall mean United States dollars. The term “including” shall mean including, without limitation, and the words “include” and “includes” shall have corresponding meanings and such words shall not be construed to limit any general statement that they follow to the specific or similar items or matters immediately following them. The term “or” is not exclusive, unless the context otherwise requires. The exhibits, the Company Disclosure Schedule, the Parent Disclosure Schedule and the other schedules to this Agreement are hereby incorporated herein and made a part hereof and are an integral part of this Agreement. Any capitalized terms used in the Company Disclosure Schedule, the Parent Disclosure Schedule or any other exhibit or schedule hereto but not otherwise defined therein shall be defined as set forth in this Agreement. Any reference in this Agreement to gender shall include all genders and the neuter. The parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties hereto and no

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presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. Any agreement, instrument, Law or statute defined or referred to herein or any agreement or instrument that is referred to herein means such agreement, instrument, or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver of consent and (in the case of statutes) by succession or comparable successor statutes and references to all attachments thereto, instruments incorporated therein and any rules or regulations promulgated thereunder (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 shall be deemed to refer to such statute, as amended, and to any rules or regulations promulgated thereunder, in each case, as of such date). Any agreement or instrument referred to herein shall include reference to all exhibits, schedules and other documents or agreements attached thereto. Neither the specification of any dollar amount in any representation or warranty contained in this Agreement nor the inclusion of any specific item in the Company Disclosure Schedule or the Parent Disclosure Schedule is intended to imply that such amount, or higher or lower amounts, or the item so included or other items, are or are not material, and no party shall use the fact of setting forth of any such amount or the inclusion of any such item in any dispute or controversy between the parties as to whether any obligation, item or matter not described herein or included in the Company Disclosure Schedule or the Parent Disclosure Schedule is or is not material for purposes of this Agreement. All references to any documents or other materials or information having been “provided to Parent” or “made available to Parent” or substantially similar references shall refer to any such documents or other materials or information posted, retained and thereby made available prior to the date hereof in the Project El Cap data room established by Dorsey & Whitney LLP and hosted by Box, Inc. All references to any documents or other materials or information having been “provided to Company” or “made available to Company” or substantially similar references shall refer to any such documents or other materials or information posted, retained and thereby made prior to the date hereof in the data room established by Parent and hosted by Intralinks, Inc.

SECTION 9.16 Legal Representation.

(a) Each of Parent, Merger Sub, and Merger Sub II agrees and acknowledges that Dorsey & Whitney LLP (“Dorsey”) has represented the Company in connection with the transactions provided for in this Agreement and the Additional Agreements. Parent (on its behalf and on behalf of its Affiliates) further agrees that, notwithstanding anything in this Agreement to the contrary, as to all communications among any of Dorsey and the Company (including any of its managers, stockholders, members, officers or employees) that relate exclusively to this Agreement or the transactions contemplated hereby, the attorney-client privilege and the expectation of client confidence belongs to the Company and shall be controlled by the Company and shall not pass to or be claimed by Parent, Merger Sub, or Merger Sub II or any of their respective Affiliates. Notwithstanding anything to the contrary contained herein, in the event that after the Closing a dispute arises between Parent, Merger Sub, or Merger Sub II or any of their respective agents or Affiliates and a Person other than the Company, or any of its agents or Affiliates, then Parent, Merger Sub, or Merger Sub II or any of their respective agents or Affiliates, as applicable, may assert the attorney-client privilege to prevent disclosure of confidential communications to or from Dorsey.

(b) Each of the parties hereto acknowledges and agrees, on its own behalf and on behalf of its directors, managers, members, partners, officers, employees, and Affiliates that only the Company is the client of Dorsey. After the Closing, it is possible that Dorsey will represent the

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Company and its Affiliates including the Equityholders (individually and collectively, the “Sellers”) or the Stockholders’ Representative in connection with the transactions contemplated herein or in the Escrow Agreement and any claims made thereunder pursuant to this Agreement or the Escrow Agreement. Parent, Merger Sub, and Merger Sub II hereby agree that Dorsey may represent the Sellers or the Stockholders’ Representative in the future in connection with issues that may arise under this Agreement or the Escrow Agreement, the administration of the escrow fund and any claims that may be made thereunder pursuant to this Agreement or the Escrow Agreement. Each of the parties hereto consents thereto, and waives any conflict of interest arising therefrom, and each such party shall cause any Affiliate thereof to consent to waive any conflict of interest arising from such representation. Each of the parties hereto 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.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the undersigned parties hereto have caused this Agreement and Plan of Merger and Reorganization to be executed as of the date first written above.


			SOCIAL FINANCE, INC.


			By:			/s/ Anthony Noto
						Name: Anthony Noto
						Title: CEO



			SFI ACQUISITION CO., INC.


			By:			/s/ Christopher Lapointe
						Name: Christopher Lapointe
						Title: President



			SFI FINANCIAL TECHNOLOGIES LLC


			By:			/s/ Christopher Lapointe
						Name: Christopher Lapointe
						Title: President



			GALILEO FINANCIAL TECHNOLOGIES, INC.


			By:			/s/ Clay Wilkes
						Name: Clay Wilkes
						Title: Chief Executive Officer


			Acknowledged and agreed solely in its capacity as STOCKHOLDERS’ REPRESENTATIVE:


			SHAREHOLDER REPRESENTATIVE SERVICES LLC, solely in its capacity as the Stockholders’ Representative


			By:			/s/ Kip Wallen
						Name: Kip Wallen
						Title: Director

EXHIBIT A

AGREED FORM

CONFIDENTIAL

SUPPORT AGREEMENT

This Support Agreement (this “Agreement”), is made as of this [●] day of [●], 2020, between Social Finance, Inc., a Delaware corporation (“Parent”),[ and] the undersigned stockholder of Galileo Financial Technologies, Inc., a Delaware corporation (the “Company”), identified on the signature page hereto in the undersigned’s capacity as a stockholder of the Company (the “Stockholder”)[, and Clayton Wilkes (the “Beneficial Owner”)].

WHEREAS, Parent, SFI Acquisition Co., Inc., a Delaware corporation and direct subsidiary of Parent (“Merger Sub”), SFI Financial Technologies LLC, a Delaware limited liability company and direct subsidiary of Parent (“Merger Sub II”), the Company and Shareholder Representative Services, LLC (“SRS”), solely in its capacity as the representative, agent and attorney-in-fact of the Equityholders (as defined therein) (the “Stockholders’ Representative”) have entered into an Agreement and Plan of Merger and Reorganization, dated as of April 6, 2020 (the “Merger Agreement”), pursuant to which, among other things, Merger Sub will merge with and into the Company (the “First Merger”), with the Company being the surviving corporation of the First Merger (the Company, in its capacity as the surviving corporation of the First Merger, is thereafter sometimes referred to as the “Surviving Corporation”); and (b) immediately following the First Merger and as part of the same integrated transaction as the First Merger, the Surviving Corporation will merge with and into Merger Sub II (the “Second Merger” and, together with the First Merger, the “Mergers”), whereupon the separate existence of the Surviving Corporation shall cease and Merger Sub II shall continue as the surviving entity (Merger Sub II, in its capacity as the surviving entity of the Second Merger, is thereafter sometimes referred to as the “Surviving Entity”) and each share of Company Common Stock and Company Preferred Stock outstanding as of immediately prior to the Effective Time will be exchanged for the right to receive the applicable Merger Consideration, in each case subject to and in accordance with the terms of the Merger Agreement; and

WHEREAS, the Stockholder owns, or possesses the sole right to vote or direct the voting of, the number of shares of Company Common Stock and/or Company Preferred Stock set forth on the signature page hereto (the “Covered Shares”); and

WHEREAS, the Stockholder owns, or possesses the power to dispose of or to direct the disposition of, the Covered Shares; and

WHEREAS, if so indicated on the signature page hereto, the Stockholder has the right, prior to the Effective Time, to acquire pursuant to the exercise of the Options issued and outstanding pursuant to the 2001 Option Plan or the 2011 Option Plan (collectively, the “Company Stock Plans”), the number of shares of the Company Common Stock set forth on such signature page; and

WHEREAS, as a material inducement for Parent, Merger Sub and Merger Sub II to enter into the Merger Agreement and consummate the transactions contemplated thereby, the Stockholder [and the Beneficial Owner, who, through his ownership of all of the membership interests of the Stockholder, is the beneficial owner of the Covered Shares,] [has] [have] agreed to enter into this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the covenants and agreements set forth herein and in the Merger Agreement, and intending to be legally bound hereby, the parties agree as follows:

1. Representations and Warranties of the Stockholder[ and the Beneficial Owner]. [Each of the Beneficial Owner and] [T][t]he Stockholder represents, warrants and covenants to Parent, Merger Sub, Merger Sub II, the Surviving Entity, and the Surviving Corporation as of the date hereof and at all times until the Effective Time as follows:

(a) That the Stockholder is now, and at all times until the Effective Time will be, the sole and exclusive owner, of record and beneficially, or possesses and will possess the sole right to vote or direct the voting of all of the Covered Shares, and possesses and will possess the sole power to dispose of or direct the disposition of all of Covered Shares. Other than the Covered Shares and the Options set forth on the signature page hereto, the Stockholder does not own any shares of Company Common Stock, Company Preferred Stock, Options or any other interests in, options to purchase or rights to subscribe for or otherwise acquire any securities of the Company and has no interest in or voting rights with respect to any securities of the Company.

(b) The Stockholder has, and through the Effective Time will continue to have, the sole right and power to vote and dispose of, or to direct the voting and disposition of all of the Covered Shares.

(c) If the Stockholder is an individual, the Stockholder has the legal capacity to execute this Agreement, or, if the Stockholder is not an individual, the Stockholder is duly organized and validly existing under the applicable laws of its state of organization.

(d) The Stockholder[ and the Beneficial Owner] has full right, power and authority to enter into, deliver and perform its, his or her obligations under this Agreement and to consummate the transactions contemplated by this Agreement, the Merger Agreement and all of the other documents and agreements required to be delivered in connection therewith to which the Stockholder[ or the Beneficial Owner, as applicable,] is a party.

(d) The Covered Shares are (and will be) free and clear of all liens, security interests, mortgages, pledges, charges or similar encumbrances (collectively, “Liens”) other than such as exist under applicable securities laws or as shall be terminated in connection with the consummation of the Merger.

(e) This Agreement has been duly executed and delivered by the Stockholder[ and the Beneficial Owner], and constitutes the legal, valid and binding obligation of the Stockholder[ and the Beneficial Owner], and is enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar Laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

(f) The execution, delivery and performance of this Agreement by the Stockholder[ and the Beneficial Owner] does not, and the consummation by the Stockholder[ and the Beneficial Owner] of the transactions contemplated by this Agreement will not, (i) result in a violation or breach of, contravene or conflict with, constitute a default under, or give rise to any right to declare a default (or an event which, with the giving of due notice or lapse of time or both, would become a default) or to exercise any remedy under, accelerate the maturity or performance of or payment under, or cancel, terminate or modify (with or without due notice or lapse of time or both) any agreement or commitment to which the Stockholder[ or the Beneficial Owner] is a party, (ii) violate any Law or any judgment, decree, order, regulation or rule of any court or other Governmental Authority applicable to the Stockholder[ or the Beneficial Owner], including any legal proceedings currently pending against the Stockholder[ or the Beneficial Owner], (iii) result in the creation of any Liens on any of the assets or properties of the Stockholder[ or the Beneficial Owner], (iv) require the consent of any person or entity which has not been obtained, or (v) if the Stockholder is an entity, violate any provision of the organizational documents of the Stockholder.

(g) [Neither the Beneficial Owner nor] [T][t]he Stockholder [is][are] [not] required to give any notice to, make any filing or registration with, or obtain any authorization, waiver, license, consent, or approval of any Governmental Authority or third party in connection with the execution and delivery of this Agreement by the Stockholder[ and the Beneficial Owner], the performance by the Stockholder[ and the

Beneficial Owner] of his, her or its obligations under this Agreement or the consummation by the Stockholder[ and the Beneficial Owner] of the transactions contemplated by this Agreement or the Merger Agreement.

(h) If the Stockholder is a natural person, then, unless Exhibit A is completed as set forth in the following sentence, either (i) the Stockholder is not married or (ii) the consent of the Stockholder’s spouse is not required for the execution, delivery and performance by the Stockholder of this Agreement. If the Stockholder is married, and any of the Covered Shares of the Stockholder constitute community property or otherwise need spousal or other approval for this Agreement to be legal, valid and binding, a spousal consent substantially in the form attached as Exhibit A hereto has been duly executed and delivered by the Stockholder’s spouse and, assuming the due authorization, execution and delivery hereof by Parent, is enforceable against the Stockholder’s spouse in accordance with its terms.

(i) The Stockholder[ and the Beneficial Owner] has been advised to seek legal, financial and tax advice prior to signing this Agreement and has had an opportunity to review with the Stockholder’s[ and the Beneficial Owner’s] tax, financial and legal advisors the consequences of the Mergers and the transactions contemplated by the Merger Agreement and this Agreement. The Stockholder[ and the Beneficial Owner] has read and understands the Merger Agreement and this Agreement and executes this Agreement freely and voluntarily.

(j) The Stockholder[ and the Beneficial Owner] understand[s] and acknowledge[s] that Parent, Merger Sub and Merger Sub II are entering into the Merger Agreement in reliance upon the Stockholder’s[ and the Beneficial Owner’s] execution, delivery and performance of this Agreement. Parent shall be entitled to rely on the description of the Covered Shares set forth on the signature page hereto and in no event shall Parent, Merger Sub, Merger Sub II, the Surviving Entity, the Surviving Corporation, and the respective representatives, successors and assigns of each of the foregoing in their capacity as such (each, an “Acquirer Indemnified Party” and collectively, the “Acquirer Indemnified Parties”) be liable to the Stockholder therefor or responsible for any inaccuracy therein.

(k) If the Stockholder is receiving Parent Series H-1 Preferred Stock in connection with the Mergers, the Stockholder represents and warrants that it, he or she (i) is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), (ii) understands that the shares of Parent Series H-1 Preferred Stock are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Parent Series H-1 Preferred Stock for his, her or its own account for investment purposes only and not with a view to or for distributing or reselling such Securities or any part thereof, (iii) has no present intention of distributing any of such Parent Series H-1 Preferred Stock and has no arrangement or understanding with any other persons regarding the distribution of such Parent Series H-1 Preferred Stock. The Stockholder does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Parent Common Stock.

(l) As of the date hereof, there is no Legal Proceeding pending against, or, to the knowledge of the Stockholder[ or the Beneficial Owner], threatened against the Stockholder[ or the Beneficial Owner] or any of the Stockholder’s[ or the Beneficial Owner’s] properties or assets (including, without limitation, any Covered Shares or Options beneficially owned by the Stockholder[ or the Beneficial Owner]) that could reasonably be expected to prevent or materially delay or impair the consummation by the Stockholder[ or the Beneficial Owner] of the transactions contemplated by this Agreement or the Merger Agreement or otherwise materially impair the Stockholder’s[ or the Beneficial Owner’s] ability to perform its obligations hereunder or thereunder. In the event that any such Legal Proceeding is pending or threatened against the Stockholder[ or the Beneficial Owner] at any time following the date hereof, the Stockholder[ or the Beneficial Owner, as applicable,] shall promptly notify Parent thereof.

(m) [The Beneficial Owner is now, and at all times until the Effective Time will be, the sole and exclusive owner, of record and beneficially, or possesses and will possess the sole right to vote or direct the voting of, all of the membership or other equity interests in the Stockholder. The Beneficial Owner has the legal capacity to execute this Agreement.]

2. Covenants of the Stockholder.

(a) [Each of the Beneficial Owner and] [T][t]he Stockholder agree[s] that the Stockholder shall vote, or cause to be voted, in person or by proxy, or by written consent, as applicable, the Covered Shares (i) in favor of the Merger Agreement and the transactions contemplated thereby, and any other matter that could reasonably be expected to facilitate the Merger until this Agreement terminates as provided in Section 2(d), (ii) against any proposal or action that is intended, or could reasonably be expected to, impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any other transactions contemplated by the Merger Agreement, (iii) against any action or agreement that could reasonably be expected to result in a breach of any representation, warranty, covenant or obligation of the Company in connection with any agreement entered into by the Company or in connection with the Merger Agreement or that could reasonably be expected to preclude fulfillment of a condition precedent under the Merger Agreement or the Company’s obligation to consummate the Merger, and (iv) against any Acquisition Proposal. Until the Effective Time, in the event that any meeting of the stockholders of the Company is held with respect to any of the foregoing (and at every adjournment or postponement thereof), the Stockholder shall, or shall cause the holder of record of the Covered Shares on any applicable record date to, appear at such meeting or otherwise cause the Covered Shares to be counted as present thereat for purposes of establishing a quorum and to be voted as required herein or respond to the request by the Company for written consent, as applicable.

(b) The Stockholder agrees that until the termination of this Agreement as provided in Section 2(d), that the Stockholder shall not, without the prior written consent of Parent, directly or indirectly, sell, transfer, hypothecate, grant a security interest in (after the date hereof), tender or permit the tender into any tender or exchange offer, or otherwise dispose of or encumber, enter into any voting agreement in respect of, or otherwise grant to any Person any right to vote or direct the voting of any of the Covered Shares or any options to acquire the Company Common Stock issued and outstanding pursuant to the Company Stock Plans except as contemplated by the Merger Agreement. Notwithstanding the foregoing, in the case of any transfer by operation of law, this Agreement shall be binding upon and inure to the transferee.

(c) [Each of the Beneficial Owner and] [T][t]he Stockholder agrees that until the termination of this Agreement as provided in Section 2(d),[ each of the Beneficial Owner and] the Stockholder shall not, and shall not authorize or permit any of its Affiliates or any of its or their Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal; or (iv) furnish any material nonpublic information with respect to, assist or participate in, or facilitate in any other manner, any effort or attempt by any Person to do or seek to do anything prohibited in this Section 2(c). [Each of the Beneficial Owner and] [T][t]he Stockholder shall immediately cease and cause to be terminated, and shall cause its and their respective Affiliates and all of its and their respective Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. [ Each of the Beneficial Owner and] The Stockholder also shall, and shall cause its Affiliates to, and each such foregoing Person shall cause its respective Representatives to, promptly notify any party with which such discussions or negotiations were being held of such termination described above.

(d) This Agreement, other than the provisions of Sections 5 through and including Section 23 hereof, shall terminate upon the earlier to occur of: (i) the termination of the Merger Agreement in accordance with its terms or (ii) the Effective Time. The provisions of Sections 5 through and including Section 23 shall terminate only upon the termination of the Merger Agreement in accordance with its terms prior to the Closing.

(e) The Stockholder hereby forever waives and agrees not to exercise any appraisal rights or dissenters’ rights, including without limitation pursuant to Section 262 of the DGCL, in respect of the Stockholder’s Covered Shares that may arise in connection with the Mergers or any other transactions contemplated by the Merger Agreement.

(f) The Stockholder hereby agrees not to commence or participate in, and to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against the Company, Parent, Merger Sub, Merger Sub II or any of their respective successors, directors or officers relating to the negotiation, execution or delivery of this Agreement or the Merger Agreement or the consummation of the Mergers or the other transactions contemplated thereby, including any such claim (i) challenging the validity of, or seeking to enjoin or delay the operation of, any provision of this Agreement or the Merger Agreement or (ii) alleging a breach of any duty of the Company’s Board of Directors in connection with the Merger Agreement, this Agreement or the transactions contemplated thereby or hereby, but excluding any such claim brought on behalf of the Stockholder to enforce the terms of the Merger Agreement.

(g) [Each of the Beneficial Owner and] [T][t]he Stockholder shall promptly notify Parent of any development occurring after the date hereof that causes, or that would reasonably be expected to cause, any breach of any of the representations, warranties and covenants of the Stockholder[ and the Beneficial Owner] set forth in Section 1 hereof and this Section 2.

3. Additional Shares and Options. Notwithstanding anything to the contrary contained herein, this Agreement shall apply to all shares of the Company Common Stock and the Company Preferred Stock which the Stockholder[ or the Beneficial Owner] currently has the sole right and power to vote and/or dispose of, or to direct the voting or disposition of, and all such shares of the Company Common Stock and the Company Preferred Stock which the Stockholder[ or the Beneficial Owner] may hereafter acquire, and all Options which the Stockholder[ or the Beneficial Owner] may currently own or hereafter acquire.

4. Options and Notice of Option Exercise Limitation. Stockholder agrees that Stockholder shall not deliver any notice of exercise of any Option within five (5) Business Days prior to the Effective Time nor, except to the extent pursuant to or otherwise in connection with a notice of exercise delivered prior to the date that is five (5) Business Days prior to the Effective Time, exercise or attempt to exercise any Option within five (5) Business Days prior to the Effective Time, except for the exercise of the Options that by their terms will expire if not exercised and in such case any shares of the Company Common Stock received upon such exercise shall be subject to the terms of this Agreement.

5. Merger Agreement; Independent Investigation; Defined Terms.

(a) The Stockholder acknowledges and agrees that the Stockholder has received and reviewed the Merger Agreement, and the Stockholder fully understands and agrees to the terms and conditions thereof. The Stockholder further acknowledges and agrees that the Stockholder is an Equityholder, as defined in the Merger Agreement. The Stockholder understands that by executing this Agreement, the Stockholder hereby agrees to be bound by (and entitled to the benefits of) all of the terms, conditions, rights, duties, and obligations of a Stockholder and an Equityholder under the Merger Agreement as if it, he or she were a signatory and direct party thereto. Such obligations include, without limitation, (i) the obligation to pay, or to direct Parent

to pay on the Stockholder’s behalf, the Stockholder’s Note Pro Rata Share of the Deferred Transaction Fee to Qatalyst Partners LLC pursuant to Section 2.14(e) of the Merger Agreement, (ii) to appoint and indemnify, defend and hold harmless the Stockholders’ Representative pursuant to and in accordance with Section 2.15 of the Merger Agreement and (iii) the indemnification provisions and other obligations and limitations in Article VII of the Merger Agreement, which are also referenced generally in Section 6 below.

(b) The Stockholder further acknowledges, consistent with Section 3.26 of the Merger Agreement, that it, he or she has conducted its, his or her own independent investigation, review and analysis of the business, results of operations, prospects, condition (financial or otherwise) or assets of Parent, Merger Sub and Merger Sub II, and acknowledges that it, he or she has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of Parent, Merger Sub and Merger Sub II for such purpose. The Stockholder (i) acknowledges and agrees that in making its, his or her decision to enter into this Agreement and to consummate the transactions contemplated hereby and by the Merger Agreement, the Stockholder has relied solely upon its, his or her own investigation and the express representations and warranties of the Parent, Merger Sub and Merger Sub II set forth in Article IV of the Merger Agreement (including the related portions of the Parent Disclosure Schedule) and (ii) specifically disclaims that it, he or she is relying upon or has relied upon any other representations or warranties that may have been made by the Parent, Merger Sub, Merger Sub II or any other Person, and acknowledges and agrees that Parent has specifically disclaimed and does hereby specifically disclaim any such other representation made by Parent, Merger Sub, Merger Sub II or any other Person, except as expressly set forth in Article IV of the Merger Agreement (including the related portions of the Parent Disclosure Schedule).

(c) Capitalized terms used and not defined herein but that are defined in the Merger Agreement shall have the respective meanings ascribed to them in the Merger Agreement.

6. Indemnification and Escrow. Without limiting the generality of Section 5(a) of this Agreement, the Stockholder acknowledges and agrees that the Equityholders, including the Stockholder, shall indemnify and hold harmless the Acquirer Indemnified Parties from Losses for which the Acquirer Indemnified Parties are entitled to indemnification under Section 7.02 of the Merger Agreement, subject to the conditions and limitations set forth in Article VII of the Merger Agreement. Consistent with the foregoing, the Stockholder (a) acknowledges and consents to the terms, conditions and limitations of the indemnification and escrow provisions provided for in the Merger Agreement and the Escrow Agreement, and (b) acknowledges and agrees that such indemnification provisions require, among other things, that the Stockholder, save, defend, indemnify and hold harmless the Acquirer Indemnified Parties pursuant to Section 7.02 thereof as and to the extent set forth in Article VII of the Merger Agreement.

7. Release and Covenant Not to Sue.

(a) Effective as of, from, and after the Effective Time,[ each of the Beneficial Owner and] the Stockholder, on behalf of itself and, as applicable, its present and former parents, Subsidiaries, Affiliates, officers, directors, managers, equityholders, members, family members, employees, beneficiaries, heirs, successors, assigns, and any other Person claiming by, through or under any of the foregoing (collectively, “Stockholder Releasors”) hereby absolutely, unconditionally and irrevocably releases, waives and forever discharges the Company and each of the Acquirer Indemnified Parties of and from any and all actions, causes of action, suits, losses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands, of every kind and nature whatsoever, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in law, admiralty or equity, which any of such Stockholder Releasors ever had, now have, or hereafter can, shall, or may have against the Company and its Subsidiaries prior to the Effective Time for, upon, or by reason of any matter, cause, or thing related to such Stockholder Releasors’ capacity as a[ direct

or indirect] stockholder of the Company and arising out of or related to acts, events, circumstances, conditions or omissions occurring at or prior to the Effective Time (collectively, “Released Claims”); provided, however, that nothing contained in the foregoing shall operate to release any (A) indemnification rights granted to[ the Beneficial Owner or] the Stockholder in its capacity as a director or officer of the Company (and solely in and to the extent of such capacity, and which shall not entitle the undersigned to indemnification in respect of any indemnification owed by the undersigned in the undersigned’s capacity as an Equityholder to Acquirer Indemnified Parties pursuant to Section 7.02 of the Merger Agreement) under the Delaware General Corporation Law or the provisions of the Company’s Organizational Documents; (B) rights granted to[ the Beneficial Owner or] the Stockholder pursuant to this Agreement, the Merger Agreement or any agreement, instrument, certificate or document delivered pursuant to the Merger Agreement; and (C) if[ the Beneficial Owner or] the Stockholder is or was an employee or consultant of the Company or any of its Subsidiaries, any claim for the payment or receipt of accrued but unpaid wages, salaries or other cash compensation or benefits to the extent already due and excluding any unpaid vacation or PTO that follows the Company’s or its Subsidiaries carryforward rules, in each case solely to the extent related to[ the Beneficial Owner’s or] the Stockholder’s employment or consulting relationship with the Company or any of its Subsidiaries. This release is intended to be a complete and general release with respect to the Released Claims being released herein, subject to the limitations set forth in the preceding sentence, and specifically includes claims that are known, unknown, fixed, contingent or conditional, including any breach of fiduciary duty, or claims arising under the Securities Act of 1933, as amended, or any other federal, state, blue sky or local law dealing with any securities.

Subject to the reservation of rights and the limitation of the scope of the claims released herein,[ each of the Beneficial Owner and] the Stockholder for itself and for the other Stockholder Releasors expressly acknowledges that with respect to the release of known or unknown Released Claims being released herein, each Stockholder Releasor is aware that it may hereafter discover facts in addition to or different from those which it now knows or believes to be true with respect to the subject matter herein, and the releases herein are binding and effective notwithstanding the discovery or existence of any such additional or different facts.

(b) [EACH OF THE BENEFICIAL OWNER AND] THE STOCKHOLDER ACKNOWLEDGE[S] THAT THE STOCKHOLDER [AND THE BENEFICIAL OWNER, AS APPLICABLE,] [HAS][HAVE] BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

Each Stockholder Releasor acknowledges and agrees that California Civil Code Section 1542, and any similar provision in any other jurisdiction, if they exist, are designed to protect a party from waiving claims which it does not know exist or may exist. Nonetheless, each Stockholder Releasor agrees that the waiver of California Civil Code Section 1542 and any similar provision in any other jurisdiction is a material portion of the releases intended herein, and it therefore intends to waive all protection provided by California Civil Code Section 1542 and any other similar provision in any other jurisdiction with respect to the Released Claims being released herein. EACH STOCKHOLDER RELEASOR FURTHER ACKNOWLEDGES AND AGREES THAT IT IS AWARE THAT IT MAY HEREAFTER DISCOVER CLAIMS OR FACTS IN ADDITION TO OR DIFFERENT FROM THOSE IT NOW KNOWS OR BELIEVES TO BE TRUE WITH RESPECT TO THE MATTERS RELEASED HEREIN. NEVERTHELESS, SUBJECT TO THE RESERVATION OF RIGHTS AND THE LIMITATION OF SCOPE OF THE CLAIMS RELEASED HEREIN, IT INTENDS

TO FULLY, FINALLY AND FOREVER RELEASE ALL SUCH MATTERS. IN FURTHERANCE OF SUCH INTENTION, THE RELEASES GIVEN HEREIN SHALL BE AND REMAIN IN EFFECT AS FULL AND COMPLETE GENERAL RELEASES OF ALL SUCH MATTERS, NOTWITHSTANDING THE DISCOVERY OR EXISTENCE OF ANY ADDITIONAL OR DIFFERENT CLAIMS OR FACTS RELATIVE THERETO.

(c) [Each of the Beneficial Owner and] [T][t]he Stockholder represents and warrants to Parent, Merger Sub, Merger Sub II, the Surviving Entity, and the Surviving Corporation that (i) no Stockholder Releasor has assigned any Released Claim or possible Released Claim against the Company or any Acquirer Indemnified Party, and (ii) each Stockholder Releasor has consulted with counsel with respect to the execution and delivery of this Agreement and has been fully apprised of the consequences of this Section 7.

(d) [Each of the Beneficial Owner and] [T][t]he Stockholder, on behalf of itself and the Stockholder Releasors, hereby absolutely, unconditionally and irrevocably, covenants and agrees that it will not sue or otherwise bring, initiate or participate in any Legal Proceeding (at law, in equity, in any regulatory proceeding or otherwise) against the Company or any Acquirer Indemnified Party on the basis of any Released Claim.

8. Non-Solicitation.

(a) Commencing on the date hereof and until the three (3)1 year anniversary of the Closing Date,[ each of the Beneficial Owner and] the Stockholder agrees that it shall not, and shall cause its Affiliates not to, without prior written consent of Parent, directly or indirectly, (i) solicit, induce or encourage any of the employees of the Company, the Surviving Entity or any of their respective Subsidiaries [listed in Exhibit B]2 (each, a “Restricted Person”) to leave his or her employment or (ii) hire, employ or otherwise similarly engage any such Restricted Person; provided, however, that the foregoing clause (i) shall not apply to any Restricted Person who responds to general advertisement or a general solicitation not specifically directed at such Restricted Person and the foregoing clauses (i) and (ii) shall not apply to any Restricted Person whose employment is terminated by the Company or any of its Subsidiaries; provided, further, that if the Stockholder is a venture capital or other investment fund, the term “Affiliates” as used in this Section 8 shall not include any reference to any portfolio company of the Stockholder or its Affiliates so long as the Stockholder does not direct such portfolio company to engage in such solicitation.

(b) Each of Parent[, the Beneficial Owner] and the Stockholder agrees that the duration and scope of the non-solicitation provision set forth in this Section 8 are reasonable and necessary to protect the legitimate interests of Parent. In the event that any court of competent jurisdiction determines that the duration or the restrictions, or both, are unreasonable and that such provision is to that extent unenforceable, Parent[, the Beneficial Owner] and the Stockholder agree that the provision shall remain in full force and effect to the maximum extent for the greatest time period and scope that would not render it unenforceable. Parent[, the Beneficial Owner] and the Stockholder intend that this non-solicitation provision shall be deemed to be a series of separate covenants, one for each and every Restricted Person. [Each of the Beneficial Owner and] [T][t]he Stockholder agrees that damages are an inadequate remedy for any breach of this provision and that Parent shall, whether or not it is pursuing any potential remedies at Law, be entitled to equitable relief in the form of preliminary and permanent injunctions without bond or other security upon any actual or threatened breach of this non-solicitation provision.

(c) [Each of the Beneficial Owner and] [T][t]he Stockholder acknowledges that his or her ownership of Covered Shares represents a substantial interest in the Company and the Stockholder intends

1 NTD: To be set at two years solely in the Support Agreement to be executed by Accel.

2 NTD: Key Employees to be included solely in Support Agreement to be executed by Accel..

to transfer to Parent the goodwill reflected in the Covered Shares owned by the Stockholder. [Each of the Beneficial Owner and] [T][t]he Stockholder further acknowledges that Parent would not enter into this Agreement but for the restrictions in this Section 8.

(d) If[ the Beneficial Owner or] the Stockholder violates the terms of this Section 8,[ the Beneficial Owner and] the Stockholder shall continue to be bound by the restrictions set forth herein until a total period of three (3) years has expired, excluding any periods of violation of this Section 8.3

9. [Non-Competition.4

(a) During the period commencing on the Closing Date and until the three (3) year anniversary of the Closing Date,[ each of the Beneficial Owner and] the Stockholder shall not (other than, as applicable, in his or her capacity as an employee of Parent, the Surviving Entity or any of their respective Subsidiaries), directly or indirectly, whether as a partner, officer, director, employee, stockholder, joint venture, member, investor (other than as the passive holder of not more than one percent (1%) of the total outstanding stock of a publicly-held company or any stock of Parent) or otherwise:

(i) engage in, participate in, assist, operate, encourage, establish, develop or otherwise facilitate any business that is competitive with the business of the Company, the Surviving Entity or any of their respective Subsidiaries as such business has been conducted or had on the Closing Date been planned to be conducted by the Company or any of its Subsidiaries, where such business has been conducted (the “Restricted Territory”); or

(ii) contact, solicit, or attempt to contact or solicit any individual or entity that is a client, customer or account, or is then contemplated or in discussions to be a client, customer or account, of the Company or any of its Subsidiaries on the Closing Date, or had been a client, customer or account of the Company or any of its Subsidiaries within a period of two (2) years prior to the Closing Date, for the purpose of diverting or taking away the business or patronage of such client, customer or account from the Company, the Surviving Entity or any of their respective Subsidiaries.

(b) Each of Parent[, the Beneficial Owner] and the Stockholder agrees that the duration and geographic scope of the non-competition provision set forth in this Section 9 are reasonable and necessary to protect the legitimate interests of Parent. In the event that any court of competent jurisdiction determines that the duration or the geographic scope, or both, are unreasonable and that such provision is to that extent unenforceable, Parent[, the Beneficial Owner] and the Stockholder agree that the provision shall remain in full force and effect to the maximum extent for the greatest time period and in the greatest area that would not render it unenforceable. Parent[, the Beneficial Owner] and the Stockholder intend that this non- competition provision shall be deemed to be a series of separate covenants, one for each and every county or other political subdivision of each and every state or other area of the Restricted Territory. [Each of the Beneficial Owner and] [T][t]he Stockholder agrees that damages are an inadequate remedy for any breach of this provision and that Parent shall, whether or not it is pursuing any potential remedies at Law, be entitled to equitable relief in the form of preliminary and permanent injunctions without bond or other security upon any actual or threatened breach of this non-competition provision.

(c) [Each of the Beneficial Owner and] [T][t]he Stockholder acknowledges that his or her ownership of Covered Shares represents a substantial interest in the Company and the Stockholder intends to transfer to Parent the goodwill reflected in the Covered Shares owned by the Stockholder. [Each of the

3 NTD:Subclause (d) to be removed from the Support Agreement to be executed by Accel.

4 NTD: Only applicable to Foundation Capital L.L.C. and Clay Wilkes.

Beneficial Owner and] [T][t]he Stockholder further acknowledges that Parent would not enter into this Agreement but for the restrictions in this Section 9.

(d) If[ the Beneficial Owner or] the Stockholder violates the terms of this Section 9, the Stockholder shall continue to be bound by the restrictions set forth herein until a total period of three (3) years has expired, excluding any periods of violation of this Section 9.]

10. Stockholders’ Representative. Without limiting the generality of Section 5(a) of this Agreement, the Stockholder hereby absolutely, unconditionally and irrevocably, covenants and agrees that the Stockholders’ Representative is irrevocably appointed to act as the representative, agent and attorney-in-fact for the Stockholder in its capacity as an Equityholder for all purposes under the Merger Agreement, the Escrow Agreement and the Payments Administration Agreement, and any agreement or instrument entered into or delivered in connection with the Mergers (including with respect to all post-Closing matters requiring any action or decision by the Stockholder). Without limiting the generality of the foregoing, the Stockholders’ Representative shall be the exclusive representative, agent and attorney-in-fact for and on behalf of the Stockholder, with full power and authority to exercise any other rights to: (i) execute and deliver all documents necessary or desirable to carry out the intent of the Merger Agreement, the Escrow Agreement and any other Additional Agreements, (ii) serve as the named party with respect to any such claims on behalf of the Stockholder under the Merger Agreement, (iii) give and receive on behalf of the Stockholder any and all notices and documents from or to the Stockholder thereunder or under the Merger Agreement and any Additional Agreement, (iv) grant any consent, approval or waiver on behalf of the Stockholder under the Merger Agreement and any Additional Agreement, (v) pay amounts therefrom in connection with the Merger Agreement and enforcement of rights thereunder, and (vi) make all other elections or decisions contemplated by the Merger Agreement and any Additional Agreement on behalf of the Stockholder. The Stockholder does hereby give and grant unto the Stockholders’ Representative the power and authority to do and perform each such act and thing whatsoever that the Stockholder may or is required to do pursuant to the Merger Agreement and all Additional Agreements, and to amend, modify or supplement any of the foregoing in the Stockholder’s name, place and stead, as if the Stockholder had personally done such act. The death, incapacity, dissolution, liquidation, insolvency or bankruptcy of the Stockholder shall not terminate such appointment or the authority and agency of the Stockholders’ Representative. The power-of-attorney granted hereunder is coupled with an interest and is irrevocable.

11. Paying Agent. Without limiting the generality of Section 5(a) of this Agreement, the Stockholder hereby absolutely, unconditionally and irrevocably, covenants and agrees that the Paying Agent is entitled to exercise its rights and fulfill its obligations as and to the extent set forth in the Merger Agreement and the Payments Administration Agreement, and that no Acquirer Indemnified Party shall be liable to the Stockholder for, or responsible for, any act or omission taken by the Paying Agent, including any failure by the Paying Agent to properly conduct the exchange and payment procedures set forth in Section 2.14 of the Merger Agreement or to properly distribute the Merger Consideration pursuant to such exchange procedures.

12. Additional Agreements. The Stockholder agrees to execute, at or prior to the Closing, one or more joinders in a form reasonably satisfactory to Parent pursuant to which the Stockholder will become party to the Parent Equity Agreements, as amended in each case by the Omnibus Amendment. The Stockholder acknowledges and agrees that prior to its receipt of the Merger Consideration in exchange for the Covered Shares, the Stockholder shall execute and deliver to the Company the Letter of Transmittal in the form attached to Merger Agreement as Exhibit F thereto (along with delivery of its Certificates or a lost certificate affidavit and other items as contemplated by Section 2.14 of the Merger Agreement and an Accredited Investor Questionnaire in the form attached thereto). [The Beneficial Owner agrees that any violation or breach of this Agreement by the Stockholder shall be deemed to be a violation or breach by the Beneficial Owner and Parent shall be entitled to pursue any remedy available hereunder against both the Beneficial Owner and the Stockholder, or either of them, in its discretion.]

13. Confidentiality. From and after the date hereof, the[ each of the Beneficial Owner and] Stockholder shall, and shall cause its, his or her Affiliates and their respective Representatives to whom any Confidential Information (as hereinafter defined) was provided to, hold in confidence and not use for any purpose (other than, as applicable, in his or her capacity as an employee of Parent, the Surviving Entity or their respective Subsidiaries) any and all confidential and proprietary information, whether in written, verbal, graphic or other form, concerning any of the Company, its Subsidiaries, Parent, its Subsidiaries or the Merger Agreement or the transactions contemplated thereby (collectively, “Confidential Information”), except that[each of the Beneficial Owner and] the Stockholder shall have no obligation under this Section 13 with respect to any Confidential Information that as of the date hereof is, or after the date hereof becomes, generally available to the public other than through a breach of this Section 13 by the Stockholder[ or the Beneficial Owner] or any of its Affiliates or any of their respective Representatives. Notwithstanding the foregoing, the[each of the Beneficial Owner and] Stockholder may disclose Confidential Information, without violating the obligations of this Agreement, (A) solely to the extent necessary to enforce or defend any claim under the Merger Agreement or related agreements entered into in connection with the transaction contemplated thereby, or to enforce related rights not otherwise waived under this Agreement, but only to the extent deemed reasonably necessary by the Stockholder[ or the Beneficial Owner], upon the advice of legal counsel, to enforce or defend such claim; (B) to a financial advisor, attorney, or accountant who is subject to an obligation of confidence and non-use with respect to the Confidential Information for the purpose of obtaining advice or services from such party; or (C) if the Stockholder[ or the Beneficial Owner] is a venture capital or other investment firm, to its limited partners or other investors or potential investors if such disclosure is of financial or other information related to the performance or character of the Stockholder’s[ or the Beneficial Owner’s] investments and such Confidential Information relates to the Mergers and not to other Confidential Information, provided that, in each instance, the same are obligated to maintain the confidentiality of the information provided. [Each of the Beneficial Owner and] [T][t]he Stockholder shall, and shall cause its Affiliates and their respective Representatives to, take the same degree of care to protect the Confidential Information that such Person uses to protect such Person’s own confidential and proprietary information of a similar nature, but in no event less than a commercially reasonable degree of care. Notwithstanding the foregoing,[ each of the Beneficial Owner and] the Stockholder shall not be in breach of this Section 13 as a result of any disclosure of Confidential Information to the extent such disclosure is required by applicable Law or that is requested or required by any Governmental Authority or under any subpoena, civil investigative demand or other similar process, provided that[ the Beneficial Owner and] the Stockholder, shall promptly notify Parent, if allowed under applicable Law, of the existence, terms and circumstances surrounding such requested or compelled disclosure, and shall cooperate with Parent (at Parent’s sole expense) in connection with any of Parent’s efforts to prevent or limit the scope of such disclosure. If such disclosure cannot successfully be prevented or limited, the[each of the Beneficial Owner and] Stockholder may disclose without liability that portion of the Confidential Information that[each of the Beneficial Owner and] the Stockholder has been advised by its legal counsel is required to be disclosed.

14. Governing Law; Service of Process.

(a) This Agreement and any Legal Proceedings (whether based on contract, tort or otherwise) arising out of or relating to this Agreement or the actions of Parent,[ the Beneficial Owner,] the Stockholder, Merger Sub, Merger Sub II or the Company in the negotiation, administration, performance and enforcement thereof, shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Each of the parties hereto irrevocably agrees that any Legal Proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by another party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery in New

Castle County and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the above named courts, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by the applicable Law, any claim that (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. The parties hereto further agree that any final and nonappealable judgment against any of them in any action, suit or proceeding described in this Section 14(a) shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgment.

(b) Each party hereto irrevocably consents to the service of process outside the territorial jurisdiction of the courts referred to in Section 14(a) in any such action or proceeding by mailing copies thereof by registered or certified United States mail, postage prepaid, return receipt requested, to its address as specified pursuant to Section 23. However, the foregoing shall not limit the right of a party to effect service of process on the other party by any other legally available method.

15. Specific Performance. [Each of the Beneficial Owner and] [T][t]he Stockholder acknowledges and agrees that the failure of the Stockholder[ or the Beneficial Owner, as applicable,] to perform and comply with the provisions of this Agreement in strict accordance with the terms hereof may cause irreparable harm to Parent, for which there may be no adequate remedy at law. Parent shall be entitled, in addition to any other remedies or rights which it may have, to seek specific performance of this Agreement, without the posting of any bond, if the Stockholder[ or the Beneficial Owner] shall fail or refuse to perform the Stockholder’s[ or the Beneficial Owner’s] obligations hereunder.

16. WAIVER OF JURY TRIAL. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER OR RELATE TO THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 16.

17. Assignment; Successors. This Agreement may not be assigned by the Stockholder[ or the Beneficial Owner] (including by operation of law, by merger or otherwise) without the prior written consent of Parent

and any purported assignment in violation of this Agreement shall be void. Subject to the immediately preceding sentence, the provisions of this Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors, assigns, heirs and personal representatives.

18. Scope of Agreement. The parties hereto acknowledge and agree that this Agreement shall not confer upon Parent any right or ability to acquire the shares of Company Common Stock or Company Preferred Stock other than in connection with the Merger and pursuant to the Merger Agreement. The parties hereto acknowledge and agree that this Agreement does not constitute an agreement or understanding of the Stockholder[ or the Beneficial Owner] in the Stockholder’s[ or the Beneficial Owner’s] capacity as a director or officer of the Company, but only in the Stockholder’s[ or the Beneficial Owner’s] capacity as a holder of shares of Company Common Stock, Company Preferred Stock or Company Stock Options.

19. Severability. Any invalidity, illegality or unenforceability of any provision of this Agreement in any jurisdiction shall not invalidate or render illegal or unenforceable the remaining provisions hereof in such jurisdiction and shall not invalidate or render illegal or unenforceable such provision in any other jurisdiction

20. Amendment, Waiver. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto which expressly states its intention to amend this Agreement. No provision of this Agreement may be waived, except by an instrument in writing, executed by the waiving party, expressly indicating an intention to effect a waiver. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

21. Further Assurances. [Each of the Beneficial Owner and] [T][t]he Stockholder will execute and deliver, or cause to be executed and delivered, all further documents and instruments and use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws and regulations, to perform its obligations under this Agreement.

22. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic transmission shall be effective as delivery of a manually executed original counterpart of this Agreement.

23. Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given upon receipt if in writing and if served by personal delivery upon the Person for whom it is intended, by prepaid national overnight courier service (with signed confirmation of receipt), or by confirmed electronic mail (provided that, in the case of electronic mail, such confirmation is not automated); provided that the email is promptly followed by a confirmation copy delivered by registered or certified mail or by a national courier service, to the Person at the address set forth below, or such other address as may be designated in writing hereafter, in the same manner, by such Person; and provided further that the notice or other communication is sent to the address, facsimile number or email address set forth (i) if to Parent, to the address or e-mail address set forth in Section 9.01 of the Merger Agreement and (ii) if to[ the Beneficial Owner or] the Stockholder, to[ the Beneficial Owner’s or] the Stockholder’s address or e-mail address set forth on a signature page hereto, or to such other address or e-mail address as such party may hereafter specify for the purpose by notice to each other party hereto.

24. Entire Agreement. This Agreement, together with applicable provisions of the Merger Agreement referenced herein, the Letter of Transmittal, the exhibits hereto and thereto, and the other documents and certificates delivered pursuant hereto and thereto, constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement.

[Signature page follows]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written.


			SOCIAL FINANCE, INC.


			By:
			Name:
			Title:

[Signature Page to Support Agreement]


			STOCKHOLDER



			Name:

			By:
			Name:
			Title:

			Address:

			E-mail:


			[BENEFICIAL OWNER



			Name:

			By:
			Name:
			Title:

			Address:

			E-mail:]

Shares of Company Common Stock as to which the Stockholder has sole:

Voting Power: ________________

Dispositive Power: ________________

Shares of Company Preferred Stock as to which the Stockholder has sole:

Voting Power: ________________

Dispositive Power: ________________

Options held by the Stockholder: ____________________

[Signature Page to Support Agreement]

EXHIBIT D

AGREED FORM

FORM OF SELLER NOTE

SELLER SUBORDINATED NOTE

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. IT MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT.

[________],[______] (the “Issue Date”)

U.S. $250,000,000

SOCIAL FINANCE, INC., a Delaware corporation (“Payor”), for value received, promises to pay to the person or persons identified on Schedule I hereto (each, a “Payee” or, collectively, “Payees”) the principal amount set forth opposite its name on Schedule I together with accrued interest thereon, calculated and payable as set forth below (together with any PIK Notes (defined below) issued pursuant to Section 1.1 below, the “Note”). The principal and interest on this Note is payable in lawful money of the United States of America in immediately available funds at such place in the United States as Payee may from time to time designate in writing to Payor.

This Note is made pursuant to that certain Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), dated April 6, 2020 by and among Payor, SFI Acquisition Co., Inc., a newly formed corporation organized under the laws of the State of Delaware and a direct wholly owned subsidiary of Payor, SFI Financial Technologies LLC, a newly formed corporation limited liability company organized under the laws of the State of Delaware and a direct wholly owned subsidiary of Payor, Galileo Financial Technologies, Inc., a corporation organized under the laws of the Delaware (the “Target”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the representative, agent and attorney-in-fact of the Target’s equity holders. This Note is the “Seller Note” referred to in the Merger Agreement. Payee is receiving this Note pursuant to the Merger Agreement. All capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Merger Agreement.

1. Payment of Principal and Interest

1.1. Calculation and Payment of Interest. Interest on the principal balance of this Note outstanding from time to time until paid in full in cash shall accrue at the rate equal to the Applicable Rate per annum, computed on the basis of a 365 or 366-day year, as appropriate, for the actual number of days elapsed, commencing on the date hereof (and on the date of issuance with respect to any PIK Note). “Applicable Rate” shall mean (A) 10.0% prior to the occurrence of any Event of Default (as defined below) hereunder and, (B) 15.0% after the occurrence and during the continuance of an Event of Default; provided, however, that if this Note is voluntarily prepaid in full in cash on or before the date that is six (6) months from the date hereof, “Applicable Rate” shall mean 0%. Interest shall be payable quarterly in arrears, beginning on the last day of the first calendar quarter following the Issue Date and on the last day of each calendar quarter thereafter; provided that after the occurrence and during the continuance of any Event of Default, interest shall be payable monthly in arrears, beginning on the last day of the first month following the applicable Event of Default and on the last date of each month thereafter (each, an “Interest Payment Date”) until paid in full, and shall be made either (i) by the deemed issuance of a promissory note in a principal amount equal to interest accrued but not otherwise paid (by the issuance of a PIK Note or otherwise) on the principal

amount hereof through and including such Interest Payment Date and otherwise having such terms and provisions that are the same as the terms and provisions of this Note (each such promissory note a “PIK Note”), and Payor shall be deemed to have issued a PIK Note for any such interest and shall not be obligated to actually deliver any such PIK Note or (ii) by increasing the principal amount of this Note by the amount of such cash interest (such payment of interest, whether made under subclause (i) or (ii), the “Interest”). For the avoidance of doubt, if the “Applicable Rate” shall mean 0% as a result of a qualifying prepayment pursuant to this Section 1.1, all PIK Notes will (and any interest accrued on such PIK Notes) will be equal to $0.

1.2. Payment on Maturity Date. The principal balance of, and any accrued and unpaid interest on, this Note (including, for the avoidance of doubt, the principal balance of and any accrued and unpaid interest on any PIK Note) shall be payable in cash on [________], 20215 (the “Maturity Date”).

1.3. Prepayment. Payor may, at its option at any time, without premium or penalty, prepay all or any portion of this Note. Any prepayment of this Note shall be applied as follows: first, to payment of accrued interest; and second, to payment of principal. Upon any partial prepayment, at the request either of Majority Payees or Payor, this Note shall be surrendered to Payor in exchange for a substitute note, which shall set forth the revised principal amount but otherwise be identical to this Note. In the event that this Note is prepaid in its entirety, this Note shall be surrendered to Payor for cancellation as a condition to any such prepayment.

1.4. Payment Only on Business Days; Payments Free and Clear. Any payment hereunder which, but for this Section 1.4, would be payable on a day which is not a Business Day, shall instead be due and payable on the Business Day next following such date for payment. All payments hereunder shall be made free and clear of any deduction, withholding or offset and in immediately available funds, except to the extent otherwise required by applicable law.

1.5. Tax Reporting. Payor agrees that none of the Interest accrued or payable pursuant to the Note shall be reported as “original issue discount” as defined in the Code, and, accordingly, no IRS Forms 1099-OID shall be issued in connection therewith and that the Note is not a “below-market loan” described in Code Section 7872; provided, however, that Payor shall be entitled to issue IRS Forms 1099-INT with respect to the portion of any cash payment on the Note that represents interest for federal income tax purposes actually paid in cash on the Maturity Date for the year in which such Interest is paid.

1.6. Method of Payment. The Payor and each Payee agree that payment on this Note shall be made in accordance with Section 2.14(e) of the Merger Agreement, and that pursuant thereto all amounts owing hereunder shall be paid to the Paying Agent (as defined in the Merger Agreement) or its designee for further payment to (i) the Equityholders (as defined in the Merger Agreement) in proportion to their applicable Note Pro Rata Shares (as defined in the Merger Agreement) and (ii) to Qatalyst Partners LLC (“Qatalyst”) for the Deferred Transaction Fee (as defined in the Merger Agreement). No Person that is not a party to this Note (including, without limitation, the Paying Agent and Qatalyst) shall be a third party beneficiary of this Note, and each Payee agrees that in the event of any Losses (as defined in the Merger Agreement) arising out of the payment on this Note in accordance with this Section 1.6, the Payor shall be indemnified for such Losses in accordance with 7.02(g) of the Merger Agreement.

2. Events of Default; Acceleration.

2.1. The following shall constitute “Events of Default” under this Note:

5 NTD: To be dated 12 months after the Issue Date.

2.1.1. failure by Payor to make any payment required under this Note when the same becomes due and payable (whether at maturity, by acceleration or otherwise);

2.1.2. a Change in Control occurs;

2.1.3. Payor voluntarily liquidates;

2.1.4. Payor pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case or proceeding; (b) consents to the entry of an order for relief against it in an involuntary case or proceeding; (c) consents to the appointment of a Custodian of it or for all or substantially all of its property; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing that it is generally unable to pay its debts as they become due; or

2.1.5. a court of competent jurisdiction enters an order or decree (that remains unstayed and in effect for thirty (30) days) under any Bankruptcy Law that: (a) is for relief against the Payor in an involuntary case or proceeding; (b) appoints a Custodian of the Payor or for all or substantially all of Payor’s property; or (c) orders the liquidation of Payor.

2.2. Acceleration.

If an Event of Default specified in Section 2.1.1 or 2.1.2 shall have occurred and be continuing and any Senior Indebtedness shall then be outstanding, subject to the provisions of Section 3 hereof, the Majority Payees may, at their option, by notice in writing to Payor and to the agents under the Senior Indebtedness Documents (the “Acceleration Notice”), declare the entire principal amount of this Note and the interest accrued thereon to be due and payable; provided, however, in the event (i) an event of default has occurred and remains continuing under the Senior Indebtedness Documents and (ii) the holders of such Senior Indebtedness thereunder provide notice to Majority Payees within five Business Days of receipt of the Acceleration Notice that they are electing to block Payees’ right to receive payment hereunder due to the exercise of such holders’ remedies under such Senior Indebtedness Documents (a “Blockage Notice”), Payor shall not pay and no Payee shall not receive any payment on account of this Note (other than Permitted Non-Blockable Payments) prior to the earlier of (i) the cure or waiver of such event of default under such Senior Indebtedness Documents, (ii) the payment in full of the Senior Indebtedness under such Senior Indebtedness Documents, (iii) subject to Section 3, the date on which Payor becomes involved in a Proceeding, (iv) subject to Section 3, acceleration of the Senior Indebtedness under such Senior Indebtedness Documents and (v) the date that is 180 days from the date such Blockage Notice was received by Payee (the “Standstill Period”). Upon the expiration of the Standstill Period, and subject to Section 3, any Payee may take any enforcement action against Payor including the commencement by such Payee of any legal proceedings or actions against or with respect to Payor to facilitate to collect or enforce all or any part of the claims by such Payee against Payor and to the obligations of Payor hereunder.

2.2.1. If an Event of Default specified in Section 2.1.1 or 2.1.2 shall have occurred and be continuing and no Senior Indebtedness shall then be outstanding, the Majority Payees may, at their option, declare the entire principal balance of this Note and the accrued and unpaid interest thereon to be due and payable upon the date which is five Business Days after the date of delivery by Payee to Payor of a written notice of acceleration, and upon any such declaration the same shall become due and payable at such time.

2.2.2. If any Event of Default occurs other than the Events of Default specified in 2.1.1 and 2.1.2, the principal balance of this Note and the accrued and unpaid interest thereon shall become due and payable immediately without any declaration or other act on the part of the Majority Payees and without presentment, demand, protest or other notice or action of any kind, all of which are hereby expressly waived.

2.2.3. If any Event of Default shall have occurred and be continuing, subject to the provisions of Section 3 hereof, the Majority Payees may proceed to protect and enforce their rights either by suit in equity or by action at law, or both, whether for specific performance of any provision of this Note or in aid of the exercise of any power granted to any Payee under this Note.

3. Subordination.

3.1. Note Subordinated to Senior Indebtedness. To the extent and in the manner hereinafter set forth in this Section 3, the indebtedness represented by this Note and the payment of the principal of and the interest on this Note and any claim for rescission of the purchase of this Note, and any claim which is the equivalent of or substitute for principal of or interest on this Note, for damages arising from the purchase of this Note or for reimbursement or contribution on account of such a claim, and all other payments with respect to or on account of this Note (collectively, the “Subordinated Debt”) are hereby expressly made subordinate and subject in right of payment to the prior payment in full in cash of all Senior Indebtedness then outstanding. This Section 3 constitutes a continuing offer to all Persons who become holders of, or continue to hold, Senior Indebtedness, each of whom is an obligee hereunder and is entitled to enforce such holder’s rights hereunder, subject to the provisions hereof, without any act or notice of acceptance hereof or reliance hereon. For purposes of this Section 3, Senior Indebtedness shall not be deemed to have been paid and shall be deemed to be outstanding in full until the termination of all commitments or other obligations by any holder thereof and unless all such holders shall have received payment in full in cash of all obligations under or in respect of Senior Indebtedness (including, without limitation, post-petition interest, if any).

3.2. Dissolution; Liquidation; Bankruptcy; Acceleration. In the event of (i) any insolvency or bankruptcy case or other Proceeding, or any receivership, liquidation, reorganization or other similar proceeding in connection therewith, relative to the Payor or any of its assets, or (ii) any liquidation, dissolution or other winding up of the Payor, whether voluntary or involuntary or whether or not involving insolvency or bankruptcy, or (iii) any assignment for the benefit of creditors or any other marshalling of assets or liabilities of the Payor, or (iv) the acceleration of the Senior Indebtedness by reason of the occurrence of a default or an event of default thereunder:

3.2.1. The holders of all Senior Indebtedness shall first be entitled to receive payment in full in cash of all Senior Indebtedness before any direct or indirect payment may be made for or on account of payments under or in respect of the Subordinated Debt (other than distributions or payments of Permitted Subordinated Securities and Permitted Non-Blockable Payments), whether in cash, property or securities of any kind;

3.2.2. Any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution that may be payable by reason of any other indebtedness of Payor being subordinated to payment of the Subordinated Debt, but excluding any payments or distributions of Permitted Subordinated Securities and Permitted Non-Blockable Payments), to which Payee would be entitled except for the provisions of this Section 3, shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or

other trustee or agent, directly to the holders of Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture or other agreement under which any of such Senior Indebtedness may have been issued for application (in the case of cash) to, or as collateral (in the case of non-cash property or securities) for the payment or prepayment of Senior Indebtedness, to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness;

3.2.3. Each Payee retains the power and the right to execute, verify, deliver and file any proofs of claim in respect of the Subordinated Debt in connection with any Proceeding; provided, that it hereby irrevocably authorizes, empowers and appoints the holders of Senior Indebtedness its agent and attorney-in-fact to execute, verify, deliver and file such proofs of claim (but not vote) upon the failure of such Payee promptly to do so prior to 10 days before the expiration of the time to file any such proof of claim; provided, further, that the holders of Senior Indebtedness shall have no obligation to execute, verify, deliver, and/or file any such proof of claim.

3.2.4. Payee shall duly and promptly take such action as the holders of Senior Indebtedness may reasonably request to execute and deliver to the holders of Senior Indebtedness such powers of attorney, assignments, or other instruments as the holders of Senior Indebtedness may request in order to enable the holders of Senior Indebtedness to enforce any and all claims with respect to, and any security interests and other liens securing payment of, the amounts owing under the Subordinated Debt; provided, however, in not event shall a Payee be prohibited from (i) filing any necessary responsive or defensive pleadings (including any compulsory counterclaims) in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the claims of any Payee, (ii) taking any action necessary to prevent the running of any applicable statute of limitations or similar restrictions on claims, (iii) taking any action to seek and obtain specific performance or injunctive relief to compel Payor to comply with (or not violate or breach) any obligation under this Note so long as such action is not accompanied by a claim for monetary damages, (iv) voting on any plan of reorganization or make any other filings or motions that are, in each case, expressly permitted under the terms of this Note or delivering notices of default or reservation of rights or any notice of any Payee to Payor and (v) demanding payment for Permitted Non-Blockable Payments; provided, that the taking of any additional action with respect to the collection or enforcement of such demand shall be subject to the terms of this Note and only permitted if expressly permitted by this Note without giving effect to this clause (v). Notwithstanding any of the foregoing, each Payee hereby agrees that it will not take any action that would hinder any exercise of remedies undertaken by any holders of Senior Indebtedness in respect of any rights under the Senior Indebtedness Documents.

3.2.5. In the event that, any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution that may be payable by reason of any other indebtedness of Payor being subordinated to payment of the Subordinated Debt, but excluding payments or distributions of Permitted Subordinated Securities and Permitted Non-Blockable Payments), shall be received by Payee for or on account of or in respect of the Subordinated Debt in contravention of this Section 3.2 before all Senior Indebtedness is paid in full in cash, such payment or distribution shall be received and held in trust for, and shall be paid over (in the same form as so received, to the extent practicable, and with any necessary endorsement) to the holders of the Senior Indebtedness remaining unpaid or their representative or representatives, or to the trustee or trustees under any such indenture or

agreement under which any Senior Indebtedness may have been issued, for application (in the case of cash) to, or as collateral (in the case of non-cash property or securities) for the payment or prepayment of Senior Indebtedness, until all Senior Indebtedness shall have been paid in full in cash, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness.

3.3. Subrogation. Upon the final payment in full in cash of all Senior Indebtedness, Payee shall be subrogated to the rights of the holders of Senior Indebtedness to receive payments or distributions of cash, property or securities of Payor applicable to the Senior Indebtedness until the principal of and interest on and all other amounts payable under the Subordinated Debt shall be paid in full in cash, and for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of any cash, property or securities to which Payee would be entitled except for the provisions of this Section 3 and no payment pursuant to the provisions of this Section 3 to the holders of Senior Indebtedness by Payee shall, as between Payor, its creditors other than holders of Senior Indebtedness, and Payee, be deemed to be a payment by Payor to or on account of the Senior Indebtedness. It is understood that the provisions of this Section 3 are and are intended solely for the purpose of defining the relative rights of Payee, on the one hand, and the holders of the Senior Indebtedness, on the other hand.

3.4. Obligations of Payor Unconditional. Nothing contained in this Section 3 or elsewhere in this Note is intended to or shall impair, as among Payor, its creditors (other than the holders of Senior Indebtedness) and Payee, the obligation of Payor, which is absolute and unconditional, to pay to Payee the principal of and interest on and all other amounts due under this Note in accordance with its terms, or is intended to or shall affect the relative rights of Payee and creditors of Payor (other than the holders of the Senior Indebtedness), nor shall anything herein prevent Payee from exercising all remedies otherwise permitted by applicable law upon default under this Note, subject to the provisions of this Section 3 and to the rights of holders of Senior Indebtedness to receive distributions and payments otherwise payable to Payee.

3.5. Reliance on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets of Payor referred to in this Section 3, Payee shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which bankruptcy, dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, delivered to Payee, for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of Payor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to Section 3 of this Note.

3.6. Subordination Rights Not Impaired by Acts or Omissions of Payor or Holders of Senior Indebtedness. No right of any present or future holders of any Senior Indebtedness to enforce subordination as provided herein will at any time in any way be prejudiced or impaired by any act or failure to act on the part of Payor or by any act or failure to act by any such holder, or by any act, failure to act or noncompliance by Payor, the holders of Senior Indebtedness or their respective agents with the terms of this Note, regardless of any knowledge thereof which any such holder or Payor may have or otherwise be charged with. No amendment, waiver or other modification of this Note shall in any way adversely affect the rights of the holders of any Senior Indebtedness under this Section 3 unless such holders of Senior Indebtedness consent in writing to such amendment, waiver or modification. The provisions of this Section 3 are intended for the benefit of and shall be enforceable directly by the holders of the Senior Indebtedness.

3.7. Further Assurances. Payee and Payor each will, at Payor’s expense and at any time and from time to time, promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the holders of Senior Indebtedness may request, in order to

protect any right or interest granted or purported to be granted hereby or to enable the holders of Senior Indebtedness to exercise and enforce their rights and remedies hereunder.

3.8. Agreements in Respect of Subordinated Debt. Payor agrees that it will not make any payment for or on account of or in respect of this Note, or take any other action, in contravention of the provisions of this Section 3.

3.9. Obligations Hereunder Not Affected. All rights and interests of the holders of Senior Indebtedness hereunder, and all agreements and obligations of Payee and Payor under this Section 3, shall remain in full force and effect irrespective of: (i) any lack of validity or enforceability of any present or future guaranty of the Credit Agreement or any other Senior Indebtedness Document; (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Senior Indebtedness, or any other amendment or waiver of or any consent to any departure from the Credit Agreement or any successor agreement or any other Senior Indebtedness Document, including, without limitation, any increase in the Senior Indebtedness resulting from the extension of additional credit to Payor or any of its subsidiaries or otherwise; (iii) any taking, exchange, release or non-perfection of any other collateral, or any taking, release, amendment or waiver of or consent to departure from any guaranty, for all or any of the Senior Indebtedness; (iv) any manner of application of collateral, or proceeds thereof, to all or any of the Senior Indebtedness, or any manner of sale or other disposition of any collateral for all or any of the Senior Indebtedness or any other assets of Payor or any of its subsidiaries; (v) any change, restructuring or termination of the corporate structure or existence of Payor or any of its subsidiaries; or (vi) any other circumstance which might otherwise constitute a defense available to, or a discharge of, Payor or a subordinated creditor. The provisions of this Section 3 shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Senior Indebtedness is rescinded or must otherwise be returned by the holders of Senior Indebtedness upon the insolvency, bankruptcy or reorganization of Payor or otherwise, all as though such payment had not been made.

3.10. Waiver. Payee hereby waives promptness, diligence and notice of acceptance with respect to any of the Senior Indebtedness and this Section 3 and any requirement that the holders of Senior Indebtedness protect, secure, perfect or insure any security interest or lien on any property subject thereto or exhaust any right or take any action against Payor or any other person or entity or any collateral.

3.11. No Waiver; Remedies. No failure on the part of the holders of Senior Indebtedness to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

3.12. Continuing Agreement; Assignments Under Senior Indebtedness Agreements. The provisions of this Section 3 constitute a continuing agreement and shall (i) remain in full force and effect until the earlier of (x) the date the obligations under this Note are satisfied in full in accordance with this Section 3 and (y) the date that is one hundred eighty (180) days or such shorter period as the holders of a majority of the Senior Indebtedness may agree after the indefeasible payment in full in cash of the Senior Indebtedness, (ii) be binding upon Payee, Payor and their respective successors and assigns, and (iii) inure to the benefit of, and be enforceable by, the holders of Senior Indebtedness and their successors, transferees and assigns. Without limiting the generality of the foregoing clause (iii), the holders of Senior Indebtedness may assign or otherwise transfer all or any portion of their rights and obligations under the Senior Credit Agreement or any other Senior Indebtedness Document, as applicable, to any other Person, and such other Person shall thereupon become vested with all the rights in respect thereof granted to the holders of Senior Indebtedness herein or otherwise.

4. Certain Definitions.

“Affiliate” means, 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.

“Affiliated Persons” means, with respect to any specified Person, (i) any Affiliate of such Person and (ii) any Person Controlled by such Person or its Affiliate or the holdings of which are for the primary benefit of any such Persons.

“Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the relief of debtors.

“Business Day” means each day other than Saturdays, Sundays and days when commercial banks are authorized or required by law to be closed for business in San Francisco, California or New York, New York.

“Change in Control” means (i) prior to an IPO, the failure by Permitted Holders to beneficially own at least 50.1% of the aggregate voting power of the Payor’s equity interests on a fully diluted basis; provided that any such failure shall not constitute a Change in Control if (x) such failure was due to a bona fide equity financing transaction for, or recapitalization of, the Payor and (y) a Change of Control under clause (ii) would not have occurred if such failure was following an IPO; or (ii) after an IPO, the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act and the rules of the Securities and Exchange Commission thereunder) other than the Permitted Holders, of more than 35% of the aggregate voting power of the Public Company’s equity interests on a fully diluted basis. The consummation of an IPO shall not constitute a Change in Control.

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

“Control” means 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.

“Credit Agreement” means the Revolving Credit Agreement first dated as of September 27, 2018 by and among Payor, as the borrower, Goldman Sachs Bank USA, as the Administrative Agent, and the other lenders from time to time party thereto, as the same may be amended, amended and restated, supplemented or otherwise modified from time to time.

“Custodian” means any receiver, trustee, assignee, liquidator, sequestrator or similar office under any Bankruptcy Law.

“Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest.

“Event of Default” means any of the occurrences specified under Section 2.1 of this Note.

“Indebtedness” with respect to any Person means, at any time, without duplication, (i) its liabilities for borrowed money, including, without limitation, liabilities under warehouse or similar

facilities, (ii) all its liabilities in respect of letters of credit or instruments serving a similar function issued or accepted for its account by bank, and other financial institutions (whether or not representing obligations for borrowed money), (iii) all obligations of such Person under any swap, cap, collar or similar arrangement providing for protection against fluctuations in interest rates, currency exchange rates or commodities prices and (iv) any guaranty of such Person with respect to liabilities of a type described in any of clauses (i) through (iii) hereof. For the avoidance of doubt, the term “Indebtedness” does not include trade payables of such Person.

“IPO” means a bona fide underwritten sale to the public or a direct listing on a public exchange of the Public Company pursuant to a registration statement (other than on Form S-8 or any other form relating to securities issuable under any benefit plan of the Payor or any of its subsidiaries, as the case may be) that is declared effective by the Securities and Exchange Commission.

“Majority Payees” means one or more Payees entitled to a majority of the aggregate principal amount then owing under this Note.

“Permitted Holders” means (i) equity holders of the Payor as of the Issue Date, (ii) each of the respective Affiliated Persons of the Person referred to in clause (i), (ii) any group (within the meaning of the Securities Exchange Act and the rules of the Securities and Exchange Commission thereunder) Controlled by any Person or Persons referred to in clauses (i) or (ii), and (iii) any acquiror of Payor that, in connection with a transaction constituting a Change of Control, agrees to assume (or will automatically assume by way of merger) the obligations of the Payor under this Note.

"Permitted Non-Blockable Payments" shall mean non-cash payments of interest with respect to the Subordinated Debt due and payable on a non-accelerated basis in accordance with Section 1.1. hereof.

"Permitted Subordinated Securities" shall mean any debt or equity securities of Payor or any other Person that are distributed to any Payee in respect of the Subordinated Debt (whether pursuant to a confirmed plan of reorganization or adjustment or otherwise) and that (a) are subordinated in right of payment to the Senior Indebtedness (or any debt or equity securities issued in substitution of all or any portion of the Senior Indebtedness) to at least the same extent as the Subordinated Debt is subordinated to the Senior Indebtedness, (b) do not have the benefit of any obligation of any Person (whether as issuer, guarantor or otherwise) unless the Senior Indebtedness has a senior benefit of the obligation of such Person and (c) do not have any terms, and are not subject to or entitled to the benefit of any agreement or instrument that has terms, that are more burdensome to the issuer of or other obligor on such debt or equity securities than are the terms of the Senior Indebtedness.

“Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

"Proceeding" shall mean any voluntary or involuntary insolvency, bankruptcy, receivership, custodianship, liquidation, dissolution, reorganization, assignment for the benefit of creditors, appointment of a custodian, receiver, trustee or other officer with similar powers or any other proceeding for the liquidation, dissolution or other winding up of a Person.

“Public Company” means, after the IPO, the Person that shall have issued equity interests pursuant to such IPO (such person being either the Payor or any direct parent company of the Payor).

“Qualified Equity Interests” means Equity Interests other than Subordinated Equity Interests.

“Senior Indebtedness” means all payment obligations (whether now outstanding or hereafter incurred) of the Payor in respect of (i) Indebtedness incurred pursuant to the Credit Agreement and all other Indebtedness of the Payor (including, without limitation, in respect of any guaranty of any Indebtedness of any of its subsidiaries) other than any Indebtedness that by its terms is expressly subordinated to this Note, (ii) any Indebtedness incurred to refinance, replace or otherwise restructure all or any part of any Indebtedness described in clause (i) above or this clause (ii) whether by the same or any other agent, lender, debtholder or group of lenders or debtholders, including any new facility entered into after the termination of any debt facility, whether or not contemporaneous, (iii) interest (including default interest) and premium on the outstanding Indebtedness referred to in clauses (i) or (ii) above, (iv) the fees and commissions (including commitment, agency and letter of credit fees and commissions) payable pursuant to the Senior Indebtedness Documents, (v) all other payment obligations (including costs, expenses, penalties, indemnifications, damages, liabilities or otherwise on the Payor or any of its subsidiaries) owing under or arising pursuant to the Senior Indebtedness Documents not of the type described in clauses (i) through (iv) above, and (vi) post-petition interest on the Indebtedness referred to in clauses (i) through (v) above accruing subsequent to the commencement of a proceeding under the Bankruptcy Law (whether or not such interest is allowed as a claim in such proceeding). For the avoidance of doubt, Subordinated Debt shall not be considered Senior Indebtedness hereunder.

“Senior Indebtedness Documents” means (i) the Credit Agreement, (ii) each other agreement instrument or agreement evidencing or governing the Indebtedness referred to in clause (i) of the definition of Senior Indebtedness, and (iii) any other note, agreement, indenture, mortgage, guaranty, pledge, security agreement or instrument evidencing or securing the obligations incurred under the agreements referenced in clauses (i) and (ii) above or pursuant to which such obligations are incurred, in each case as such agreement or document may be amended, amended and restated, supplemented or otherwise modified from time to time, including without limitation any agreement or document extending the maturity of, increasing the aggregate commitments under, or refinancing, replacing or otherwise restructuring all or any part of Indebtedness under such agreement or document or any replacement or successor agreement or document and whether by the same or any other agent, lender or group of lenders.

“Subordinated Equity Interests” means any Equity Interest issued after the date hereof which, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (i) matures or is mandatorily redeemable (other than solely for Qualified Equity Interests) pursuant to a sinking fund obligation or otherwise, (ii) is redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests), in whole or in part, or (iii) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Subordinated Equity Interests, in each case, prior to the date that is 91 days after the Maturity Date applicable at the time of issuance thereof, except, in the case of clauses (i) and (ii), if as a result of a change in control, fundamental change or asset sale, so long as any rights of the holders thereof upon the occurrence of such a change in control, fundamental change or asset sale event are subject to the prior payment in full of the principal of and interest under this Note.

5. Subordinated Equity Interests. Payor hereby covenants and agrees to not issue any Subordinated Equity Interests.

6. Miscellaneous.

6.1. Section Headings. The section headings contained in this Note are for reference purposes only and shall not affect the meaning or interpretation of this Note.

6.2. Amendment and Waiver. Subject to Section 5.10 hereof, no provision of this Note may be amended or waived except pursuant to an agreement or agreements in writing entered into by the Majority Payees and Payor and, with respect to amendments to Section 3 hereof or any other amendment that would adversely affect the rights of the holders of Senior Indebtedness (unless there is no Senior Indebtedness outstanding and no commitments outstanding under the Credit Agreement and/or any other Senior Indebtedness Document), the holders of all adversely impacted Senior Indebtedness. No failure or delay in exercising any right, power or privilege hereunder shall imply or otherwise operate as a waiver of any rights of Payee, nor shall any single or partial exercise thereof preclude any other or future exercise thereof or the exercise of any other right, power or privilege.

6.3. Successors, Assigns and Transferors. This Note may not be assigned or transferred by Payee to any competitor, customer or supplier of Payor or any of its subsidiaries. Subject to the foregoing, this note may be assigned or transferred by Payee with the consent of the Payor provided that any such transfer complies with all applicable federal and state securities laws; provided that no such consent of the Payor shall be required if an Event of Default has occurred and is continuing. Subject to the foregoing, the obligations of Payor and Payee under this Note shall be binding upon, and inure to the benefit of, and be enforceable by, Payor and Payee, and their respective successors and permitted assigns, whether or not so expressed.

6.4. Governing Law. This Note shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to any conflicts of laws principles thereof that would otherwise require the application of the law of any other jurisdiction. Any proceeding to enforce, interpret, challenge the validity of, or recover for the breach of any provision of, this Note shall be filed exclusively in the United States District Court for the Southern District of New York or the state courts located in the State of New York, and the parties hereto expressly consent to the exclusive jurisdiction of such courts and expressly waive any and all objections to personal jurisdiction, service of process or venue in connection therewith. Final judgment in any action, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment. Payor hereby acknowledges that this Note constitutes an instrument for the payment of money, and consents and agrees that the Majority Payees, at their sole option, in the event of a dispute in the payment of any moneys due hereunder, shall have the right to bring a motion- action under New York CPLR Section 3213. Nothing in this Section 5.4 shall affect the right of the Majority Payees to (i) commence legal proceedings or otherwise sue Payor in any other court having jurisdiction over Payor or (ii) serve process upon Payor in any manner authorized by the laws of any such jurisdiction.

6.5. Lost, Stolen, Destroyed or Mutilated Note. Upon receipt of evidence reasonably satisfactory to Payor of the loss, theft, destruction or mutilation of this Note and of indemnity arrangements reasonably satisfactory to Payor from or on behalf of the holder of this Note, and upon surrender or cancellation of this Note if mutilated, Payor shall make and deliver a new note of like tenor in lieu of such lost, stolen, destroyed or mutilated Note, at Payee’s expense.

6.6. Waiver of Presentment, Etc. Except as otherwise provided herein, presentment, demand, protest, notice of dishonor and all other demands and notices are hereby expressly waived by Payor.

6.7. Usury. Nothing contained in this Note shall be deemed to establish or require the payment of a rate of interest in excess of the maximum rate legally enforceable. If the rate of interest called for under this Note at any time exceeds the maximum rate legally enforceable, the rate of interest required to be paid hereunder shall be automatically reduced to the maximum rate legally enforceable. If such interest rate is so reduced and thereafter the maximum rate legally enforceable is increased, the rate of interest required to

be paid hereunder shall be automatically increased to the lesser of the maximum rate legally enforceable and the rate otherwise provided for in this Note.

6.8. Notices. Any notice, request, instruction or other document to be given hereunder by either party to the other shall be in writing and shall be deemed given when received and shall be (i) delivered personally or (ii) mailed by certified mail, postage prepaid, return receipt requested or (iii) delivered by FedEx or a similar overnight courier or (iv) sent via email with return receipt requested, as follows:

If to a Payor, addressed to:

Social Finance, Inc.

234 1st Street

San Francisco, CA 94105

Attention: Chief Financial Officer

Email: MGill@sofi.org

with a copy to:

WilmerHale

1875 Pennsylvania Avenue, NW Washington, DC 20006

Attention: Stephanie Evans

Email: Stephanie.Evans@wilmerhale.com

If to Payee, addressed to:

The address set forth on Schedule I

Or, in each case, to such other place and with such other copies as either party may designate as to itself by written notice to the other party.

In the event that any notice under this Note is required to be made on or as of a day which is not a Business Day, then such notice shall not be required to be made until the first day thereafter which is a Business Day.

6.9. Representations and Warranties of Payor. Payor hereby represents and warrants to Payee that: (a) Payor is duly organized, validly existing and in good standing under the laws of the State of Delaware; (b) Payor has duly authorized, executed and delivered this Note; and (c) this Note constitutes a legally valid and binding obligation of Payor, enforceable against Payor in accordance with its terms, subject to the effects of bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights or remedies of creditors and the effect of general principles of equity, whether enforcement is considered in a proceeding in equity or at law, and the discretion of the court before which any proceeding therefor may be brought.

6.10. Fees. Payor agrees to pay all reasonable and documented out-of-pocket costs and expenses (including reasonable and documented out-of-pocket attorney’s fees and expenses) incurred or paid by Payee in enforcing collection of the Note.

[signature pages follow]

IN WITNESS WHEREOF, Payor has executed and delivered this Note as of the date hereinabove first written.


						SOCIAL FINANCE, INC.


						By:
						Name:
						Title:


Accepted and Agreed to:


[Payee]


By:
Name:
Title:

[Signature Page to Promissory Note]

EXHIBIT J

AGREED FORM

CONFIDENTIAL

OPTION CANCELLATION AND ASSUMPTION AGREEMENT

This Option Cancellation and Assumption Agreement (this “Agreement”) dated [l], 2020 is made by and between Galileo Financial Technologies, Inc., a Delaware corporation (the “Company”), and the undersigned (“Optionholder”).

WHEREAS, Optionholder has previously been granted an option or options to purchase shares of the common stock, $0.00001 par value per share (“Common Stock”), of the Company (the “Shares”) pursuant to the Company’s 2011 Option Plan (the “Company Option Plan”), as set forth on Exhibit A attached hereto (each an “Option” and collectively, the “Options”);

WHEREAS, the Company’s Board of Directors has unanimously approved, and the stockholders of the Company have adopted and approved, an Agreement and Plan of Merger and Reorganization (as may be amended, modified or supplemented and in effect from time to time, the “Merger Agreement”), by and among Social Finance, Inc., a Delaware corporation (“Parent”), SFI Acquisition Co., Inc., a Delaware corporation and direct subsidiary of Parent (“Merger Sub”), SFI Financial Technologies LLC, a Delaware limited liability company and direct subsidiary of Parent (“Merger Sub II”), the Company, and Shareholder Representative Services LLC, a Colorado limited liability company (“SRS”), solely in its capacity as the representative, agent and attorney-in-fact of the Equityholders (the “Stockholders’ Representative”), pursuant to which, among other things, Merger Sub will merge with and into the Company (the “First Merger”), with the Company being the surviving corporation of the First Merger (the Company, in its capacity as the surviving corporation of the First Merger, is sometimes referred to as the “Surviving Corporation”); and immediately following the First Merger and as part of the same integrated transaction as the First Merger, the Surviving Corporation will merge with and into Merger Sub II (the “Second Merger” and, together with the First Merger, the “Mergers”);

WHEREAS, the parties hereto are entering into this Agreement to confirm Optionholder’s understanding of, and agreement with, the treatment of the Options in connection with the Mergers, which treatment, the parties hereto agree, may be effected without Optionholder’s consent in accordance with the terms of the Company Option Plan, and to have Optionholder covenant to certain other matters in connection therewith as set forth herein.

NOW, THEREFORE, in consideration of the premises and the respective covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby acknowledge and agree to the following:

1. Defined Terms. Capitalized terms used but not defined herein shall have the meanings set forth in the Merger Agreement.

2. Effect of Merger. Upon the Effective Time of the First Merger, each Option held by Optionholder that is outstanding and unexercised as of the Effective Time: (a) to the extent such Option is listed as a Participating Option on Exhibit A (each, a “Participating Option”), shall terminate and be cancelled and shall thereafter no longer be exercisable, but shall entitle Optionholder to receive from Parent or the Surviving Corporation in settlement of each such

Participating Option, (i) cash in an amount equal to the product of (A) the Non-Stock Per Share Cash Consideration minus the exercise price per share of such Participating Option, multiplied by (B) the number of Shares subject to such Participating Option, and (ii) an original principal amount of the Seller Note in an amount equal to the product of (C) the Non-Stock Per Share Note Amount multiplied by (D) the number of Shares subject to such Participating Option, in each case less applicable tax withholding; and (b) whether vested or unvested and whether exercisable or not exercisable, shall, to the extent such Option is listed as an Assumed Option on Exhibit A (each, an “Assumed Option”), by virtue of the First Merger, be assumed by Parent and shall cease to represent a right to acquire shares of Company Common Stock and shall be converted into an option to purchase a number of shares of Parent Common Stock in an amount, at an exercise price and subject to such terms and conditions as provided in the Merger Agreement and any other written agreement between the Optionholder and the Company and/or Parent.

3. Optionholder Agreements and Acknowledgements.

(a) By signing and submitting this Agreement, Optionholder hereby represents, warrants, covenants and agrees as follows:

(i) (A) Optionholder has the legal capacity to execute this Agreement; (B) Optionholder has the full legal right, power and authority to (i) execute and deliver this Agreement and perform its obligations hereunder, (ii) submit the Options listed on Exhibit A for cancellation or assumption, as applicable, in accordance with the terms hereof, and (iii) consummate the transactions contemplated by this Agreement, the Merger Agreement and all of the other documents and agreements required to be delivered in connection therewith to which Optionholder is a party; (C) this Agreement has been duly executed and delivered by Optionholder, and constitutes a legal, valid and binding obligation of Optionholder, enforceable against Optionholder in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar Laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity); (D) Optionholder is the sole and exclusive owner of the Options set forth on Exhibit A, of record and beneficially, free and clear of any Liens (other than Liens under the Securities Act and applicable state securities Laws or as shall be terminated in connection with the consummation of the Merger); (E) neither the execution and delivery of this Agreement by Optionholder nor the performance by Optionholder of Optionholder’s obligations hereunder, nor the consummation of the transactions contemplated hereby will: (i) violate or breach, be in conflict with or contravene, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under any agreement or commitment to which Optionholder is a party or that is binding on Optionholder; (ii) violate any Law or any judgment, decree, order, regulation or rule of any court or other Governmental Body applicable to Optionholder, including any legal proceedings currently pending against Optionholder; or (iii) result in the creation of any Liens on any of the assets or properties of Optionholder; (F) Optionholder is not required to give any notice to, make any filing or registration with, or obtain any authorization, waiver, license, consent, or approval of any Governmental Authority or third party in connection with the execution and delivery of this Agreement

by the undersigned, the performance by the undersigned of Optionholder’s obligations under this Agreement or the consummation by the undersigned of the transactions contemplated by this Agreement or the Merger Agreement which has not been given or obtained, as applicable; (G) as of the date hereof, there is no Legal Proceeding pending against, or, to the knowledge of Optionholder, threatened against such Optionholder or any of Optionholder’s properties or assets (including, without limitation, any Options) that could reasonably be expected to prevent or materially delay or impair the consummation by Optionholder of the transactions contemplated by this Agreement or the Merger Agreement or otherwise materially impair Optionholder’s ability to perform Optionholder’s obligations hereunder or thereunder; and (H) Optionholder has been advised to seek legal, financial and tax advice prior to signing this Agreement and has had an opportunity to review with the undersigned’s tax, financial and legal advisors the consequences of the grant, vesting and exercise of any options to acquire Company Common Stock at any time held by the Optionholder, the ownership (beneficial or otherwise) and disposition of any shares of Company Common Stock by the Optionholder at any time, the Mergers and the transactions undertaken prior to and in connection therewith, and the transactions contemplated by the Merger Agreement and this Agreement.

(ii) that (A) Exhibit A attached hereto correctly and completely reflects any and all Options granted to Optionholder that are outstanding as of the date of this Agreement and the correct exercise price for each such Option, in each case, as of immediately prior to the First Merger, and correctly indicates whether all or a portion of each Option is a Participating Option or an Assumed Option, (B) if applicable, any other options for Common Stock of the Company granted to Optionholder not listed on Exhibit A have been exercised or forfeited, and Optionholder has no further rights with respect thereto, (C) Optionholder is the only legal and beneficial owner of all legal and equitable rights and claims of any kind with respect to the Options, (D) Optionholder has not assigned, pledged, or contracted to assign or pledge any such rights or claims, and (E) the Options and any shares of Company Common Stock issuable thereunder are free and clear of all Liens other than Liens under the Securities Act and applicable state securities Laws;

(iii) that Optionholder will, upon request, execute and deliver any additional documents reasonably deemed appropriate or necessary by Parent in connection with the cancellation or assumption, as applicable, of the Options hereunder;

(iv) that all authority conferred or agreed to be conferred by Optionholder in this Agreement shall be binding upon Optionholder’s successors, assigns, heirs, executors, administrators and legal representatives and shall not be affected by, and shall survive, Optionholder’s death, incapacity, dissolution or liquidation;

(v) that the delivery of this Agreement, including the agreement not to exercise the Options, is irrevocable;

(vi) that Optionholder irrevocably appoints the Company as Optionholder’s true and lawful agent and attorney-in-fact, to effect the cancellation (and

payment) or the assumption, as applicable, pursuant to the Merger Agreement and the instructions hereto;

(vii) that Optionholder hereby (A) irrevocably constitutes and appoints Shareholder Representative Services LLC, a Colorado limited liability company, as Stockholders’ Representative and as Optionholder’s true and lawful attorney in fact and agent to take all actions described in the Merger Agreement, including with respect to the Representative Expense Amount on Optionholder’s behalf, (B) agrees that this power of attorney is irrevocable and coupled with an interest, may be delegated by the Stockholders’ Representative and shall survive Optionholder’s death or incapacity, (C) authorizes the Stockholders’ Representative to act for Optionholder in Optionholder’s name, place and stead, in any and all capacities in order to perform every act and thing required or permitted to be done by the Stockholder’s Representative pursuant to the terms of the Merger Agreement to the fullest extent that Optionholder might or could do in person and in accordance with Section 2.15 of the Merger Agreement;

(viii) that Optionholder hereby, solely with respect to each Participating Option held by Optionholder, joins in and adopts, and agrees to comply with and to be bound by, all provisions applicable to holders of Participating Options as an Equityholder under the Merger Agreement, as if Optionholder is a party to the Merger Agreement, including, without limitation, Optionholder’s obligation to pay its Pro Rata Share of the Deferred Transaction Fee to Qatalyst Partners LLC pursuant to Section 2.14(e) of the Merger Agreement and the indemnification obligations, covenants and agreements provided in Article VII of the Merger Agreement;

(ix) that effective as of, from, and after the Effective Time, Optionholder, on behalf of itself and, as applicable, its present and former parents, subsidiaries, Affiliates, employees, officers, directors, shareholders, members, family members, beneficiaries, heirs, successors, assigns and any other Person claiming by, through or under any of the foregoing (collectively, “Optionholder Releasors”) hereby absolutely, unconditionally and irrevocably releases, waives and forever discharges the Company and each of the Acquirer Indemnified Parties (collectively, the “Released Parties”) of and from any and all actions, causes of action, suits, losses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, tax consequences and demands, of every kind and nature whatsoever, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in law, admiralty or equity, which any of such Optionholder Releasors ever had, now have, or hereafter can, shall, or may have against the Company and its Subsidiaries prior to the Effective Time for, upon, or by reason of any matter, cause, or thing related to such Optionholder Releasors’ capacity as an optionholder of the Company and/ or owner (beneficial or otherwise) of shares of Company Common Stock and arising out of or related to acts, events, circumstances, conditions or omissions occurring at or prior to the Effective Time (collectively, “Released Claims”); provided, however, that nothing contained in the foregoing shall operate to release any (A) indemnification rights granted to Optionholder

in its capacity as a director or officer of the Company (and solely in and to the extent of such capacity, and which shall not entitle the undersigned to indemnification in respect of any indemnification owed by the undersigned in the undersigned’s capacity as an Equityholder to Acquirer Indemnified Parties pursuant to Section 7.02 of the Merger Agreement) under the Delaware General Corporation Law or the provisions of the Company’s Organizational Documents; (B) rights granted to Optionholder pursuant to this Agreement, the Merger Agreement or any agreement, instrument, certificate or document delivered pursuant to the Merger Agreement; (C) any claim that cannot be released as a matter of law, including with respect to workers’ compensation, unemployment, or reimbursement under Cal. Lab. Code 2802; and (D) if Optionholder is or was an employee or consultant of the Company or any of its Subsidiaries, any claim for the payment or receipt of accrued but unpaid wages, salaries or other cash compensation or benefits to the extent already due and excluding any unpaid vacation or PTO that follows the Company’s or its Subsidiaries carryforward rules, in each case solely to the extent related to the Stockholder’s employment or consulting relationship with the Company or any of its Subsidiaries; provided, further, that this release is intended to be a complete and general release with respect to the Released Claims being released herein, subject to the limitations set forth in the preceding sentence, and specifically includes claims that are known, unknown, fixed, contingent or conditional, including any breach of fiduciary duty, or claims arising under the Securities Act of 1933, as amended, or any other federal, state, blue sky or local law dealing with any securities;

(x) that Optionholder’s right to receive cash payments or options to acquire shares of Parent Common Stock, as applicable, as set forth in the Merger Agreement, subject to the limitations, terms and conditions specified in the Merger Agreement and any other written agreement between the Optionholder and the Company and/or the Parent, in exchange for the Options held by Optionholder, shall constitute Optionholder’s sole and exclusive right against the Releasees in respect of such Options and/or any contract, agreement or instrument with the Company pertaining thereto or Optionholder’s status as a holder of Options;

(xi) that Optionholder hereby expressly waives any and all provisions, rights and benefits conferred by §1542 of the California Civil Code (or any similar, comparable or equivalent provision or law), which section provides:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

(xii) that Optionholder’s Optionholder Pro Rata Share of the Representative Expense Amount or any payment made to Equityholders under Section 2.10(b) of the Merger Agreement will not be paid to Optionholder until and unless such amounts are required to be disbursed to Optionholder in accordance with the Merger

Agreement, which may result in a reduction in the amount of consideration payable to Optionholder;

(xiii) that payments made under the Seller Note will be reduced by the portion of the transaction fee payable to Qatalyst Partners LLC by the Company upon any payment of the Seller Note in accordance with the terms of the Company’s engagement letter with Qatalyst Partners LLC;

(xiv) that (A) Optionholder understands that the treatment of the Options contemplated by this Agreement and the Merger Agreement may be effected without Optionholder’s consent consistent with the terms of the Company Option Plan pursuant to which the Options were granted, (B) Optionholder fully understands Optionholder’s rights to discuss all aspects of this Agreement, the Merger Agreement and any other written agreement between Optionholder and the Company and/or Parent with Optionholder’s private attorneys, (C) Optionholder has carefully read and fully understands all of the terms of this Agreement and the Merger Agreement and any other written agreement between Optionholder and the Company and/or Parent, (D) Optionholder has not transferred or assigned any rights or claims that Optionholder is hereby purporting to release herein, (E) Optionholder is voluntarily, and with proper and full authority, executing this Agreement and Agreement and any other written agreement between Optionholder and the Company and/or Parent (F) Optionholder has had a reasonable period of time to consider the provisions of this Agreement and any other written agreement between Optionholder and the Company and/or Parent, and has considered them carefully before executing this Agreement;

(xv) that pursuant to the Merger Agreement, the Company shall be entitled to deduct and withhold from the consideration otherwise payable to Optionholder pursuant to the Merger Agreement such amounts as the Company is required to deduct and withhold under the applicable federal, state, local and foreign law, including, without limitation, the Internal Revenue Code of 1986, with respect to the making of such payments; and

(xvi) that (A) nothing in this Agreement may be construed to prohibit Optionholder from filing a charge with, reporting possible violations to, or participating or cooperating with any governmental agency or entity, including but not limited to the Equal Employment Opportunity Commission, the Financial Industry Regulatory Authority, the Department of Justice, the Securities and Exchange Commission, Congress, or any agency Inspector General, or making other disclosures that are protected under the whistleblower, anti-discrimination or anti-retaliation provisions of applicable federal, state or local law or regulation; provided, however, that Optionholder may not disclose information of the Released Parties that is protected by the attorney-client privilege, except as otherwise required by law; (B) if Optionholder participates in any claim for discrimination, harassment, interference with leave rights or retaliation that can be released in the manner set forth in this Agreement, Optionholder hereby waives Optionholder’s right to secure any monetary awards or damages; and (C) Optionholder does not need the prior authorization

of the Company to make any such reports or disclosures and is not required to notify the Company that it has made such reports or disclosure.

4. Termination. This Agreement shall terminate automatically upon termination of the Merger Agreement in accordance with its terms.

5. Miscellaneous.

(a) Further Actions. Each party, at the reasonable request of the other party, agrees to execute and deliver such other instruments and do and perform such other acts and things as may be reasonably necessary or desirable for effecting the transactions contemplated by this Agreement.

(b) Waivers. No action taken pursuant to this Agreement, including any investigation by or on behalf of any party hereto, nor any failure or delay on the part of any party hereto in the exercise or failing or delaying in the exercise of its rights of any right hereunder, shall be deemed to constitute a waiver by the party taking such action of compliance by any other party with or of any representations, warranties, covenants or agreements contained in this Agreement. The waiver by any party hereto of a breach of any provision hereunder shall not operate or be construed as a waiver of any prior or subsequent breach of the same or any other provision hereunder.

(c) Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement. This Agreement shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic transmission shall be effective as delivery of a manually executed original counterpart of this Agreement.

(d) Governing Law; Jurisdiction. This Agreement and the respective rights and obligations of the parties under this Agreement shall be governed by, and shall be determined under, the internal laws of the State of Delaware applicable to contracts between residents of the State of Delaware to be performed solely in the State of Delaware, i.e., without regard to choice of law principles. Any action involving this Agreement shall be brought and maintained solely in Delaware Court of Chancery in New Castle County and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware). Each of the parties hereto irrevocably consents to the exclusive jurisdiction and venue of the aforesaid courts in connection with any matter based upon or arising out of this Agreement or the matters contemplated herein, irrevocably consents to the service of process outside the territorial jurisdiction of the courts referred to in this Section 5(d) in any such action or proceeding by mailing copies thereof by registered or certified United States mail, postage prepaid, return receipt requested, to its address as specified pursuant to Section 5(f), and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, venue and such process.

(e) Waiver of Jury Trial. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) 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 THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5(e).

(f) Notices. Any notices or other communications required or permitted under this Agreement shall be sufficiently given if in writing and (i) hand delivered, including delivery by courier services, or (ii) sent by certified mail, return receipt requested, postage prepaid addressed to the recipient at the address stated below, or to such other address as the party concerned may substitute by written notice to the other. All notices hand delivered shall be deemed received on the day of delivery. All notices forwarded by mail shall be deemed received on the date two (2) days (excluding Saturdays, Sundays and legal holidays when the U.S. mail is not delivered) immediately following date of deposit in the U.S. mail; provided, however, the return receipt indicating the date upon which the notice is received shall be prima facie evidence that such notice was received on the date of the return receipt. Addresses may be changed by giving notice of such change in the manner provided herein. Unless and until such written notice is received, the last address given shall be deemed to continue in effect for all purposes.

If to the Company, to:

Galileo Financial Technologies, Inc.

6510 South Millrock Dr.

Suite 300

Salt Lake City, UT 84121

Attention: General Counsel

Email: CTrujillo@galileo-ft.com

with a copy to (which copy shall not constitute notice):

Dorsey & Whitney LLP

111 South Main Street, Suite 2100

Salt Lake City, Utah, 84111

Attention: Nolan S. Taylor

Email: Taylor.Nolan@dorsey.com

If to Optionholder, to the address set forth on the signature page hereto, or to such other addresses as any such party may designate in writing in accordance with this Section 5(f).

(g) Entire Agreement; Assignment. Unless otherwise specified herein (including with respect to any other agreement entered into between Optionholder and the Company and/or Parent), this Agreement and the Merger Agreement (i) contain the entire agreement and understanding between the parties with respect to the subject matter herein identified and merge and integrate any and all previous and contemporaneous implied agreements (in fact or law), between or among the parties concerning such matters, and (ii) shall not be assigned by operation of law or otherwise. This Agreement may be amended by the parties hereto only by execution of an instrument in writing signed on behalf of the party against whom enforcement is sought.

(h) Parties in Interest. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective permitted successors and assigns. Nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement; provided that, Parent, Merger Sub and Merger Sub II shall be express third party beneficiaries under this Agreement and shall be entitled to enforce directly any of the provisions hereof.

(i) Severability. If any provision of this Agreement or portion of this Agreement is found to be wholly or partially invalid, illegal or unenforceable in any judicial proceeding, then such provision shall be deemed to be modified or restricted to the extent and in the manner necessary to render the same valid and enforceable, or shall be deemed excised from this Agreement, as the case may require, and this Agreement shall be construed and enforced to the maximum extent permitted by law, as if such provision had been originally incorporated in this Agreement as so modified or restricted, or as if such provision had not been originally incorporated in this Agreement, as the case may be.

(j) Rules of Construction. The parties hereto agree that they have been represented by counsel during the negotiation, preparation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.

(k) Fees and Expenses. Whether or not the Mergers are consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

OPTIONHOLDER

By:

Name:

Name and address to which notices shall be sent to Optionholder prior to Effective Time (please print):

(Name)

(Street)

(City)

(State)

(Zip)

GALILEO FINANCIAL TECHNOLOGIES, INC.

By:

Name:

Title:

Document

Exhibit 10.12

CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED

AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN

EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND

(II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

Execution Version

STADIUM COMPLEX CORNERSTONE NAMING RIGHTS AND SPONSORSHIP AGREEMENT

by and between

STADCO LA, LLC

and

SOCIAL FINANCE, INC.

September 14, 2019

TABLE OF CONTENTS


			Page

1.	DEFINITIONS		2

2.	TERM		7

	(a)	Term	7

	(b)	[***]	8

	(c)	No Continued Use Upon Expiration or Termination	8

	(d)	[***]	8

3.	ASSETS		8

	(a)	Naming Rights Assets	8

	(b)	Team Assets	9

	(c)	Stadium Logos; Signage, Displays, and other Collateral	9

	(d)	Stadium Name; References; Restriction on Sponsorship of Other Venues	10

	(e)	Stadium Name Changes	10

	(f)	Unavailable Assets	13

	(g)	No Pass-Throughs	13

	(h)	Rights Reserved	13

	(i)	[***]	13

	(j)	Annual Review Meeting	13

4.	CATEGORY PROTECTION AND CERTAIN OTHER RIGHTS		14

	(a)	Category Protection	14

	(b)	Exclusive Category	14

	(c)	Exceptions and Limitations to Scope of Exclusive Category	14

	(d)	Exceptions to Category Protection and Other Rights	15

	(e)	Prominence	17

	(f)	No Rights to Any Additional Teams	17

	(g)	Ambush Marketing	17

5.	FEES		17

	(a)	Sponsorship Fees	17

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	(b)	Payment Schedule for Sponsorship Fees	17

	(c)	Playoff Fees	19

	(d)	Taxes; Fees and Commissions; Wire Transfer	19

	(e)	Interest on Late Payments	19

	(f)	Costs and Expenses	19

6.	DEFAULT AND REMEDIES		21

	(a)	Default by Naming Rights Partner	21

	(b)	Rights and Remedies of StadCo	21

	(c)	Default by StadCo	21

	(d)	Rights and Remedies of Naming Rights Partner	22

	(e)	Special Termination Rights	22

	(f)	Effect of Termination	22

7.	LATE COMPLETION OR FAILURE TO COMPLETE		22

8.	FORCE MAJEURE; EMINENT DOMAIN; CASUALTY; CHANGES TO NFL RULES		23

	(a)	Effect of Force Majeure	23

	(b)	Total Condemnation of Stadium	23

	(c)	Partial Condemnation of Stadium	23

	(d)	Casualty	23

	(e)	Changes in NFL Rules	24

9.	LOST GAMES FROM FORCE MAJEURE EVENTS, CASUALTY EVENTS, AND WORK STOPPAGE; RELOCATION OF TEAMS		24

	(a)	Remedies for Lost Games	24

	(b)	Relocation of Teams	25

10.	INTELLECTUAL PROPERTY		25

	(a)	Ownership of Naming Rights Partner Marks	25

	(b)	Registration and Protection of Stadium Marks	25

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			Page

	(c)	Licenses to StadCo	25

	(d)	Merchandising	26

	(e)	Licenses to Naming Rights Partner	26

	(f)	Uses of Marks	27

	(g)	Limitations on Licenses; Quality Control	27

	(h)	Stadium Website	27

	(i)	Stadium Social Media and Mobile Application	28

	(j)	Rights of NFL Entities	28

	(k)	Inventory Run-Out	28

	(l)	Notification of Infringement	29

	(m)	Approval of Use of Marks	29

	(n)	Players and Coaches	30

	(o)	No Contests without Approval	30

	(p)	Restrictions	31

	(q)	Compliance with Law	31

11.	CONFIDENTIALITY		31

12.	REPRESENTATIONS, WARRANTIES, AND COVENANTS		31

	(a)	By StadCo	31

	(b)	By Naming Rights Partner	32

13.	INDEMNIFICATION AND INSURANCE		33

	(a)	Indemnification by Naming Rights Partner	33

	(b)	Indemnification by StadCo	34
	(c)	Indemnification Process	34

	(d)	Insurance	35

14.	LIMITATION OF DAMAGES		36

15.	ARBITRATION		37

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	(a)	Disputes Subject to Arbitration	37

	(b)	Arbitration Award	37

	(c)	Injunctive Relief	37

16.	APPRAISAL		37

	(a)	Appraisal Process for [***]	37

	(b)	Appraisal Process for [***]	38

	(c)	Selection and Determination of Appraiser	38

	(d)	Appraisal Costs	38

	(e)	Disputes Regarding Appraisal	38

17.	MISCELLANEOUS PROVISIONS		38

	(a)	Relationship of Parties	38

	(b)	Third Party Beneficiaries	39

	(c)	Sponsorship Revenues	39

	(d)	Subject and Subordinate	39

	(e)	Waiver	39

	(f)	Notices	39

	(g)	Severability	40

	(h)	Assignment by StadCo	40

	(i)	Assignment by Naming Rights Partner	41

	(j)	Media Releases	41

	(k)	Headings	41

	(l)	Survival	41

	(m)	Entire Agreement	41

	(n)	Governing Law; Venue	42

	(o)	Amendments/Modification	42

	(p)	Counterparts	42

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(q)	Exculpation	42

(r)	No Inferences	42

(s)	Waiver of Jury Trial	42

(t)	General Interpretive Principles	42

(u)	Further Assurances	43

(v)	Time is of the Essence	43

(w)	Expenses	43

(x)	No Team or Stadium Event Representations, Warranties, or Covenants	43

(y)	No Consultants	43

SCHEDULE 1 Depiction of the Stadium Plazas

SCHEDULE 2 Naming Rights Assets

SCHEDULE 3 Team Assets

SCHEDULE 4 Naming Rights Partner Marks

SCHEDULE 5 Stadium Marks (including Stadium Logos)

SCHEDULE 6 Team Marks

EXHIBIT A Naming Rights Partner Signage Plan

-v-

STADIUM COMPLEX CORNERSTONE NAMING RIGHTS AND SPONSORSHIP AGREEMENT

This Stadium Complex Cornerstone Naming Rights and Sponsorship Agreement (this “Agreement”) is made and entered into as of September 14, 2019 (the “Effective Date”) by and between (i) Social Finance, Inc., a Delaware corporation (“Naming Rights Partner”), and (ii) Stadco LA, LLC, a Delaware limited liability company (“StadCo”). Naming Rights Partner and StadCo are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”

Recitals

A. StadCo is constructing and, once completed, will own and operate a (i) multi-purpose sports and entertainment stadium in Inglewood, California (the “Stadium”), which will, among other things, serve as the home stadium for the National Football League (“NFL”) member clubs known as the Los Angeles Rams and the Los Angeles Chargers (each, a “Team” and, collectively, the “Teams”), and (ii) plaza areas adjacent to the Stadium as depicted on Schedule 1 (the “Stadium Plazas” and, together with the Stadium, the “Stadium Complex”).

B. The Stadium Complex will be (i) under a common roof with an approximately 5,500-seat flex performance venue (the “Performance Venue”) and (ii) adjacent to an entertainment district, which is anticipated to include office space, retail space, residential space, and open space (including open space dedicated for public use), as well as hotel and dining options (the “District”).

C. StadCo has entered into license agreements with the Teams whereby StadCo has the right to include certain rights and benefits of the Teams as part of this Agreement and to bind the Teams to honor the duties and obligations of StadCo as they relate to the Teams pursuant to this Agreement.

D. Naming Rights Partner desires to become, and StadCo desires that Naming Rights Partner becomes, the naming rights partner of the Stadium Complex entitled to receive certain rights and assets associated with the Stadium Complex set forth on Schedule 2 (collectively, the “Naming Rights Assets”), subject to the terms and conditions of this Agreement.

E. Naming Rights Partner desires to receive from StadCo, and StadCo desires to grant to Naming Rights Partner, the cornerstone sponsorship rights and assets associated with the Teams set forth on Schedule 3 (the “Team Assets” and, collectively with the Naming Rights Assets, the “Assets”), subject to the terms and conditions of this Agreement.

Agreement

Therefore, in consideration of the mutual covenants set forth herein, the sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the Parties hereby agree as follows:

1. Definitions.

“Affiliate” means, with respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with such Person, except that for purposes of this Agreement, SoftBank Group Corp. shall not be considered an Affiliate of Naming Rights Partner.

“Agreement” has the meaning set forth in the introductory paragraph.

“[***]”.

“[***].

“Appraisal Request” has the meaning set forth in Section 16(a).

“Appraiser” has the meaning set forth in Section 16(a).

“[***].

“Asset(s)” has the meaning set forth in Recital E.

“Asset Costs” has the meaning set forth in Section 5(f)(iii).

“Assign” has the meaning set forth in Section 17(h)(i).

“Assignment” has the meaning set forth in Section 17(h)(i).

“[***].

“Casualty Event” has the meaning set forth in Section 8(d)(i).

“Champions Plaza” has the meaning set forth in Section 3(a).

“Claim” has the meaning set forth in Section 13(c).

“Contract Year” means the Initial Contract Year and each subsequent twelve (12) month period, each beginning on April 1st and ending on the immediately following March 31st[***].

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract, or otherwise. Ownership of more than fifty percent (50%) of the beneficial and voting interests of any Person shall be conclusive evidence that control exists. “Controlling” and “Controlled” have meanings correlative thereto.

“[***].

“Dispute” has the meaning set forth in Section 15(a).

“District” has the meaning set forth in Recital B.

“District Sponsorship Agreement” means the District Cornerstone Sponsorship Agreement entered into between Naming Rights Partner and HP DistrictCo LA, LLC dated as of the Effective Date.

“Effective Date” has the meaning set forth in the introductory paragraph.

“[***].

“Exclusive Category” has the meaning set forth in Section 4(b), subject to the exceptions and limitations set forth in Sections 4(c) and 4(d).

“Expiration Date” has the meaning set forth in Section 2(a).

“Fees” has the meaning set forth in Section 5(c).

“[***].

“Finance Counterparty” has the meaning set forth in Section 17(h)(iii).

“Financing” has the meaning set forth in Section 17(h)(iii).

“Force Majeure Event” means, with respect to either Party, an event or condition that is caused by facts and circumstances that are beyond the reasonable control of such Party, which wholly or partially prevents or delays the performance of any of the duties, responsibilities, or obligations (except for the payment of money) of such Party, including the enactment, imposition, or modification of any Law that occurs after the Effective Date and that prohibits or materially impedes the performance of the obligations of the Parties under this Agreement; confiscation, seizure, or condemnation by any governmental authority; act or the failure to act of any governmental authority; compliance with any order or regulation of any governmental authority; war or war-like action (whether actual, pending, or expected and whether de jure or de facto); arrest or other restraint of government (civil or military); blockade or embargo; insurrection, civil disturbance, riot, or national emergency; epidemic or national health emergency; act of God, fire, landslide, lightning, earthquake, hurricane, storm, flood, drought, wash-out, or explosions; nuclear reaction or radiation or radioactive contamination; act of terrorism or sabotage; strike or other labor trouble (but excluding a Work Stoppage); failure of a utility provider; or interruption of or delay in transportation.

“[***].

“Indemnified Person” has the meaning set forth in Section 13(c).

“Indemnifying Person” has the meaning set forth in Section 13(c).

“Initial Contract Year” means the period beginning on the Stadium Opening Date and ending on the immediately following March 31st.

“JAMS” means JAMS, Inc.

“Law” means any federal, state, local, or foreign constitution, treaty, law, statute, ordinance, rule, code, regulation, order, writ, decree, injunction, judgment, stay, or restraining order, or any judgment, opinion, decree, or ruling of any governmental authority, in each case whether currently in effect or subsequently enacted or amended, that may affect the respective rights or obligations of the Parties set forth in this Agreement.

“[***].

“Limited Exclusivity Events” has the meaning set forth in Section 4(d)(ii).

“Loss” has the meaning set forth in Section 13(a).

“[***].

“Marks” means, collectively, the Stadium Marks, Team Marks, and Naming Rights Partner Marks.

“Major Event” has the meaning set forth in Section 4(d)(v).

“Mobile Application” has the meaning set forth in Section 10(i)(ii).

“Name Change Notice” has the meaning set forth in Section 3(e)(ii).

“[***].

“Naming Rights Assets” has the meaning set forth in Recital D.

“Naming Rights Partner” has the meaning set forth in the introductory paragraph.

“Naming Rights Partner Default” has the meaning set forth in Section 6(a).

“Naming Rights Partner Indemnified Party” and “Naming Rights Partner Indemnified Parties” have the respective meanings set forth in Section 13(b).

“Naming Rights Partner Marks” means those trademarks and service marks set forth in Schedule 4 (as may be amended from time to time).

“Naming Rights Partner Signage Plan” means the signage plan for the Stadium Complex attached to this Agreement as Exhibit A.

“[***].

“NFL” has the meaning set forth in Recital A.

“NFL Commissioner” means the Office of the Commissioner of the NFL established pursuant to the NFL Constitution.

“NFL Constitution” means the Constitution and Bylaws of the National Football League as in effect from time to time.

“NFL Entities” means the NFL; [***]; any successor or future entity that is directly or indirectly jointly owned or Controlled by all or substantially all of the NFL member clubs under the NFL Constitution; and each and all of their respective past, present, and future Affiliates, subsidiaries, successors, and assigns.

“NFL Management Council” means the association formed by the member clubs of the NFL to act as the representative of such member clubs in the conduct of collective bargaining and other player relations activities of mutual interest to such member clubs.

“NFL Rules” means the NFL Constitution and the Articles of Association and Bylaws of the NFL Management Council, including any amendments to either such document and any interpretations of either such document issued from time to time by the NFL Commissioner; all operative NFL or NFL Management Council resolutions; any existing or future agreements entered into by the NFL or the NFL Management Council, including any television agreements or any collective bargaining or other labor agreements (including any NFL player salary guarantees and pension fund agreements); any agreements made in settlement of any litigation against the NFL, the NFL Management Council, or the NFL member clubs (including litigation against such clubs, or agreements made by such clubs, jointly or collectively); and such other rules, standards, bulletins, guidelines, directives, decisions, or policies as the NFL, the NFL Management Council, or the NFL Commissioner may issue from time to time.

“No-Signage Event” has the meaning set forth in Section 4(d)(iv).

“[***].

“Objection Notice” has the meaning set forth in Section 3(e)(ii).

“Obscure” means to cover, obscure, block, or temporarily or permanently remove, or otherwise take any action primarily intended to obstruct or otherwise alter the view of signage.

“Olympics” or “Olympic Games” means the events which comprise the Olympics sponsored by the International Olympics Committee, International Paralympic Committee, or their respective successor organizations.

“Other Sponsorship Agreement” means either the District Sponsorship Agreement or the Performance Venue Sponsorship Agreement.

“[***].

“Parties” and “Party” have the meanings set forth in the introductory paragraph.

“Performance Venue” has the meaning set forth in Recital B.

“Performance Venue Sponsorship Agreement” means the Performance Venue Cornerstone Sponsorship Agreement entered into between Naming Rights Partner and Performance Company LA, LLC dated as of the Effective Date.

“Permitted Name Change” has the meaning set forth in Section 3(e)(i).

“Person” means any natural person, corporation, partnership, limited partnership, limited liability company, estate, trust, joint venture, association, governmental entity, or other form of entity or business organization.

“[***].

“Social Media Accounts” has the meaning set forth in Section 10(i)(i).

“[***].

“Sponsorship Fees” has the meaning set forth in Section 5(a).

“StadCo” has the meaning set forth in the introductory paragraph.

“StadCo Additional Insureds” has the meaning set forth in Section 13(d)(i).

“StadCo Default” has the meaning set forth in Section 6(c).

“StadCo Indemnified Party” and “StadCo Indemnified Parties” have the respective meanings set forth in Section 13(a).

“Stadium” has the meaning set forth in Recital A.

“Stadium Complex” has the meaning set forth in Recital A.

“Stadium Domain Name” has the meaning set forth in Section 10(h).

“Stadium Logos” has the meaning set forth in Section 3(c)(i).

“Stadium Marks” means the Stadium Name, the Stadium Logos, and those trademarks and service marks set forth in Schedule 5 (as may be amended from time to time), none of which shall contain or incorporate (i) the Team Marks or (ii) any color schemes which are confusingly similar to those associated with the Team Marks or otherwise are intended to be similar to the color schemes (e.g., if the Team Mark color scheme is yellow, blue, and white, the Stadium Marks cannot include a color scheme that is also yellow, blue, and white, even if a different shade of yellow, blue, and white).

“Stadium Name” has the meaning set forth in Section 3(d)(i).

“Stadium Name Change Fee” has the meaning set forth in Section 3(e)(vi).

“Stadium Opening Date” means the date on which the Stadium is first open for its first event.

“Stadium Plazas” has the meaning set forth in Recital A.

“Stadium Website” has the meaning set forth in Section 10(h).

“Style Guide” has the meaning set forth in Section 10(m)(i).

“Substitute Asset” means a substitute promotional or advertising right or benefit having promotional value not less than that of the applicable undelivered Asset.

“[***].

“Team” and “Teams” have the respective meanings set forth in Recital A.

“Team Assets” has the meaning set forth in Recital E.

“Team Marks” means those trademarks and service marks set forth in Schedule 6 (as may be amended from time to time).

“Team NFL Home Game” means with respect to each Team, [***] game played at the Stadium.

“Term” has the meaning set forth in Section 2(a).

“[***].

“Territory” means the territory established from time to time by the NFL as the home marketing area of each of the Teams.

“USPTO” means the United States Patent and Trademark Office.

“Venue” has the meaning set forth in Section 3(d)(iii).

“[***].

“Work Stoppage” means the occurrence of a strike, work stoppage, lockout, or other suspension or cancellation of NFL play arising out of or as a result of a labor dispute involving NFL players or NFL referees.

2. Term.

(a) Term. This Agreement shall commence on the Effective Date and shall expire at 11:59 pm Pacific Time on the last day of the twentieth (20th) Contract Year (such date, the “Expiration Date”), unless extended or earlier terminated or reduced in accordance with the terms of this Agreement (the “Term”).

(b) Termination of any Other Sponsorship Agreement. Notwithstanding anything to the contrary in this Agreement, this Agreement shall automatically and immediately terminate, without any further action by or notice to either Party, upon any termination of any Other Sponsorship Agreement in accordance with its terms. In such event, the termination of this Agreement shall become effective at the same time that the termination of such Other Sponsorship Agreement becomes effective, and neither Party shall have any further obligation to the other Party or rights under this Agreement other than those that survive termination in accordance with this Agreement, provided, however, that nothing in this Section 2(b) shall limit a Party’s rights and remedies at law and in equity in case of a termination of this Agreement or any Other Sponsorship Agreement.

(c) No Continued Use Upon Expiration or Termination. Immediately following the Expiration Date or earlier termination of this Agreement in accordance with the terms of this Agreement (but subject to each Party’s legal rights and remedies to dispute an early termination of this Agreement), (i) the licenses granted in Section 10 will automatically terminate and (ii) StadCo shall be free to rename the Stadium Complex. Following the Expiration Date or earlier termination of this Agreement in accordance with the terms of this Agreement, subject to any permitted historical uses pursuant to Section 10(c) and inventory run-out uses pursuant to Section 10(k), StadCo shall (i) cease all use of the Stadium Marks and Naming Rights Partner Marks as soon as reasonably practicable, (ii) no longer refer to the Stadium Complex by the Stadium Name in its advertising or promotional materials or any other communications, and (iii) use good faith efforts to notify parties contracting with StadCo not to use the Stadium Name; provided that StadCo shall have a period of twelve (12) months after the expiration or termination of this Agreement to remove any references to, or displays of, the Stadium Marks and Naming Rights Partner Marks on the signs or advertisements on and in the Stadium Complex provided for under this Agreement. Upon the expiration or termination of this Agreement, subject to any permitted historical uses pursuant to Section 10(c) and inventory run-out uses pursuant to Section 10(k), Naming Rights Partner and its Affiliates shall cease all use of the Team Marks and the Stadium Marks and shall no longer refer to the Stadium Complex by the Stadium Name.

(d) [***].

3. Assets.

(a) Naming Rights Assets. During the Term, subject to the terms and conditions of this Agreement, StadCo grants to Naming Rights Partner the rights with respect to the Naming Rights Assets as set forth on Schedule 2. After consultation with Naming Rights Partner, StadCo will use its commercially reasonable efforts to implement the Naming Rights Assets, and will diligently work to have the Naming Rights Assets implemented as soon as possible. StadCo acknowledges and agrees that its obligation to have the Naming Rights Assets implemented as soon as possible shall include, without limitation, the obligation to work with Naming Rights Partner to promote Naming Rights Partner as the naming rights partner of the Stadium Complex during the period between the Effective Date and the Stadium Opening Date. For the avoidance of doubt, Naming Rights Partner acknowledges and agrees that the Naming Rights Assets do not extend to, or prevent StadCo from granting to any other Person, the right to name and brand areas or elements that are part of or within the Stadium Complex, including without limitation,

all or any part of the Stadium Plazas (including the plaza currently contemplated as “Champions Plaza”), premium seating areas, corners, clubs, lounges, concourses, gates and entrances, unless the right to name or brand such areas or elements are expressly within the scope of the Naming Rights Assets.

(b) Team Assets. Commencing on the Stadium Opening Date and continuing throughout the Term, subject to the terms and conditions of this Agreement, StadCo grants to Naming Rights Partner the rights with respect to the Team Assets as set forth on Schedule 3, and after consultation with Naming Rights Partner, StadCo will use its commercially reasonable efforts to implement the Team Assets, and will diligently work to have the Team Assets implemented as soon as possible during such period.

(i) The logos for the Stadium Complex, incorporating the Stadium Name, including the style and color, are identified and set forth on Schedule 5 (the “Stadium Logos”). The Parties acknowledge that the Stadium Logos set forth on Schedule 5 are interim Stadium Logos. The Parties shall have thirty (30) days from the Effective Date to mutually agree upon revised Stadium Logos, and for avoidance of doubt, any such changes or supplements to the interim Stadium Logos set forth on Schedule 5 within such thirty (30) day period shall not constitute a change in the Stadium Logos as provided in Section 3(c)(ii). If the Parties do not agree upon revised Stadium Logos within such thirty (30) day period, then the interim Stadium Logos set forth on Schedule 5 shall constitute the Stadium Logos for purposes of this Agreement except as otherwise agreed upon by the Parties. Any signage, displays, and other Assets and all associated collateral shall be subject to StadCo’s prior written approval as provided in Sections 10(e) and 10(m), and to any required approvals of, or limitations imposed by, governmental authorities (including as may be set forth in, or imposed pursuant to, any development or other agreement with the City of Inglewood or any other governmental authority) or the NFL Entities. StadCo will obtain the consent or approval of any governmental authority that is required for its performance under this Agreement. Any and all uses of the Stadium Logos or Stadium Marks and/or the Naming Rights Partner Marks in connection with signage, displays, and other Assets and all associated collateral shall be subject to the approval process set forth in Section 10(m). If the Parties approve a new stylized version(s) of the Stadium Logos pursuant to Section 3(d) or a new Stadium Name pursuant to Section 3(e), then the Parties shall work together to develop a new Stadium Logos to the extent necessary to reflect the new Stadium Name or the new stylized version(s) of the Stadium Logos, as the case may be, and to effect a smooth transition with respect thereto. Except as set forth in Section 4, StadCo’s rights to cover, obscure, or temporarily remove any of Naming Rights Partner’s signage provided for in this Agreement shall be governed by Sections 4(d)(i), 4(d)(iv), and 4(d)(v). StadCo shall [***].

(ii) If Naming Rights Partner wishes to change certain stylized elements of (A) the Stadium Name (without changing the Stadium Name itself) or (B) Naming Rights Partner’s corporate logo incorporated into the Stadium Logos (without changing Naming Rights Partner’s trade name that is incorporated into the Stadium Logos), then Naming Rights Partner shall notify StadCo of the proposed change. StadCo shall have the right to approve or disapprove of such proposed change, which approval shall not be unreasonably withheld, conditioned, or delayed by StadCo; provided, however, that it shall be reasonable for StadCo to withhold

approval (1) if such proposed change includes any color or shade that StadCo deems to be unacceptable, (2) if such proposed change violates NFL Rules, or (3) on the basis of any of clauses (A) through (J) of Section 3(e)(i) with respect to such proposed change. Naming Rights Partner shall bear all costs and expenses associated with changes to the Stadium Name and Stadium Logos requested pursuant to this Section 3(c)(ii), including without limitation the costs and expenses described in clauses (a) through (d) of Section 3(e)(v).

(iii) If StadCo wishes to change certain stylized elements of (A) the Stadium Name (without changing the Stadium Name itself) or (B) the Stadium Logos (without changing Naming Rights Partner’s corporate logo incorporated into the Stadium Logos), then StadCo shall notify Naming Rights Partner of the proposed change. Naming Rights Partner shall have the right to approve or disapprove of such proposed change, which approval shall not be unreasonably withheld, conditioned, or delayed by Naming Rights Partner. StadCo shall bear all costs and expenses associated with changes to the Stadium Name and Stadium Logos requested pursuant to this Section 3(c)(iii), including without limitation the costs and expenses described in clauses (a) through (d) of Section 3(e)(v).

(d) Stadium Name; References; Restriction on Sponsorship of Other Venues.

(i) The name of the Stadium Complex will be “SoFi Stadium” (the “Stadium Name”), subject to changes in the Stadium Name strictly in accordance with Section 3(e). From and after the Effective Date, StadCo and the Teams shall: (A) [***]; (B) [***]; (C) [***]; provided that StadCo will not be in breach of this Agreement if [***]; (D) [***]; and (E) [***], and in connection therewith, StadCo acknowledges that Naming Rights Partner [***]and that [***], as described in such clauses (B) through (E) is of extreme importance to Naming Rights Partner, and consequently, StadCo will take such reasonable steps as are necessary and appropriate in order to achieve such result. StadCo further agrees, [***].

(ii) StadCo acknowledges and agrees that [***] except as provided below. In addition, StadCo agrees that no Stadium Marks will incorporate [***] or any references to [***]. StadCo may [***], provided that [***]. In addition, StadCo may [***]

(iii) Naming Rights Partner covenants and agrees that, during the Term, Naming Rights Partner shall not, other than pursuant to this Agreement, acquire the naming rights to, serve as the naming rights partner of, or otherwise permit its corporate name or any Naming Rights Partner Mark to be included in the name of any sports, music, or other entertainment venue, including without limitation, any stadiums, arenas, theaters, fields, or any complex comprised of any of the foregoing (each, a “Venue”) located [***]; provided, however, that [***]; provided, further, that Naming Rights Partner will not be in breach of this Agreement if [***], so long as [***].

(e) Stadium Name Changes.

(i) If, from time to time, either (1) [***], or (2) [***], Naming Rights Partner changes its corporate name and no longer uses the “SoFi” of “Social Finance” name in connection with its business, or conducts the services in the Exclusive Category through a name other than “SoFi”, then Naming Rights Partner may propose another Stadium Name by serving

written notice upon StadCo, which notice shall contain (x) the reason for, or cause of, such change, and (y) the proposed new Stadium Name. The new Stadium Name shall be subject to the reasonable prior written approval of StadCo, which shall not be unreasonably withheld, conditioned, or delayed; provided that it shall be deemed reasonable to withhold, condition, delay, or deny such consent if such successor is not, or the name to which the Stadium Name would be changed is not the name of, (I) [***], or (II) [***] (a “Permitted Name Change”). For purposes of this Section 3(e), the standard for reasonable approval shall mean that StadCo may deny approval if the proposed Stadium Name is not a Permitted Name Change or (A) would violate any Law or NFL Rule; (B) is offensive, discriminatory against a protected class, offensive to the sensibilities of the community at large, or associates the Stadium Complex with any Person, product, or service that is detrimental to the reputation of StadCo or either Team; (C) would reasonably cause embarrassment to StadCo or either Team (such as names containing slang, barbarisms, or profanity) or is otherwise inconsistent with StadCo’s or either Team’s reputation or wholesome, family-oriented image; (D) is related to any business or enterprise that might reasonably be deemed to be immoral; (E) contains any overt or publicly offensive political reference; (F) relates or refers to any sexually oriented subject matter, business, or enterprise; (G) is inconsistent with names that are appropriate for a first-class NFL stadium, (H) would involve a brand change such that SoFi (or the existing brand incorporated into the Stadium Name at the time) would no longer be used in the Stadium Name, (I) would conflict with an existing sponsor of the Teams or the Stadium, and the Parties are unable to agree, after using good faith efforts, to develop a work-around for such new Stadium Name, and (J) is a name not primarily associated with products or services in the Exclusive Category.

(ii) If Naming Rights Partner desires to change the name of the Stadium Complex as the result of a Permitted Name Change, Naming Rights Partner shall provide at least one hundred twenty (120) days’ prior written notice to StadCo of the desired name change (the “Name Change Notice”), and, if StadCo believes that such proposed name is not a Permitted Name Change or falls within any of the categories described in Section 3(e)(i), it shall have thirty (30) days from the receipt of the Name Change Notice to object by delivering to Naming Rights Partner a written objection (the “Objection Notice”) to any proposed name, on the basis that such name change is not a Permitted Name Change or on the basis of clauses (A) through (J) of Section 3(e)(i). If StadCo delivers an Objection Notice to Naming Rights Partner within such thirty (30) day period, Naming Rights Partner shall not be permitted to change the name of the Stadium Complex to the name identified in the Name Change Notice. Any dispute regarding the reasonableness of StadCo withholding approval to a new Stadium Name pursuant to this Section 3(e) shall first be submitted to the dispute resolution procedure pursuant to Section 15(a).

(iii) Notwithstanding Section 3(e)(i), (A) Naming Rights Partner shall not have the right to change the name of the Stadium Complex during the NFL season (including from the first pre-season game of the season through and including the Super Bowl) or within the ninety (90) day period preceding any scheduled Olympic Games event or FIFA World Cup match at the Stadium, and (B) on and after the date that is twenty-four (24) months before the Expiration Date, Naming Rights Partner may not change the name of the Stadium Complex for any reason, without the prior written consent of StadCo.

(iv) Upon any such change in the Stadium Name, StadCo shall (A) [***]; (B) [***]; (C) [***]; provided that StadCo will not be in breach of this Agreement if [***];

(D) [***]; and (E) [***], and in connection therewith, StadCo acknowledges that Naming Rights Partner [***] and [***], as described in such clauses (B) through (E) is of extreme importance to Naming Rights Partner, and consequently, StadCo will [***]. For the purposes of this Section 3(e)(iv) StadCo shall be deemed to have used “commercially reasonable efforts” if it delivers an initial written notice promptly following public announcement of the name change with an additional written notice to the same parties within ninety (90) days following the initial notice.

(v) If there is any change to the Stadium Name for any reason, including as the result of a Permitted Name Change, Naming Rights Partner shall bear all associated costs and expenses in connection with such change, including attorneys’ fees, other professionals’ fees, and all other costs and expenses relating to signage, promotion, branding, advertising, and marketing (and everywhere else the Stadium Marks, Stadium Name or Stadium Logos appears) and obtaining required consents and approvals associated with such change, including to replace, modify, reprogram, reproduce, or otherwise change or decommission signage; banners; building elements; wall and floor coverings; printed, electronic, and video materials; publications; video graphics and materials; staff and concessionaire uniforms; supplies; and all other materials and Assets regardless of format that need to be changed to effect the renaming and rebranding of the Stadium Complex with the new Stadium Name. Without limiting the generality of the foregoing, Naming Rights Partner shall bear all costs and expenses associated with (a) creating and developing the new Stadium Name, Stadium Logos, and Stadium Marks; (b) producing and installing the new Stadium Name, Stadium Logos, and Stadium Marks on all elements of the Stadium Complex that bear the Stadium Name, Stadium Logos, and/or the Stadium Marks; (c) reprinting current publications and other written materials bearing the Stadium Name, Stadium Logos, and/or the Stadium Marks to include the new Stadium Name, Stadium Logos, and/or the Stadium Marks; and (d) creating and producing signage, print, and other advertising copy to replace the former Stadium Name, Stadium Logos, and/or the Stadium Marks. The Parties shall cooperate in good faith with respect to the transition from the existing Stadium Name, Stadium Logos, and/or the Stadium Marks to the new Stadium Name, Stadium Logos, and/or the Stadium Marks, including notifying StadCo’s and both Teams’ advertisers, licensees, sponsors, and media partners of the change and minimizing the disruption to the operation of the Stadium Complex during Stadium Complex events. For avoidance of doubt, the Parties acknowledge and agree that StadCo shall use commercially reasonable efforts to cause governmental authorities or agencies to update signs to the new Stadium Name references on any highway or roadway in the vicinity of the Stadium Complex and update signs with any other continued use of the prior Stadium Name or Stadium Logos.

(vi) In the event that Naming Rights Partner changes the Stadium Name during the Term, then Naming Rights Partner agrees to pay StadCo, in addition to the payments otherwise due under Section 5, an additional fee in an amount equal to [***] ([***]) (the “Stadium Name Change Fee”); provided, however, that no Stadium Name Change Fee shall be due [***]. Naming Rights Partner’s payment of the Stadium Name Change Fee shall not in any way limit any condition, requirement, or limitation with respect to change of the Stadium Name set forth in this Section 3(e), including without limitation clauses (A) through (J) of Section 3(e)(i), and Naming Rights Partner’s obligation to bear all costs and expenses in connection with the change of the Stadium Name as set forth in Section 3(e)(iv).

(f) Unavailable Assets. The Parties hereby acknowledge and agree that certain Assets may become unavailable during the Term. If any individual Asset becomes unavailable, StadCo shall promptly notify Naming Rights Partner in writing, and Naming Rights Partner and StadCo shall consult regarding Substitute Assets therefor for a period of up to thirty (30) days, except that (i) no Substitute Assets will be provided in connection with Sections 4(c) or 4(d), (ii) if an Asset becomes unavailable due to a Force Majeure Event, the provisions of Section 8(a) or Section 9, as applicable, shall instead apply, (iii) if an Asset becomes unavailable as the result of a Casualty Event, the provisions of Section 8(d) or Section 9, as applicable, shall instead apply, (iv) if an Asset becomes unavailable as the result of any amendment, modification, supplement, or other change in any NFL Rules, the provision of Section 8(e) shall instead apply, and (v) if an Asset becomes unavailable due to a Work Stoppage, the provisions of Section 9 shall instead apply. If, [***].

(g) No Pass-Throughs. All rights granted to Naming Rights Partner pursuant to this Agreement are only granted to Naming Rights Partner with respect to Naming Rights Partner’s products and services within the Exclusive Category, and Naming Rights Partner may not assign or “pass through” to any of its partners or Affiliates, or any other third party, including Naming Rights Partner’s distributors or customers, any of the rights or Assets granted to Naming Rights Partner pursuant to this Agreement without the prior written consent of StadCo, which shall not be unreasonably withheld. Notwithstanding the prior sentence, StadCo agrees that nothing in this Section 3(g) shall prevent or impair Naming Rights Partner from (i) [***], or (ii) [***], except as otherwise may be required pursuant to [***].

(h) Rights Reserved. Except for the rights, benefits, and privileges expressly granted to Naming Rights Partner under this Agreement, all other rights, benefits, and privileges relating to the Stadium Complex, the Teams, and StadCo are expressly reserved by StadCo. Any rights, benefits, and privileges not expressly granted exclusively to Naming Rights Partner under this Agreement may be sold or licensed to other Persons.

(i) [***].

(j) Annual Review Meeting. Commencing with the Initial Contract Year and continuing throughout the Term, within [***] after the completion of each Contract Year, the Parties shall meet in person at a location mutually agreed upon by the Parties to discuss and review the following:

(i) [***]; and

(ii) if requested by Naming Rights Partner [***], any advertising, sponsorship, or promotional benefits or opportunities with respect to the Stadium Complex or Teams that are expected to become available during the upcoming Contract Year that are of a nature that can be provided to Naming Rights Partner and, if Naming Rights Partner expresses interest in such advertising, sponsorship, or promotional opportunities, the Parties shall enter into good faith discussions regarding Naming Rights Partner’s acquisition of such advertising, sponsorship, or promotional benefits for additional consideration or as a substitute for other benefits or Assets to be provided hereunder; provided that nothing herein shall restrict or limit StadCo or the Teams

from offering such advertising, sponsorship, or promotional benefits to other Persons subject to the terms of this Agreement or at other times during a Contract Year.

4. Category Protection and Certain Other Rights.

(a) Category Protection. Subject to the exclusions, exceptions, limitations and restrictions set forth in Sections 4(c) and 4(d), StadCo shall not (i) promote, and shall not grant to any third party any license to use, the Stadium Marks or Stadium Designations during the Term, or the Team Marks or Team Designations during the period commencing on the first day of the Initial Contract Year and continuing throughout the Term to advertise or promote, any product or service within the Exclusive Category other than Naming Rights Partner’s products or services in the Exclusive Category, or (ii) [***]. Naming Rights Partner shall not use the Stadium Name, Stadium Logos, any Stadium Mark, any Team Mark, or any Designation for any purpose other than to (A) advertise or promote its products and services within the Exclusive Category, (B) advertise or promote its sponsorship of the Stadium Complex or the Teams, or (C) to enjoy those rights and benefits provided herein in each case subject to the terms of this Agreement (including the restrictions set forth in Section 4(c), and StadCo’s approval rights in Sections 3(c) and 10(m)).

(b) Exclusive Category. The term “Exclusive Category” means the business of banking [***], lending [***], debit and credit cards [***] taking consumer deposits, and financial services [***]. Periodically during the Term, the Parties shall discuss in good faith the potential inclusion in, or exclusion from, the Exclusive Category of [***]and other new products or services that may properly be included in, or excluded from, the Exclusive Category.

(i) Naming Rights Partner’s category protection rights pursuant to Section 4(a) are non-exclusive with respect to [***], and StadCo and each Team and their respective Affiliates are permitted to promote, and to grant to any third party any license to use the Stadium Name, Stadium Logos, Stadium Marks or Team Marks to advertise or promote, [***], provided, however, that StadCo acknowledges and agrees that any promotion by a sponsor in this category must, [***]. For the avoidance of doubt, the promotion of a sponsor’s corporate name or trade name that contains words or phrases such as [***] that clearly identify the sponsor as a provider of [***] will not be considered [***].

(ii) Naming Rights Partner’s category protection rights pursuant to Section 4(a) shall not prohibit or otherwise restrict StadCo or the Teams or any of their respective Affiliates from entering into a sponsorship arrangement pursuant to which the Stadium Name, Stadium Logos, Stadium Marks or the Team Marks are used to promote or advertise the products or services of (A) [***], with the understanding that no other [***], and provided that, during the first [***] calendar years following the Effective Date only, prior to entering into a sponsorship agreement with [***], StadCo shall [***], or (B) [***], so long as in the case of both (A) and (B), any such sponsorship arrangement [***]. Without limiting the foregoing, Naming Rights Partner’s category protection rights pursuant to Section 4(a) will not prohibit (X) StadCo from [***], for so long as [***]; provided that [***], StadCo shall first give Naming Rights Partner written notice of [***], which written notice shall set forth [***],

provided that [***] (1) [***]; (2) [***]; (3) [***]; (4) [***], (5) [***]; (6) [***]; (7) [***]; and (8) [***], subject to the approval of StadCo [***], such approval not to be unreasonably withheld, conditioned or delayed, and [***], except for [***], which shall be permitted. If Naming Rights Partner agrees [***] within [***] days of its receipt of the written notice, then Naming Rights Partner shall [***]. If [***], then StadCo shall have no further obligations to Naming Rights Partner pursuant to this proviso with respect to [***]; nor (Y) StadCo, either Team, or their respective Affiliates, licensees, tenants, vendors, concessionaires or sponsors, from [***], including without limitation, by [***], or [***].

(iii) Naming Rights Partner’s rights to promote and advertise products and services in the Exclusive Category, are subject to the following restrictions:

(1) Any [***] may be promoted [***], only for as long as either Team or StadCo or any of their Affiliates does not have a sponsorship arrangement with [***] that is [***]; and

(2) In the event a [***] of a Team or StadCo or any of their Affiliates is [***], then Naming Rights Partner may [***], but must do so without using any Team Mark, any Stadium Mark, any Designation or the Stadium Name or the Stadium Logos; provided, however, that the Parties acknowledge and agree that if the limitation set forth in this Section 4(c)(iii)(2) applies to [***], it shall not apply to [***].

(iv) Naming Rights Partner’s category protection rights pursuant to Section 4(a) shall not prohibit or otherwise restrict either Team or any of its Affiliates from continuing an existing sponsorship arrangement, modifying, renewing, or extending such existing sponsorship arrangement, or entering into a new sponsorship arrangement with any (1) [***] or (2) [***]; provided that in no event will any arrangement described in this Section 4(c)(iv) allow either Team or any of its Affiliates to promote the products or services of any such [***] within the Stadium at any time without Naming Rights Partner’s prior approval.

(d) Exceptions to Category Protection and Other Rights.

(i) StadCo acknowledges and agrees that, notwithstanding any other provision of this Section 4(d) or elsewhere in this Agreement, and except in the case of No-Signage Events as described in Section 4(d)(iv) below, neither StadCo nor any other Person, except as may be required by Law, shall Obscure any of [***] provided for in this Agreement [***], unless [***]; provided, however, that [***] (A) [***]; (B) [***]; (C) [***]; and (D) [***].

(ii) Naming Rights Partner’s category protection rights pursuant to Section 4(a) and prominence rights pursuant to Section 4(e) will not apply to the following: (A) [***]; (B) [***]; (C) [***]; (D) [***]; (E) [***]; or (F) [***] (collectively, the “Limited Exclusivity Events”); provided, however, that with respect to Limited Exclusivity Events that [***], (1) Naming Rights Partner’s signage or advertising will not be Obscured unless [***], except for events described in Section 4(d)(ii)(B) for which StadCo will, [***] and (2) StadCo shall [***], except for events described in Section 4(d)(ii)(B) for which StadCo will [***]. Naming Rights Partner’s category protection rights pursuant to Section 4(a) and prominence

rights pursuant to Section 4(e) will also not apply to (I) [***] or (II) the displaying of the marks of [***].

(iii) Naming Rights Partner’s category protection under Section 4(a) does not extend to [***] and, therefore, such [***] may include advertising or promotion of the products or services of third parties within the Exclusive Category, provided that (A) such inclusion of advertising or promotion of products or services within the Exclusive Category must be [***] and may not be [***], and (B) nothing in this Section 4(d)(iii) shall limit StadCo’s obligation to [***].

(iv) Naming Rights Partner acknowledges and agrees that during [***] (each, a “No-Signage Event”), signage and advertising may be required to be Obscured, and any such actions and their effects will not be deemed a violation of Naming Rights Partner’s category protection rights pursuant to Section 4(a) or prominence rights pursuant to Section 4(e); provided, however, that with respect to such No-Signage Events, StadCo shall [***], (A) [***]; (B) [***]; (C) [***], and (D) [***], and in connection therewith, StadCo acknowledges [***] and that achieving the objectives described in clauses (A) through (D) above is of extreme importance to Naming Rights Partner, and consequently, StadCo will [***]. Naming Rights Partner agrees that it may not be entitled to certain Assets in or around the Stadium Complex for a commercially reasonable period before, during, and after a No-Signage Event, and that no Substitute Assets or other remedies shall be granted to or available to Naming Rights Partner in connection therewith.

(v) Subject to Naming Rights Partner’s approval rights set forth in Section 4(d)(i), Naming Rights Partner acknowledges and agrees that during [***] (each, a “Major Event”), [***] and [***], and any such actions and their effects will not be deemed a violation of Naming Rights Partner’s category protection rights pursuant to Section 4(a) or prominence rights pursuant to Section 4(e); provided, however, that with respect to such Major Events, (A) [***], (B) StadCo shall [***], (C) StadCo shall [***], and (D) StadCo shall [***], and in connection therewith, StadCo acknowledges that [***]and that achieving the objectives described in clauses (B) through (D) above is of extreme importance to Naming Rights Partner, and consequently, StadCo will [***].

(vi) Nothing in this Agreement shall prevent the NFL from licensing any Team Marks to any provider in the Exclusive Category for any reason. If any Assets conflict with, or are deemed by the NFL to conflict with, any exclusive advertising or sponsorship rights granted by any NFL Entity to one of its advertisers or sponsors, such Assets are subject to termination in whole or in part at any time upon written notice to Naming Rights Partner. If there is any failure to provide any Assets in accordance with this Section 4(d)(v), StadCo shall [***] and such failure to provide such Assets shall not be deemed a StadCo Default.

(vii) Notwithstanding anything to the contrary in this Agreement, Naming Rights Partner acknowledges and agrees that the NFL and its designees (including, without limitation, NFL sponsors) are not required to use the Stadium Name or the Stadium Logos in any promotional materials or broadcasts, or in any theme art or merchandise, in connection with NFL-controlled events held at the Stadium, and may incorporate images of the Stadium from

which signage that displays the Stadium Name or Stadium Logos has been removed or otherwise obscured (e.g., as part of an official Super Bowl logo).

(e) Prominence.

(i) StadCo will ensure that the quality of the signage included in the Naming Rights Assets and the aggregate level of prominence to be received by Naming Rights Partner with respect to the Naming Rights Assets, including exterior and interior signage, will be [***]; provided that Naming Rights Partner acknowledges and agrees that [***].

(ii) The Assets will result in Naming Rights Partner having the most prominent (1) [***], and (2) [***], in each case when compared with any other individual Stadium sponsor or advertiser, and with such prominence being viewed in the aggregate as opposed to on an Asset-by-Asset basis. In the event that Naming Rights Partner reasonably believes that the prominence requirements specified in this Section 4(e) have not been satisfied, Naming Rights Partner shall so notify StadCo, and the Parties agree to meet for a period of up to thirty (30) days to try to resolve the issue. If the Parties are unable to resolve the matter to Naming Rights Partner’s reasonable satisfaction, then the Parties agree to submit the matter to final, binding arbitration in accordance with Section 15.

(f) No Rights to Any Additional Teams. Naming Rights Partner acknowledges and agrees that the Assets granted under this Agreement do not include any rights, benefits, or privileges related to or in connection with any team (other than the Teams) that may, from time to time, play one or more of its home games in the Stadium. StadCo and any such additional team shall have the right to grant rights, benefits, and privileges related to such additional team to another sponsor within the Exclusive Category with respect to any such additional team’s home games played at the Stadium. Notwithstanding the foregoing, StadCo shall (i) [***]; (ii) [***], and (iii) [***], and StadCo will [***]. In the event that [***], such team may [***] so long as [***].

(g) Ambush Marketing. StadCo shall, to the extent within its reasonable control, use good faith efforts to take appropriate measures as are necessary to protect the rights granted to Naming Rights Partner under this Agreement from being violated in a way that is materially inconsistent with Naming Rights Partner’s category protection described in Section 4(a); provided, however, such measures shall not include any obligation of StadCo to expend funds other than nominal amounts unless (i) [***] or (ii) [***]. If there is a circumstance outside of the reasonable control of StadCo that violates Naming Rights Partner’s category protection rights pursuant to Section 4(a), the Parties shall meet and confer regarding a potential course of action.

5. Fees.

(a) Sponsorship Fees. Commencing with the Initial Contract Year and continuing throughout the Term, in exchange for the rights with respect to the Assets to be provided to Naming Rights Partner during each Contract Year, Naming Rights Partner shall pay to StadCo the fees set forth in Section 5(b) (the “Sponsorship Fees”).

(b) Payment Schedule for Sponsorship Fees.

(i) The Sponsorship Fees due for each Contract Year shall be payable in four (4) equal installments on April 1, July 1, October 1, and January 1 of such Contract Year as set forth below; provided, however, that Naming Rights Partner’s obligation to pay the first installment or any subsequent installment of the Sponsorship Fees shall be deferred until the Stadium Opening Date occurs, and to the extent that the Stadium Opening Date occurs after the date upon which any installment of the Sponsorship Fees would have otherwise been due, then such installments shall be due and payable to StadCo on the Stadium Opening Date (e.g., if the Stadium Opening Date occurs on July 1, 2020, the April 1, 2020 installment and the July 1, 2020 installment will be due on July 1, 2020).


Contract Year	Payments Due				Total Sponsorship Fees
	April 1	July 1	October 1	January 1
Initial Contract Year	$5,575,000	$5,575,000	$5,575,000	$5,575,000	$22,300,000
2	$6,200,000	$6,200,000	$6,200,000	$6,200,000	$24,800,000
3	$6,225,625	$6,225,625	$6,225,625	$6,225,625	$24,902,500
4	$6,252,301	$6,252,301	$6,252,301	$6,252,301	$25,009,203
5	$6,280,070	$6,280,070	$6,280,070	$6,280,070	$25,120,280
6	$6,875,000	$6,875,000	$6,875,000	$6,875,000	$27,500,000
7	$6,875,000	$6,875,000	$6,875,000	$6,875,000	$27,500,000
8	$6,875,000	$6,875,000	$6,875,000	$6,875,000	$27,500,000
9	$6,875,000	$6,875,000	$6,875,000	$6,875,000	$27,500,000
10	$6,875,000	$6,875,000	$6,875,000	$6,875,000	$27,500,000
11	$6,875,000	$6,875,000	$6,875,000	$6,875,000	$27,500,000
12	$6,875,000	$6,875,000	$6,875,000	$6,875,000	$27,500,000
13	$6,875,000	$6,875,000	$6,875,000	$6,875,000	$27,500,000
14	$6,875,000	$6,875,000	$6,875,000	$6,875,000	$27,500,000
15	$6,875,000	$6,875,000	$6,875,000	$6,875,000	$27,500,000
16	$6,875,000	$6,875,000	$6,875,000	$6,875,000	$27,500,000
17	$6,875,000	$6,875,000	$6,875,000	$6,875,000	$27,500,000
18	$6,875,000	$6,875,000	$6,875,000	$6,875,000	$27,500,000


Contract Year	Payments Due				Total Sponsorship Fees
19	$6,875,000	$6,875,000	$6,875,000	$6,875,000	$27,500,000
20	$6,875,000	$6,875,000	$6,875,000	$6,875,000	$27,500,000
TOTAL					$534,631,982

(c) Playoff Fees. In addition to the Sponsorship Fees described in Section 5(a), if either or both of the Teams participate in the NFL playoffs, Naming Rights Partner shall, to the extent applicable to a home NFL playoff game, be entitled to continue to receive the Assets for each such playoff game except to the extent such Assets are prohibited or otherwise restricted or not made available by the NFL and, in connection therewith, Naming Rights Partner shall pay to StadCo a fee for each Asset [***] (collectively, the “Playoff Fees” and, together with the Sponsorship Fees, the “Fees”). StadCo represents and warrants to Naming Rights Partner that [***]. The Playoff Fees due for each Contract Year shall be payable thirty (30) days from receipt of an invoice after the last playoff game is played in such Contract Year.

(d) Taxes; Fees and Commissions; Wire Transfer.

(i) The Fees and other amounts payable to StadCo under this Agreement are exclusive of (i) agency fees and commissions payable by Naming Rights Partner, provided that nothing in this paragraph shall require Naming Rights Partner to pay agency fees or commissions to a representative or consultant for StadCo, and (ii) applicable sales and use taxes and similar charges (other than those assessed against StadCo’s net income) lawfully assessed or charged on the transactions under this Agreement, including the sale of the Assets and the other goods and services provided under this Agreement. Naming Rights Partner shall be liable for all such agency fees and commissions and all applicable federal, state, or local taxes or charges, if any, levied, assessed, or otherwise due with respect to the payments made by Naming Rights Partner hereunder, other than taxes or charges based solely on StadCo’s net income.

(ii) Unless otherwise directed by StadCo from time to time during the Term, Naming Rights Partner shall make all Fees payments due hereunder to StadCo by wire transfer of immediately available funds in accordance with instructions provided by StadCo.

(e) Interest on Late Payments. If any payment of Fees is not received on or before the date that is five (5) days after the applicable payment due date, StadCo may elect to charge Naming Rights Partner a late fee of one and one half percent (1.5%) per month (or, if lower, the maximum rate allowed by Law) from the applicable payment due date until such amount is paid in full (including any such accrued and unpaid interest). Naming Rights Partner acknowledges and agrees that any such election by StadCo does not waive any other remedy available to StadCo under this Agreement or otherwise at law or in equity.

(f) Costs and Expenses.

(i) Costs for [***] and [***]. StadCo shall be responsible for all costs and expenses related to [***]: (i) [***], provided that Naming Rights Partner shall be responsible for

[***], and (ii) [***], except, in all cases, all costs and expenses related to a change of the Stadium Name shall be the responsibility of Naming Rights Partner as provided in Section 3(e)(iv) and all costs and expenses related to a change of the Stadium Logos will be borne by the applicable Party as provided in Sections 3(c)(ii) and 3(c)(iii).

(ii) [***].

(1) [***], in lieu of being responsible for [***] pay to [***], as calculated pursuant to paragraph (3) of this Section 5(f)(ii), toward all [***], whether [***] or [***], related to the [***] (other than any costs and expenses related to a change of the Stadium Name which shall be the responsibility of Naming Rights Partner as provided in Section 3(e)(iv) and all costs and expenses related to a change of the Stadium Logos will be borne by the applicable Party as provided in Sections 3(c)(ii) and 3(c)(iii)), that were [***], including [***], and such other items mutually agreed upon by the Parties (collectively, the “[***]”).

(2) [***] shall submit to [***] each month commencing on the Effective Date an invoice for [***] incurred by [***] are incurred by [***]), with reasonable backup documentation therefor. [***] pay [***] the amount due under such invoice within thirty (30) days after receipt. [***] shall submit [***] copies of invoices with reasonable backup documentation therefor for costs incurred and paid by [***] during each Contract Year to be included in [***] with respect to such Contract Year (the invoices submitted by [***] to [***] and the invoices submitted by [***] to [***] pursuant to this paragraph (2), collectively, the “[***]”).

(3) As reimbursement of [***] Invoices paid by [***] with respect to each Contract Year, [***] shall pay to [***], within thirty (30) days following the end of such Contract Year, an amount (the “[***]”) equal to the lesser of (i) [***] or (ii) the unreimbursed balance, if any, of the aggregate Annual [***] paid by [***] during such Contract Year pursuant to this Agreement [***], whether such [***] were reimbursed under this Agreement [***] (the intent of the Parties being that any [***] shall only be reimbursed once).

(iii) Responsibility for All Other Costs and Expenses. Except as otherwise specifically set forth in this Agreement, including Section 5(f)(i) with respect to [***], and Section 5(f)(ii)(3) with respect to the [***], Naming Rights Partner shall be solely responsible for all other costs and expenses incurred with respect to [***], all other costs [***] and Naming Rights Partner signage, including all costs and expenses incurred and required deposits (1) to conceive, create, produce, fabricate, deliver, and install Naming Rights Partner signage, advertising, and other promotional materials included in the Assets to be installed, used, or displayed in the Stadium Complex; (2) to build out any permanent or temporary activation space in the Stadium Complex included in the Assets, including to conceive, create, produce, fabricate, deliver, and install fixtures, furnishings, and equipment therein; (3) in connection with all modifications, alterations, and improvements to, and all replacements of, all Assets described in the immediately preceding clauses (1) and (2), including all [***]; and (4) in connection with the activation and decommissioning of the Assets (collectively, the “Asset Costs”); provided that StadCo shall be solely responsible for all costs and expenses of [***]. StadCo agrees to [***], including [***], if necessary. Naming Rights Partner may request, at any time and in good faith, that StadCo reasonably take action with regard to [***] and/or [***]. Naming Rights Partner shall

reimburse StadCo, within thirty (30) days following receipt of an invoice from StadCo or its designee with reasonable backup documentation therefor, for all Asset Costs incurred by StadCo or its designee.

6. Default and Remedies.

(a) Default by Naming Rights Partner. The occurrence of one (1) or more of the following events shall constitute a default by Naming Rights Partner (each, a “Naming Rights Partner Default”):

(i) Naming Rights Partner’s failure to pay an installment of the Fees when due and the continuation of such failure for five (5) business days after delivery of written notice by StadCo to Naming Rights Partner specifying such failure.

(ii) Naming Rights Partner’s failure to pay any other amounts when due to StadCo under this Agreement and the continuation of such failure for thirty (30) days after delivery of written notice by StadCo to Naming Rights Partner specifying such failure.

(iii) Naming Rights Partner’s failure to perform or comply with any other material term or condition of this Agreement, or a material breach of any representation or warranty made by Naming Rights Partner in this Agreement, and the continuation of such failure or breach for a period of ninety (90) days after delivery of written notice by StadCo to Naming Rights Partner specifying such failure or breach; provided that, if Naming Rights Partner has taken commercially reasonable steps to cure such failure or breach within such ninety (90) day period, but the failure is of a type or character that is not reasonably susceptible of cure within such ninety (90) day period and would otherwise be capable of cure by Naming Rights Partner using commercially reasonable efforts, then Naming Rights Partner shall have such additional time as may be necessary in order to effect such cure.

(iv) Naming Rights Partner (A) files a petition in bankruptcy; (B) is adjudicated bankrupt; (C) has a petition in bankruptcy filed against it that is not dismissed within sixty (60) days after filing; (D) becomes insolvent or is unable, or admits in writing its inability, to pay its debts generally as they become due; (E) makes a general assignment for the benefit of its creditors; or (F) has a receiver, custodian, or similar official appointed with respect to all or substantially all of its assets.

(b) Rights and Remedies of StadCo. Upon the occurrence and during the continuance of a Naming Rights Partner Default, StadCo, in its sole discretion, shall have the right to do any one (1) or more of the following: (i) enforce any rights provided for in this Agreement; (ii) recover all damages and other sums available at law or in equity; (iii) exercise any other right or remedy available at law or in equity, including seeking an injunction or order of specific performance; and (iv) terminate this Agreement by written notice to Naming Rights Partner. The remedies set forth herein are in addition to StadCo’s rights and remedies at law and in equity.

(c) Default by StadCo. The occurrence of one or more of the following events shall constitute a default by StadCo (each, a “StadCo Default”):

(i) StadCo’s failure to perform or comply with any material term or condition of this Agreement, or a material breach of any representation or warranty made by StadCo in this Agreement, and the continuation of such failure or breach for a period of ninety (90) days after delivery of written notice by Naming Rights Partner to StadCo specifying such failure or breach, except in the case of StadCo’s failure to pay to Naming Rights Partner the [***], in which case the breach must be remedied within five (5) business days after delivery of written notice specifying such failure to pay the [***]; provided that, if StadCo has taken commercially reasonable steps to cure such failure or breach within such ninety (90) day period, but the failure is of a type or character that is not reasonably susceptible of cure within such ninety (90) day period and would otherwise be capable of cure by StadCo using commercially reasonable efforts, then StadCo shall have such additional time as may be necessary in order to effect such cure.

(ii) StadCo (A) files a petition in bankruptcy; (B) is adjudicated bankrupt; (C) has a petition in bankruptcy filed against it that is not dismissed within sixty (60) days after filing; (D) becomes insolvent or is unable, or admits in writing its inability, to pay its debts generally as they become due; (E) makes a general assignment for the benefit of its creditors; or (F) has a receiver, custodian, or similar official appointed with respect to all or substantially all of its assets.

(d) Rights and Remedies of Naming Rights Partner. Upon the occurrence and during the continuance of a StadCo Default, Naming Rights Partner, in its sole discretion, shall have the right to do any one (1) or more of the following: (i) enforce any rights provided for in this Agreement; (ii) recover all damages and other sums available at law or in equity; (iii) exercise any other right or remedy available at law or in equity, including seeking an injunction or order of specific performance; and (iv) terminate this Agreement by written notice to StadCo. If Naming Rights Partner terminates this Agreement in accordance with clause (iv) of this Section 6(d), the Sponsorship Fees shall be [***] and StadCo shall [***] within thirty (30) days after the effective date of such termination. The remedies set forth herein are in addition to Naming Rights Partner’s rights and remedies at law and in equity.

(e) Special Termination Rights. If at any time [***] may provide [***] written notice thereof [***]. [***] shall then, within thirty (30) days of receipt of such written notice from [***], provide [***] with [***] and shall [***]. If [***], then [***] may [***] terminate this Agreement by providing written notice thereof to [***]. In the event of such termination, the Sponsorship Fees shall [***] and StadCo shall [***] within thirty (30) days after the effective date of such termination.

(f) Effect of Termination. Upon termination of this Agreement in accordance with the terms of this Agreement for any reason, all rights, benefits, and privileges granted to Naming Rights Partner under this Agreement shall automatically revert to StadCo, and Naming Rights Partner shall pay to StadCo any amounts then due and owing through the date of termination, and StadCo shall refund to Naming Rights Partner any amounts which have been overpaid by Naming Rights Partner.

7. Late Completion or Failure to Complete. StadCo presently anticipates that the Stadium Opening Date shall occur on or prior to [***]. Nevertheless, Naming Rights Partner

acknowledges that construction of the Stadium is not guaranteed and it may not be completed by [***]. Notwithstanding anything to the contrary in this Agreement:

(a) If the Stadium Opening Date has not occurred on or before [***] shall have the right to terminate this Agreement by delivering written notice of such termination to [***].

(b) Naming Rights Partner shall not be entitled to any remedy or relief, whether by way of damages, credit, rebate, off-set, deferral, reduction, or abatement of any amounts payable under this Agreement, including the Sponsorship Fees, or to any relief from its obligations under this Agreement, by reason of the Stadium Opening Date not occurring by [***].

8. Force Majeure; Eminent Domain; Casualty; Changes to NFL Rules.

(a) Effect of Force Majeure. If a Party is unable to perform any of its obligations under this Agreement (other than a payment obligation) due to a Force Majeure Event (other than a taking by eminent domain or condemnation, which is governed by Sections 8(b) and 8(c), a Casualty Event, which is governed by Section 8(d), or a Work Stoppage, which is governed by Section 9), upon written notice to the other Party, such non-performing Party’s obligations shall be abated for the duration of the Force Majeure Event. Notwithstanding the foregoing, if a Force Majeure Event (other than a Force Majeure Event that results in previously scheduled regular season NFL home games of a Team not being played at the Stadium, which is governed by Section 9) results in (i) [***], or (ii) [***], then StadCo and Naming Rights Partner shall [***]. If, following such consultation, the Parties [***], then [***]. Naming Rights Partner shall continue to pay the Sponsorship Fees for the duration of the Force Majeure Event.

(b) Total Condemnation of Stadium. If the Stadium, substantially all of the Stadium, or the right of StadCo to occupy or possess all or substantially all of the Stadium shall be taken by eminent domain or condemnation by any governmental authority for any public or private use or purpose, the Term shall terminate upon the earlier of (i) the date when the possession of the portion of the Stadium or right so taken shall be required for such use or purpose or (ii) the effective date of the taking. In such event, the Sponsorship Fees paid or due shall be apportioned as of the date of such taking or condemnation and StadCo shall [***] within thirty (30) days after the effective date of the taking or condemnation.

(c) Partial Condemnation of Stadium. If less than all or substantially all of the Stadium shall be taken or condemned by any governmental authority for any public or private use or purpose, and StadCo determines, in its sole discretion, within a commercially reasonable period of time after such taking or condemnation, that the remaining portion of the Stadium cannot economically and feasibly be used to host Stadium events, including by the Teams for playing NFL football games, then this Agreement may be terminated by [***] by providing written notice to [***]. In such event, the Sponsorship Fees paid or due for the period during which the taking occurs shall be apportioned as of the date of such taking or condemnation and StadCo shall [***].

(d) Casualty.

(i) If, at any time during the Term, the Stadium is damaged in a manner that will render it unusable for public events (including for NFL games of either Team) for more than

[***] as a result of any event, cause, or occurrence (any such event, cause, or occurrence, and including a substantial destruction of the Stadium, a “Casualty Event”), regardless of whether such Casualty Event constitutes a Force Majeure Event, then Naming Rights Partner shall continue to pay the Sponsorship Fees, and StadCo shall give Naming Rights Partner a written notice within [***] after the end of the Casualty Event stating whether StadCo will rebuild or restore the Stadium such that it will be usable for public events (including for NFL games of the Teams).

(ii) If the notice states StadCo will not rebuild or restore the Stadium, then this Agreement shall automatically terminate. In the event of such termination, then, subject to Section 8(d)(iv), the Sponsorship Fees paid or due for the Contract Year during which termination occurs shall be apportioned as of the date of such termination [***].

(iii) If the notice states that StadCo will rebuild or restore the Stadium, then Naming Rights Partner shall not have the right to terminate this Agreement as a result of the Casualty Event, except as set forth in Section 9(a)(ii).

(iv) If a Casualty Event (other than a Casualty Event that results in previously scheduled regular season NFL home games of a Team not being played at the Stadium, which is governed by Section 9) [***], then StadCo and Naming Rights Partner shall [***]. If, [***], then [***]. [***]. Notwithstanding the foregoing, in the event that this Agreement is terminated by Naming Rights Partner in accordance with Section 8(d)(ii), [***].

(e) Changes in NFL Rules. If any amendment, modification, supplement, or other change in any NFL Rules at any time during the Term [***], then StadCo shall promptly notify Naming Rights Partner in writing and StadCo and Naming Rights Partner shall [***].

9. Lost Games from Force Majeure Events, Casualty Events, and Work Stoppage; [***].

(a) Remedies for Lost Games.

(i) If, in any NFL season, at least [***] and fewer than [***] previously scheduled regular season home NFL games of the Teams in the aggregate at the Stadium (excluding any such home NFL games designated by the NFL to be played at any stadium other than the Stadium) are not played as the result of a Force Majeure Event, Casualty Event, and/or a Work Stoppage, and such games are not rescheduled to be played in the Stadium during the same NFL season, then Naming Rights Partner shall continue to pay the Sponsorship Fees and StadCo shall [***].

(ii) If, in any NFL season, [***] or more previously scheduled regular season home NFL games of the Teams in the aggregate at the Stadium (excluding any such home NFL games designated by the NFL to be played at any stadium other than the Stadium) are not played as the result of a Force Majeure Event, Casualty Event, and/or a Work Stoppage and such games are not rescheduled to be played in the Stadium during the same NFL season, then Naming Rights Partner shall [***].

(iii) In addition to the foregoing, if more than [***] consecutive previously scheduled regular season home NFL games over consecutive seasons for each Team at the

Stadium (excluding any such home NFL games designated by the NFL to be played at any stadium other than the Stadium) are not played as the result of a Force Majeure Event, Casualty Event, and/or Work Stoppage, then Naming Rights Partner shall [***].

(b) [***]. If (i) [***], or (ii) [***], then Naming Rights Partner shall [***]. If [***], then Naming Rights Partner shall [***]. Naming Rights Partner agrees that [***], it will consider in good faith any proposals from StadCo to [***] or to [***] in response to the occurrence of the events described in clauses (i) or (ii) of this Section 9(b) for a period of no less than forty-five (45) days after Naming Rights Partner provides such notice to StadCo, and if Naming Rights Partner and StadCo are unable to come to agreement at the end of such forty-five (45) day period, then [***].

10. Intellectual Property.

(a) Ownership of Naming Rights Partner Marks. As between the Parties, Naming Rights Partner shall own all right, title, and interest with respect to the Naming Rights Partner Marks and the Stadium Marks and all intellectual property rights inherent therein and appurtenant thereto. Naming Rights Partner represents and warrants that, as of the Effective Date, the trademark “SOFI” is registered with the USPTO as set forth on Schedule 4, and that Naming Rights Partner has the right to grant the licenses granted to StadCo under this Agreement.

(b) Registration and Protection of Stadium Marks. Naming Rights Partner shall file appropriate Intent to Use Applications for registration of the Stadium Marks with the USPTO at its sole expense. Upon mutual agreement between Naming Rights Partner and StadCo, Naming Rights Partner shall also file appropriate applications for registration of the Stadium Marks with the Trademark Offices of foreign jurisdictions at Naming Rights Partner’s sole expense. During the Term, Naming Rights Partner agrees (i) not to abandon, forfeit, or cancel any United States federal or foreign applications or registrations sought or obtained by Naming Rights Partner relating to the Stadium Marks without the prior written consent of StadCo; and (ii) it will take all appropriate steps to maintain, demonstrate usage, and renew such applications or registrations. StadCo agrees to cooperate with Naming Rights Partner to prosecute and maintain such applications and registrations, including by providing specimens of use and other documents that may be required and requested by Naming Rights Partner. If any Stadium Logos are reasonably deemed by Naming Rights Partner or StadCo to be a creative work capable of protection and registration with the United States Copyright Office, Naming Rights Partner will promptly file an appropriate copyright application for the Stadium Logos.

(c) Licenses to StadCo. Subject to the terms and conditions of this Agreement, Naming Rights Partner hereby grants to StadCo and its Affiliates the following licenses during the Term: (i) an exclusive royalty-free, irrevocable worldwide, fully paid-up license to use the Stadium Marks, and the Naming Rights Partner Marks as incorporated into the Stadium Marks, and (ii) a non-exclusive, royalty-free, irrevocable worldwide, fully paid-up, license to use the Naming Rights Partner Marks other than the Stadium Marks. The foregoing licenses are limited to use by StadCo and its Affiliates in connection with the operation, merchandising, marketing, and promotion of the Stadium Complex and Stadium Complex events, including with respect to any telecasts and broadcasts (whether by radio, television, Internet, or any other medium, live or

recorded, whether now existing or developed after the Effective Date) of Stadium Complex events, for any reproductions of the Stadium Complex likeness in such telecasts and broadcasts, and to allow StadCo to designate the Stadium Complex by the Stadium Name and to fulfill its obligations under this Agreement. The foregoing licenses include the right to sublicense the Stadium Marks to the following third parties: (A) the NFL Entities, (B) the Teams, (C) vendors and concessionaires of the Stadium Complex and/or Teams and promoters of Stadium Complex and/or Team events, who may, in turn, subcontract the manufacture of products, related supplies, novelties, souvenirs, and any other goods or items used, consumed, sold or given away in connection with their respective use and operation of the Stadium Complex, (D) sponsors, media partners and licensees of the Stadium Complex, Teams and/or NFL Entities for promotional, advertising, merchandising and other commercial purposes (e.g., “Official Pizza Provider of the [Stadium Name]”), and (E) the city of Inglewood, Los Angeles County, the State of California, or any political subdivision or tourism board of the foregoing, to promote the Stadium Complex, the Performance Venue, the District and tourism, or for other non-commercial uses. Any and all uses of the Stadium Marks, including uses by third parties as described in subsections (A) through (E) of this Section 10(c), must first be approved pursuant to the procedure set forth in Section 10(m), and any and all uses of the Naming Rights Partner Marks shall be subject to the prior written approval of Naming Rights Partner, which approval shall not be unreasonably withheld, conditioned, or delayed. Except as provided in the following sentence, the license rights granted pursuant to this Section 10(c) shall terminate upon the expiration or termination of this Agreement. Subject to the terms and conditions of this Agreement, Naming Rights Partner hereby grants to StadCo and its Affiliates, (I) during and after the Term, a non-exclusive, royalty-free, worldwide, fully paid-up, irrevocable license to (x) use the Stadium Marks and Naming Rights Partner Marks for archival and historical uses (e.g., providing historical information and commentary and for literary, photographic, video, digital, or other documentary works that discuss the Stadium Complex and its history), provided that such license shall not allow StadCo and its Affiliates to use the Stadium Marks and Naming Rights Partner Marks for any commercial purpose, and (y) sublicense the use of the Stadium Marks to the Organizing Committee for the Olympic Games, the International Olympic Committee, and the International Paralympic Committee as such organizations may require in connection with events held at the Stadium Complex, and (II) after the Term, a non-exclusive, royalty-free, worldwide, fully-paid up, irrevocable license to use the Stadium Marks and Naming Rights Partner Marks in connection with inventory run-out as set forth in Section 10(k).

(d) Merchandising. Subject to the terms and conditions of this Agreement, Naming Rights Partner hereby grants to StadCo the exclusive, royalty-free, worldwide, fully paid-up, irrevocable license to apply, or have applied, the Stadium Marks to articles of merchandise bearing the Stadium Marks.

(e) Licenses to Naming Rights Partner. Subject to the terms and conditions of this Agreement, StadCo hereby grants to Naming Rights Partner an exclusive (but only within the Exclusive Category), limited, non-transferable, royalty-free, irrevocable license to use the Team Marks and Stadium Marks to promote its sponsorship in advertising, marketing, and promotional endeavors subject to the terms of this Agreement. All Team Marks and related goodwill are and will remain the property of the applicable Team or its Affiliate. Any and all uses of the Stadium Marks must first be approved pursuant to the procedure set forth in Section 10(m), and any and all uses of the Team Marks, including in any advertising copy, by Naming Rights Partner shall

be subject to the prior written approval of StadCo, which approval shall not be unreasonably withheld, conditioned, or delayed, and any use thereof shall be strictly limited to the Territory. For the avoidance of doubt, and without limitation, distribution of promotional material incorporating Team Marks via the internet, including social media, is not currently permissible under NFL Rules and is therefore prohibited. Naming Rights Partner shall comply with written usage guidelines and quality control standards established with respect to the Stadium Marks and the Team Marks that are provided by StadCo during the Term.

(f) Uses of Marks. Each of StadCo and Naming Rights Partner shall not (w) use the Stadium Marks, the Naming Rights Partner Marks or the Team Marks in a negative manner; in any way that is contrary to public morals or has a deceptive or misleading effect; in a manner that compromises or reflects unfavorably upon the good name, goodwill, reputation, or image of the owner of such Marks or their respective owners, management, employees, players or coaches; in any manner that is inconsistent with NFL Rules or applicable Laws; in any manner that may result in the unauthorized use of any intellectual property of StadCo, Naming Rights Partner or either Team; or in any manner that tarnishes the image of StadCo, Naming Rights Partner or either Team or its/any of their Affiliates; (x) file or prosecute, or cause or permit any other Person to file or prosecute, a trademark or service mark application to register any Team Mark, Naming Rights Partner Mark or (except to the extent expressly permitted by this Agreement) any Stadium Mark, or any derivation or confusingly similar variation thereof; (y) attack any right, title, or interest in or to any Team Mark, Stadium Mark or Naming Rights Partner Mark in any jurisdiction or attack the validity of any such Marks; or (z) contest the fact that a Party’s rights under this Agreement are subject to the terms of this Agreement and cease upon the expiration or earlier termination of this Agreement. All Marks and related goodwill are and will remain the property of the applicable Party or its Affiliate.

(g) Limitations on Licenses; Quality Control. All uses by a licensee or its sublicensee of a licensor’s Marks shall conform to the procedure set forth in Section 10(m). Unless otherwise permitted under this Agreement, as between the Parties, all such uses shall inure to the benefit of such licensor. No licensee or sublicensee shall be entitled to use licensor’s Marks in combination with its own trademarks or service marks, or trademarks or service marks of a third party, except if there is an identifiable separation between them such that there are two (2) or more distinct trademarks or service marks rather than a new composite trademark or service mark and providing such use is otherwise in accordance with this Section 10. Each such licensee and sublicensee shall maintain the same high quality control standards for all goods and services that such licensor presently uses for its trademarks and service marks or, in the case of StadCo, which conforms to the same high quality control standards for the use of trademarks and service marks in StadCo’s industry. Such licensor or its designee shall have the right to reasonably inspect each use of its Marks, and each licensee and its sublicensee shall timely comply with any reasonable request by such licensor regarding proper use of its Marks. No licensee or its sublicensee shall use any licensor Mark in a way that invalidates, disparages, or dilutes such Mark or disparages licensor.

(h) Stadium Website. StadCo shall (i) register the www.sofistadium.com domain name (the “Stadium Domain Name”), (ii) assign the Stadium Domain Name to Naming Rights Partner (and Naming Rights Partner hereby agrees, upon assignment of the Stadium Domain Name, to grant StadCo during the Term an exclusive, royalty-free, worldwide, fully paid-up,

irrevocable license to the Stadium Domain Names for the purpose of promoting the Stadium Complex and events held at the Stadium Complex and for all of the purposes set forth with respect to the license and permitted sublicensing of the Stadium Name pursuant to Section 10(c)), and (iii) develop and maintain, at its sole cost and expense, the content for the website hosted on the Stadium Domain Name (the “Stadium Website”). Excluding the Stadium Domain Name, the Stadium Marks, and the Naming Rights Partner Marks incorporated in the Stadium Website, as between the Parties, StadCo shall own all right, title, and interest with respect to the Stadium Website and the content therein. Immediately upon any termination of this Agreement, the Parties will cooperate in good faith in the design and posting of a page that will re-direct visitors through hyperlinks to a website designated by StadCo, and StadCo will maintain the re-direct page at such Stadium Domain Name URL as the Parties may agree for a period of time to be reasonably determined by the Parties, not to exceed twelve (12) months (taking into account StadCo’s need to provide information for annually recurring events).

(i) Stadium Social Media and Mobile Application.

(i) StadCo will have the sole right to register Twitter, Facebook, Snapchat, Instagram and any other similar platform (and/or substitute and/or successor platform) accounts (the “Social Media Accounts”) in the name of the Stadium Complex, at its sole cost and expense. Upon the expiration of the Term, StadCo shall re-brand the Social Media Accounts and remove all Naming Rights Partner references from such Social Media Account handles and titles, provided, however, that the accounts and any content and data associated therewith shall remain the exclusive property of StadCo, except for, and subject to, Naming Rights Partner’s ownership of the Stadium Marks and Naming Rights Partner Marks.

(ii) StadCo shall have the sole right to develop a Stadium mobile application for Android and iOS and any other mobile platform (the “Mobile Application”). Upon the expiration or earlier termination of this Agreement, StadCo shall re-brand the Mobile Platform and remove all Naming Rights Partner references from such Mobile Platform provided, however, that the accounts and any content and data associated therewith shall remain the exclusive property of StadCo, except for, and subject to, Naming Rights Partner’s ownership of the Stadium Marks and Naming Rights Partner Marks. The Parties will work in good faith and in accordance with applicable Law regarding the continued license and use after the Term of any customer data by Naming Rights Partner to the extent such customer data is collected through the Mobile Application during the Term and licensed to Naming Rights Partner during the Term.

(j) Rights of NFL Entities. Naming Rights Partner acknowledges that the NFL Entities have certain rights to license the brand names, trademarks, trade names, service marks, copyrights, logos, symbols, emblems, designs, colors, identifications, and designations of the NFL and its member clubs and to grant sponsorship rights and benefits with respect to the NFL and its member clubs on a national and international basis, and that any exercise of such rights by any of the NFL Entities (or any other Person not under the control of StadCo) shall not be construed to be a StadCo Default, even if it involves the Team Marks or activity in the Territory.

(k) Inventory Run-Out. Following the expiration or termination of this Agreement for any reason, StadCo and its sublicensees shall have the right to market and sell or otherwise dispose of then-existing inventory containing the Naming Rights Partner Marks or the Stadium

Marks until the earlier of [***] from the expiration or termination of this Agreement or until all such inventory has been depleted. Except as contemplated in this Section 10(k) and the historical use contemplated in Section 10(c), no Party shall have any other right to use the Stadium Marks after the Term without the written consent of the other Party, which consent shall not be unreasonably withheld, conditioned, delayed, or denied.

(l) Notification of Infringement. Each Party shall notify the other Party of any infringement of the trademark rights or copyright in the Team Marks or Stadium Marks, as applicable. The Teams will have the sole right and discretion to take any action with respect to such infringement of the Team Marks. In the case of an infringement of the Stadium Marks, StadCo and Naming Rights Partner shall meet and confer and will agree on the course of action to protect the Stadium Marks. Naming Rights Partner shall have the first option, in its sole discretion, to take action with respect to such infringement of the Stadium Marks, and if Naming Rights Partner chooses not to take action, StadCo may, in its sole discretion, choose to do so. In any event, the other Party shall offer, and may be required to provide at the other Party’s reasonable request, all such assistance as may be necessary to protect such trademark rights or copyright of the Team Marks or Stadium Marks, including by joining in any proceedings; provided that each Party will be responsible for its own costs and expenses related to such enforcement or proceedings. Neither Party shall be entitled to make any statement or compromise in relation to any infringement without the other Party’s prior written consent where such statement or compromise would result in a breach of this Agreement. Notwithstanding the foregoing, each Party may resolve cases of infringement that would not otherwise result in a breach of this Agreement without the other Party’s consent. Each Party taking action with respect to such infringement shall be entitled to retain all damages and awards of costs paid or ordered in relation thereto. Each Party shall use reasonable efforts to police its trademarks for unauthorized uses of the trademarks by third parties and enforce and defend the trademarks from infringement through means that such Party may reasonably determine in its sole discretion, all at such Party’s sole expense.

(m) Approval of Use of Marks.

(i) As soon as reasonably practicable after the Effective Date, StadCo and Naming Rights Partner shall jointly develop, in good faith, a style guide that sets forth approved uses of the Stadium Marks (the “Style Guide”), provided, however, that unless the Parties otherwise agree in writing, such Style Guide will require references to the Stadium Name to conform to the requirements of Section 3(d)(ii) and the colors used with respect to the Stadium signage will conform to the Naming Rights Partner Signage Plan. Any use by any Party or its sublicensee of any Stadium Marks that complies with the Style Guide in all material respects and that does not otherwise require approval as set forth in this Agreement, and any use of the Stadium Marks by the Organizing Committee for the Olympic Games, the International Olympic Games, and the International Paralympic Committee as such organizations may require in connection with events held at the Stadium Complex, shall be deemed to have been approved by the other Party for all purposes of this Agreement, whether or not that other Party has specifically approved the particular use of such Stadium Marks.

(ii) Notwithstanding anything to the contrary in this Agreement, any materials containing Team Marks, Naming Rights Partner Marks, or Stadium Marks (including the use of

such Marks as part of the Designations) shall not be deemed authorized or approved until approved in writing the applicable Team or Party, except as otherwise provided in Section 10(m)(i). A Party requesting approval shall provide a written request for approval to the other Party, which request shall include specific description of the proposed uses. The Party whose approval has been requested shall respond to the request for approval within five (5) business days, and failure to respond by the applicable deadline shall be deemed an approval. Each Party agrees that, once a particular use has been approved, the other Party need not seek approval for the same material use of (A) [***] and (B) [***]. Each Party further agrees that the other Party will not approve the use of, and a Party shall not use or commercially exploit, any rights granted hereunder (1) in a negative manner; (2) in a way that is contrary to public morals or has a deceptive or misleading effect; (3) in a manner that compromises or reflects unfavorably upon the good name, goodwill, reputation, or image of a Party, or its respective directors, officers, employees, agents, players or coaches; (4) in any manner that is inconsistent with NFL Rules; or (5) in any manner that may result in the unauthorized use of any intellectual property of a Party. After materials have been specifically, unconditionally, and finally approved, the Party using the materials shall not materially depart therefrom or add any material element thereto in any respect (e.g., inserting or replacing any element) without again complying with the provisions of this Section 10(m).

(n) Players and Coaches. Naming Rights Partner acknowledges that this Agreement does not grant it any rights with respect to the name, likeness, signature, or other attributes of any player, coach, or other employee of either Team. Naming Rights Partner shall be responsible for securing whatever rights may be required for the use of such names, likenesses, signatures, or other attributes and may only do so, in all cases, including group photos, with the prior written consent of the applicable Team. Naming Rights Partner shall not exercise the rights granted in this Agreement in any manner that will imply Naming Rights Partner has obtained any such rights without separate written authorization from the applicable player, coach, or employee and Team; provided, however that if a Team provides prior written authorization to Naming Rights Partner for use of a Team group photograph, such use will not require separate written authorizations from individual players, coaches or employees of such Team, further provided that, in such event, neither Naming Rights Partner, nor its use of such Team group photograph, shall imply that any individual player, coach or employee has separately granted any such rights to Naming Rights Partner.

(o) No Contests without Approval. Unless otherwise approved by StadCo in writing, Naming Rights Partner has no right to run contests, sweepstakes, or promotions in connection with the Stadium Marks or Team Marks or for the award of invitations, tickets, or other benefits granted to Naming Rights Partner under this Agreement. If StadCo grants Naming Rights Partner the right to run a contest, sweepstakes, or promotion, then Naming Rights Partner shall (i) be solely responsible for all aspects of such contest, sweepstakes, or promotion, which shall in each case be subject to StadCo’s prior written approval; (ii) be the official sponsor of such contest, sweepstakes, or promotion; (iii) comply with all applicable Laws with respect to such contest, sweepstakes, or promotion (including drafting promotion rules, which shall be subject to StadCo’s prior written approval); and (iv) indemnify the StadCo Indemnified Parties from any failure to so comply with all applicable Laws with respect to such contest, sweepstakes, or promotion.

(p) Restrictions. Neither StadCo nor Naming Rights Partner shall, at any time, (i) contest or do or cause to be done any act or thing that, directly or indirectly, impairs or tends to impair or dilutes or tends to dilute any part of the right, title, and interest of the other Party in its Marks or (ii) in any manner represent that it has any ownership interest in the other Party’s Marks or the registrations therefor. Without limiting the generality of the foregoing, Naming Rights Partner shall not procure or claim any copyright, trademark, or other intellectual property right in any Team Marks.

(q) Compliance with Law. Each Party represents and warrants that all materials produced or services provided by that Party in connection with this Agreement shall comply, at that Party’s sole expense, with all Laws. A Party’s approval of any materials or services is conditioned upon the Party using the materials complying with all Laws.

11. Confidentiality. Commencing on the Effective Date and continuing for a period of five (5) years after the Expiration Date or the earlier termination of this Agreement, the Parties will keep confidential the specific terms and conditions of this Agreement; provided that disclosure may be made by either Party (a) as may be required by any court of competent jurisdiction, governmental agency (including as may be required to comply with the rules and regulations promulgated under the Securities Act of 1933 and the Securities and Exchange Act of 1934, in connection with a public offering of securities), or applicable Law (in such event, the disclosing Party shall (i) notify the other Party before disclosing any provision of this Agreement as soon as practicable in order to afford such other Party the opportunity to seek a protective order, and (ii) cooperate with the other Party in any such effort to seek a protective order or other available confidential treatment); (b) to its accountants, auditors, legal counsel, insurance advisors, underwriters, and consultants who agree to maintain all provisions of this Agreement in confidence; (c) to its lenders, potential lenders, investors, potential investors, purchasers, and potential purchasers who agree to maintain all provisions of this Agreement in confidence; (d) to its employees and the employees of its Affiliates who have a need to know and are informed of and bound by the obligation to maintain all provisions of this Agreement in confidence; (e) to enforce its rights under this Agreement; and (f) to the Teams and the NFL Entities.

12. Representations, Warranties, and Covenants.

(a) By StadCo. StadCo represents and warrants to Naming Rights Partner as of the Effective Date:

(i) StadCo is in good standing and is duly authorized to transact business in the State of California, with full power and authority to enter into and fully perform its obligations under this Agreement.

(ii) The execution and delivery of this Agreement by StadCo has been duly authorized, and no consent or approval of any other Person is required for (x) the execution and delivery of this Agreement by StadCo that has not been obtained as of the Effective Date or (y) the performance under this Agreement by StadCo that has not been obtained as of the Effective Date, except as otherwise set forth in this Agreement.

(iii) This Agreement constitutes the valid, binding, and enforceable obligation of StadCo, subject to principles of equity and creditors rights generally.

(iv) StadCo is an authorized licensee of the Team Marks, and, to StadCo’s knowledge, no use of any Team Mark as licensed under this Agreement infringes upon the intellectual property rights of any third party.

(v) The execution and delivery of this Agreement by StadCo, and StadCo’s performance of its obligations hereunder, do not violate or otherwise breach any provision of any indenture, mortgage, lease, or other material contract, or any applicable Law, to which StadCo is a party or by which StadCo or any of its assets are bound, in each case which violation or breach will have a material adverse effect on StadCo’s ability to perform its obligations hereunder.

(vi) StadCo has full authority and power to grant all of the rights and Assets contemplated in this Agreement to be granted by StadCo to Naming Rights Partner (including the Team Assets), and no other Person has any right, title, or interest that conflicts with StadCo’s rights to grant the rights and Assets contemplated by this Agreement to be granted to Naming Rights Partner (including the Team Assets).

(vii) StadCo has been granted from the Teams any and all required rights, licenses, and benefits to be provided to Naming Rights Partner hereunder, there is nothing that would prevent, hinder or impair the Teams or StadCo from granting such rights, licenses, and benefits, and StadCo has a contractual right to require each of the Teams to comply with the terms and conditions of this Agreement and to provide the Team Assets to Naming Rights Partner.

(viii) The Teams are members in good standing of the NFL.

(ix) [***].

(x) There is no litigation pending nor to the best of StadCo’s knowledge, is any litigation threatened against StadCo, a Team or any Affiliate with respect to any of the matters which are the subject of this Agreement or which are reasonably likely to impact on StadCo’s ability to perform hereunder.

(xi) StadCo has obtained as of the Effective Date, or will obtain when required any and all material governmental approvals, licenses, and permits (including all signage permits) necessary to perform its obligations under this Agreement.

(xii) StadCo shall, at all times during the Term and at no cost or expense to Naming Rights Partner other than as set forth in this Agreement, [***] (i) [***], (ii) [***], and (iii) [***].

(b) By Naming Rights Partner. Naming Rights Partner represents and warrants to StadCo as of the Effective Date:

(i) Naming Rights Partner is in good standing and duly authorized to transact business in the State of California, with full power and authority to enter into and fully perform its obligations under this Agreement.

(ii) The execution and delivery of this Agreement by Naming Rights Partner has been duly authorized, and no consent or approval of any other Person is required for the execution and delivery of, or performance under, this Agreement by Naming Rights Partner that has not been obtained as of the Effective Date.

(iii) This Agreement constitutes the valid, binding, and enforceable obligation of Naming Rights Partner, subject to principles of equity and creditors rights generally.

(iv) Naming Rights Partner is the sole owner or an authorized licensee of the Naming Rights Partner Marks and the Stadium Marks, and, to Naming Rights Partner’s knowledge, no use of a Naming Rights Partner Mark or a Stadium Mark as licensed under this Agreement infringes upon the intellectual property rights of any third party.

(v) The execution and delivery of this Agreement by Naming Rights Partner and Naming Rights Partner’s performance of its obligations hereunder do not violate or otherwise breach any provision of any indenture, mortgage, lease, or other material contract, or any applicable Law, to which Naming Rights Partner is a party or by which Naming Rights Partner or any of its assets are bound, in each case which violation or breach will have a material adverse effect on Naming Rights Partner’s ability to perform its obligations hereunder.

(vi) Naming Rights Partner has full authority and power to grant all of the rights contemplated by this Agreement to be granted by Naming Rights Partner to StadCo, and no other Person has any right, title, or interest that conflicts with such Naming Rights Partner’s rights to grant the rights contemplated by this Agreement to be granted to StadCo.

(vii) There is no litigation pending, nor to the best of Naming Rights Partner’s knowledge, is any litigation threatened against Naming Rights Partner or any Affiliate with respect to any of the matters which are the subject of this Agreement or which is reasonably likely to impact on Naming Rights Partner’s ability to perform hereunder.

13. Indemnification and Insurance.

(a) Indemnification by Naming Rights Partner. Naming Rights Partner shall defend, indemnify, and hold harmless StadCo, the Teams, the NFL, their respective Affiliates, and each of their respective officers, directors, employees, equity holders, agents, representatives, successors, and assigns (each, a “StadCo Indemnified Party” and, collectively, the “StadCo Indemnified Parties”) from and against any and all losses, including liabilities, costs, charges, judgments, claims, damages, penalties, fines, and expenses (including reasonable attorneys’ fees and expenses and costs of investigation and arbitration or litigation) (each, a “Loss”) to the extent incurred or suffered by any StadCo Indemnified Party relating to or arising out of or in connection with any of the following:

(i) any breach of, or any inaccuracy in, any representation or warranty made by Naming Rights Partner in this Agreement;

(ii) any breach of, or failure by, Naming Rights Partner to perform any covenant, obligation, or agreement of Naming Rights Partner set forth in this Agreement;

(iii) any activation or use of the Assets by Naming Rights Partner or any of its guests, invitees, patrons, or designees not in compliance with this Agreement;

(iv) any actual or alleged infringement or violation of any intellectual property right or other right of any third party resulting from or related to the use, adoption, or display of any Naming Rights Partner Mark incorporated into the Stadium Name, Stadium Logos or any other Stadium Mark, and any Naming Rights Partner Mark approved by Naming Rights Partner and used in accordance with this Agreement; or

(v) any unfair competition, false advertising, products liability, or other claim of any nature resulting from or related to the use, adoption, or display of any Stadium Mark or Team Mark (including as used in any Designation) in connection with the advertising, promotion, or sale of Naming Rights Partner’s products or services or the promotion of Naming Rights Partner.

Notwithstanding the foregoing, Naming Rights Partner shall not have any indemnification obligations to the extent any Loss arises directly from the negligence or willful misconduct of any StadCo Indemnified Party.

(b) Indemnification by StadCo. StadCo shall defend, indemnify, and hold harmless Naming Rights Partner and its Affiliates, and each of their respective officers, directors, employees, equity holders, agents, representatives, successors, and assigns (each, a “Naming Rights Partner Indemnified Party” and, collectively, “Naming Rights Partner Indemnified Parties”), from and against any and all Losses to the extent incurred or suffered by them relating to or arising out of or in connection with any of the following:

(i) any breach of, or any inaccuracy in, any representation or warranty made by StadCo in this Agreement;

(ii) any breach of, or failure by, StadCo to perform any covenant, obligation, or agreement of StadCo set forth in this Agreement;

(iii) any actual or alleged infringement or violation of any intellectual property right or other right of any third party resulting from or related to any use, adoption, or display of any Team Mark approved by StadCo and used in accordance with this Agreement; or

(iv) [***].

Notwithstanding the foregoing, StadCo shall not have any indemnification obligations to the extent any Loss arises directly from the negligence or willful misconduct of any Naming Rights Partner Indemnified Party.

(c) Indemnification Process. Any Person entitled to indemnification pursuant to this Section 13 (each, an “Indemnified Person”) shall promptly notify the Party required to provide indemnification pursuant to this Section 13 (the “Indemnifying Person”) (it being understood that

the failure to so notify shall not excuse any Indemnifying Person from its obligations under this Section 13, except to the extent that such failure increases the liability of the Indemnifying Person under this Section 13) and shall tender to the Indemnifying Person the defense thereof. If the Indemnifying Person promptly assumes the defense of a claim covered by this Section 13 (each, a “Claim”), no Indemnified Person may settle or compromise such Claim without the prior written approval of the Indemnifying Person. If the Indemnifying Person does not promptly assume the defense of such Claim, the Indemnified Person may settle or compromise such Claim on such terms as the Indemnified Person may reasonably deem appropriate, and the Indemnifying Person shall reimburse the Indemnified Person for the cost of such settlement, in addition to the Indemnifying Person’s other obligations under this Section 13. The Indemnifying Person shall, upon request by the Indemnified Person, allow the Indemnified Person, at its own expense, to participate in the defense of any such Claim. The Indemnifying Person’s duty to pay any Claim under this Section 13 shall, in each instance, be reduced by the amount the Indemnified Person recovers from any third party in connection therewith, including as a result of, at its discretion, exercising its rights as a third party beneficiary under another contract or pursuing and receiving insurance proceeds in connection with such Claim. The intent of this provision is that the Indemnified Person be made as whole as possible and not receive a windfall.

(d) Insurance.

(i) Naming Rights Partner shall, at its sole expense, obtain and keep in full force and effect during the Term, the following types and amounts of insurance with an insurance carrier or carriers rated A:X or better according to A.M. Best Company Rating Guide and duly registered with the Secretary of State of, and authorized to conduct business in, the State of California: (A) commercial general liability insurance on an occurrence basis form, which shall insure against bodily injury, personal injury, property damage, advertising liability, products/completed operations, severability of interest, and contractual liability with respect to Naming Rights Partner’s tort indemnification obligations under this Agreement, with minimum limits of [***] each occurrence and in the aggregate; (B) workers’ compensation insurance, including employer’s liability in the amount of [***] each accident/disease/policy limit, complying with the statutory requirements of the State of California; (C) auto liability insurance for any owned, hired and non-owned vehicles with minimum limits of [***] each accident; (D) property insurance covering any personal property of Naming Rights Partner at the Stadium Complex in an amount not less than the total replacement value thereof; (E) media liability or equivalent professional liability insurance, with a minimum limit of [***] each claim and in the aggregate to cover claims related to infringement of intellectual property rights (including trademark, copyright, trade name, slogan, etc.), as well as rights of publicity claims, written on a claims-made (not occurrence) form and also maintained throughout the applicable statute of limitations or repose (where and when applicable) following termination of this Agreement; and (F) [***] of umbrella liability coverage per occurrence no more restrictive than the underlying commercial general liability and automobile liability policies. All policies described in clauses (A), (C), (E), and (F) above shall name StadCo, the Teams, and each of their respective Affiliates and each of their respective equity holders, officers, directors, employees, and agents, but only within the scope of their agency as such (the “StadCo Additional Insureds”) as additional insureds thereunder. All insurance policies required hereunder shall: (1) include a waiver of subrogation rights in favor of the StadCo Additional Insureds; (2) be primary and non-contributory to all other coverage that the StadCo Additional Insureds may have or obtain;

(3) not require that the StadCo Additional Insureds pay or be liable for any premiums or deductibles with respect to such insurance; (4) not provide for any deductibles or self-insured retentions in excess of [***] unless disclosed to and waived by Naming Rights Partner, which waiver shall not unreasonably withheld; and (5) policy limits may be met through the use of primary and excess policies so long as the total amount of the policy limits provided is equal to or greater than the required amount. Any and all deductibles in the above described insurance policies shall be the exclusive responsibility of Naming Rights Partner. Promptly following the Effective Date, Naming Rights Partner shall furnish StadCo with (x) a certificate of insurance evidencing such insurance coverage and containing a provision that the policies evidenced thereby shall endeavor not to be canceled or modified without at least ten (10) days’ advance written notice in case of cancellation due to non-payment of premium or otherwise without at least thirty (30) days’ advance written notice to StadCo and (y) copies of all General Liability Additional Insured, waivers of subrogation (if endorsed), and Notice of Cancellation endorsements or coverage forms. Naming Rights Partner’s maintenance of the insurance policies required under this Section 13(d)(i) shall in no way be interpreted as relieving Naming Rights Partner of any of its obligations under this Agreement.

(ii) StadCo shall, at its sole expense, obtain and keep in full force and effect during the Term, the following types and amounts of insurance with an insurance carrier or carriers rated A:VII or better according to A.M. Best Company Rating Guide and duly registered with the Secretary of State of, and authorized to conduct business in, the State of California: (A) property insurance with respect to the Stadium Complex that insures against loss or damage of the kinds and in such amounts and coverages as are customarily carried on similarly situated stadiums in the United States; (B) commercial general liability insurance on an occurrence basis form, which shall insure against bodily injury, personal injury, property damage, advertising liability, products/completed operations, and contractual liability with respect to StadCo’s indemnification obligations under this Agreement, with minimum limits of [***] each occurrence and in the aggregate; (C) workers’ compensation insurance, including employer’s liability in the amount of [***] each accident/disease/policy limit, complying with the statutory requirements of the State of California; (D) auto liability insurance for any owned, hired, and non-owned vehicles with minimum limits of [***] each accident; and (E) [***] of umbrella liability coverage per occurrence no more restrictive than the underlying commercial general liability and automobile liability policies. All insurance policies required hereunder shall: (1) not provide for any deductibles in excess of [***]; and (2) may be met through the use of primary and excess policies so long as the total amount of the policy limits provided is equal to or greater than the required amount. Any and all deductibles in the above described insurance policies shall be the exclusive responsibility of StadCo.

14. Limitation of Damages. Notwithstanding anything to the contrary contained in this Agreement, in no event shall a Party be liable to any other Party for any consequential, special, indirect, incidental, punitive, exemplary, or similar damages (including damages for loss of use, business, or profit) that any other Party suffers in connection with this Agreement, regardless of whether such action is based in contract, tort, or any other legal theory and whether such Party has been advised of the possibility of such damages or if such damages could have been reasonably foreseen. The foregoing limitation of damages shall not apply to the Parties’ indemnity obligations with respect to third party claims pursuant to Section 13.

15. Arbitration.

(a) Disputes Subject to Arbitration. If there is any controversy, claim, or dispute (“Dispute”) related to or arising out of this Agreement, the Parties shall attempt in good faith to resolve such Dispute by informal negotiation, subject to the Parties’ rights and remedies under Sections 6(b) and 6(d), except to the extent that immediate temporary injunctive relief is necessary to prevent harm to the aggrieved Party. If good faith negotiations are unsuccessful, the Parties may, but shall not be obligated to, enter into mediation, which would be held in Los Angeles, California before a mediator mutually agreed upon by the Parties. If the Dispute remains unresolved, the Parties agree that exclusive jurisdiction for the Dispute shall be binding arbitration before one (1) arbitrator mutually agreed upon by the Parties. Either Party may commence binding arbitration. If the Parties cannot agree on the selection of an arbitrator, they shall each select one (1) arbitrator from the list of qualified JAMS arbitrators and those two (2) arbitrators shall select the person who shall serve as the arbitrator for such Dispute. The arbitrator selected in accordance with this provision must have documented experience in interpreting complex commercial agreements, and preferably would have experience in naming rights or sponsorship disputes. Arbitration shall be initiated and take place in Los Angeles, California and shall be administered by JAMS pursuant to its Arbitration Rules and Procedures in effect at the time of the initiation of the arbitration; provided that: (i) within thirty (30) days after selection of the arbitrator, each of StadCo and Naming Rights Partner shall submit a written position statement describing such Party’s requested relief to the arbitrator, with a copy to the other Party, which submissions shall be followed by a videoconference or in-person hearing at which each Party is asked questions, witnesses may be asked questions, and each Party is given the opportunity to make a presentation regarding its written position statement; and (ii) the arbitrator shall, within ten (10) days after such hearing, issue an award as determined by the arbitrator. The language to be used in any arbitration proceedings shall be English.

(b) Arbitration Award. The award or other remedy rendered by the arbitrator shall be final and non-appealable, shall identify a winning party, and judgment may be entered upon the award in accordance with applicable Law in any court having jurisdiction thereof.

(c) Injunctive Relief. Notwithstanding anything in this Agreement to the contrary, each Party acknowledges that the other Party will be irreparably harmed by a continuing breach of Section 10 and that, solely with respect to a breach of Section 10 (and no other provisions of this Agreement), each Party shall have the right to bring proceedings to enjoin such breach in any court of competent jurisdiction, subject to Sections 17(n) and 17(s), without commencing binding arbitration; provided that such right shall not diminish the right of the aggrieved Party to, alternatively, seek or obtain injunctive relief through the arbitration process set forth in this Section 15.

16. Appraisal.

(a) Appraisal Process for [***]. If the Parties are unable to agree, after thirty (30) days of good faith discussions (including at least one (1) discussion between executive officers of both Parties), upon [***], then, upon the written request of either Party to the other Party (an “Appraisal Request”), the Parties, as their exclusive remedy (except in the case of a StadCo Default or a Naming Rights Partner Default), shall jointly retain a mutually acceptable third

party with expertise in the valuation of sports media rights and sports naming rights partnership or promotional rights (an “Appraiser”) in accordance with Section 16(c) to determine [***], giving due regard to [***]. If the Appraiser determines that [***], giving due regard to [***], then [***] (and the applicable provisions of this Section 16(a) shall again apply, with the same Appraiser to be used, if possible, in the event the appraisal process is once again triggered with respect to such additional or different Substitute Assets).

(b) Appraisal Process for [***]. If the Parties are unable to agree, after thirty (30) days of good faith discussions (including at least one (1) discussion between executive officers of both Parties), upon [***], then, upon delivery of an Appraisal Request, the Parties, as their exclusive remedy (except in the case of a StadCo Default or a Naming Rights Partner Default), shall jointly retain an Appraiser in accordance with Section 16(c) to determine [***]. If the Appraiser determines that [***], [***] shall [***]. For the avoidance of doubt, in no event shall [***].

(c) Selection and Determination of Appraiser. The Parties shall agree on an Appraiser no later than ten (10) business days following receipt of an Appraisal Request under Section 16(a) or Section 16(b). If the Parties do not agree on an Appraiser within such ten (10) business day period, then each Party shall select an appraiser of its choice and the two (2) Party-appointed appraisers shall select a third person to serve as the Appraiser. Within thirty (30) days after the selection of the Appraiser, each of the Parties shall submit a written position statement to the Appraiser describing such Party’s position with respect to [***]. The Appraiser will be permitted to hold a hearing at which each Party is asked questions, witnesses may be asked questions, and each Party is given the opportunity to make a presentation regarding its written position statement. The Appraiser shall issue a written determination of the matter referred pursuant to Section 16(a) or 16(b), as applicable (which the Appraiser shall use his or her best efforts to issue within thirty (30) days after the Appraiser receives the Parties’ written position statements). Such determination shall be binding on the Parties (absent manifest error).

(d) Appraisal Costs. Each of StadCo and Naming Rights Partner shall be responsible for fifty percent (50%) of all fees of the Appraiser and all costs and expenses incurred by the Appraiser in connection with the appraisal under Section 16(a) or Section 16(b), as applicable. Each Party shall be responsible for all other costs and expenses incurred by such Party in connection with the appraisal under Section 16(a) or Section 16(b), as applicable, including such Party’s own legal, accounting, and expert fees.

(e) Disputes Regarding Appraisal. Notwithstanding anything in this Agreement to the contrary, if there is a Dispute between the Parties with respect to the meaning, interpretation, or applicability of this Section 16, or with respect to any determination made by an Appraiser pursuant to this Section 16, then such Dispute shall be resolved in accordance with Section 15.

17. Miscellaneous Provisions.

(a) Relationship of Parties. All Parties shall at all times be independent contractors with respect to each other, and this Agreement shall not constitute either Party as the principal, agent, partner, or legal representative of the other Party for any purpose whatsoever.

(b) Third Party Beneficiaries. This Agreement does not and is not intended to confer any rights upon any Person other than the Parties.

(c) Sponsorship Revenues. Sponsorship revenues received by StadCo that are excluded from the calculation of All Revenues pursuant to the NFL Collective Bargaining Agreement shall be dedicated to and used for Stadium Complex construction and renovation projects.

(d) Subject and Subordinate. This Agreement is subject and subordinate to (i) the rights of any bank, lending, or financing institution or any other lender in connection with any Financing, including the rights of any agent or trustee; (ii) NFL Rules; (iii) the terms of any existing or future contracts and agreements entered into by an NFL Entity relating to sponsorships or the broadcast or telecast of NFL games or that otherwise restrict the visibility of signage within the Stadium during nationally televised NFL games; (iv) if and to the extent applicable, the rules and regulations of the NBA, NHL, NCAA, FIFA, CFP, U.S. Olympic Committee, International Olympic Committee, and all other similar sanctioning or governing bodies; and (v) all applicable Laws, as any of the foregoing currently exist or as they may be amended or modified from time to time after the Effective Date. If, at any time after the Effective Date, any further action is necessary or desirable to comply with the NFL Rules or the rules and regulations of the NBA, NHL, NCAA, FIFA, CFP, U.S. Olympic Committee, International Olympic Committee, or a similar sanctioning or governing body, the Parties shall take or cause to be taken all such necessary or desirable action, including the execution and delivery of such instruments and documents as may be reasonably requested by the other Party for such purpose.

(e) Waiver. The failure by a Party to exercise any right, power, or option given to it under this Agreement, or to insist upon strict compliance with the provisions of this Agreement by the other Party, shall not constitute a waiver of any provision of this Agreement with respect to any other or subsequent breach thereof, nor a waiver by such Party of its rights at any time thereafter to require exact and strict compliance with all the provisions hereof. The rights or remedies under this Agreement are cumulative to any other rights or remedies that may be granted by Law.

(f) Notices. All notices, requests, or offers required or permitted to be made under this Agreement shall be in writing (and for purposes of this Section 17(f), electronic mail shall be considered “in writing”) and shall be deemed properly delivered on the earlier of actual receipt or three (3) days after the date deposited in the U.S. Mail (by certified or registered mail, return receipt requested) or one (1) day after being sent overnight via a recognized overnight delivery service with signature required (e.g., FedEx, UPS, and DHL) addressed as follows (or to one or more such other addresses as a Party may designate as its new addresses for such purpose by notice given to the other in accordance with this Section 17(f)):


If to StadCo:						Stadco LA, LLC 1000 S. Prairie Avenue Inglewood, CA 90301 Attention: Jason Gannon

With a copy to:						Arent Fox LLP 55 Second Street, 21st Floor San Francisco, CA 94105 Attention: Richard L. Brand, Esq.

If to Naming Rights Partner:						Social Finance, Inc. 234 1st Street San Francisco, CA 94105 Attention: Anthony Noto

With a copy to:						Bryan Cave Leighton Paisner LLP 90 South Cascade Avenue, Suite 1300, Colorado Springs, CO 90903 Attention: Steven B. Smith, Esq.

(g) Severability. Should any provision of this Agreement be determined to be invalid or illegal for any reason, such invalidity or illegality shall not affect the validity or legality of any other provision, and all other provisions shall remain in full force and effect as if this Agreement had been executed with the invalid or illegal provision eliminated.

(h) Assignment by StadCo.

(i) StadCo may transfer its interest (in whole or in part, by operation of law, or otherwise), whether by security agreement, collateral assignment, or transfer of any other kind (collectively, “Assign”), in this Agreement or any of its rights or obligations under this Agreement, without the prior written consent of Naming Rights Partner, to an Affiliate or to any Person in connection with a sale or transfer of the Stadium Complex or the sale or transfer of the [***]. In connection with any such assignment (each, an “Assignment”), StadCo shall [***], and provided that [***]. Effective as of the date of such Assignment, StadCo shall be relieved of any further obligations under this Agreement. For the avoidance of doubt, the Parties acknowledge that all or part of the ownership interest in either of the Teams or control of either of the Teams may be transferred in any manner permitted by Law and by the NFL without the prior consent of Naming Rights Partner.

(ii) StadCo may sublicense any of its intellectual property rights arising under this Agreement, without the prior written consent of Naming Rights Partner, for purposes of facilitating the use or exploitation thereof for the benefit of StadCo as contemplated under this Agreement, provided that no such sublicense shall relieve StadCo of any of its obligations to Naming Rights Partner under this Agreement.

(iii) StadCo shall have the right to Assign this Agreement and any or all of its rights under this Agreement, including its right to receive payments from Naming Rights Partner under this Agreement, without the prior written consent of Naming Rights Partner, to any bank,

lending or financing institution, or any other lender; any guarantor or insurer of any financing; or any trustee, collateral agent, fiduciary, or other entity appointed in connection with such financing (each, a “Finance Counterparty”) to secure any indebtedness of StadCo, including any securitization (each, a “Financing”). If StadCo notifies Naming Rights Partner of any such Assignment to a Finance Counterparty, then Naming Rights Partner shall, if and when requested by any such Finance Counterparty in writing, pay all amounts payable to StadCo by Naming Rights Partner under this Agreement directly to such Finance Counterparty or designated servicer of any of the foregoing. In connection therewith, Naming Rights Partner shall provide such further assurances and additional documentation as is reasonably requested by such Finance Counterparty. Naming Rights Partner shall accept performance by any Finance Counterparty of any term, covenant, condition, or agreement to be performed by StadCo under this Agreement with the same force and effect as though performed by StadCo. No StadCo Default under this Agreement shall exist or shall be deemed to exist (A) as long as any Finance Counterparty, in good faith, shall have commenced to cure such default within thirty (30) days following receipt of notice of such default and is prosecuting the same to completion with commercially reasonable diligence and, in any event, cures such default within sixty (60) days following receipt of such notice; or (B) if possession of the Stadium is required in order to cure such default, or if such default is not susceptible of being cured by a Finance Counterparty’s direct action, as long as such Finance Counterparty, in good faith, shall have notified Naming Rights Partner within thirty (30) days following receipt of notice of such default that such Finance Counterparty intends to institute proceedings under the applicable security instruments to require StadCo or such other appropriate party to effect such cure, and, in any event, such default is cured within one hundred eighty (180) days following receipt of such notice.

(i) Assignment by Naming Rights Partner. Naming Rights Partner shall not Assign or sublicense its interest in this Agreement or any of its rights or obligations under this Agreement without the prior written consent of StadCo; provided that (i) [***], provided that (A) [***], and (B) [***], and (ii) [***], provided that [***] and [***].

(j) Media Releases. Any public statement, public announcement, or other media release to be issued in connection with this Agreement must be approved by both Parties in writing before its release. The Parties will agree in advance on any press announcements regarding this Agreement, as well as the timing of the release of any such announcements. The Parties contemplate issuing a mutually approved press release following the full execution of this Agreement.

(k) Headings. The Paragraph and Section headings in this Agreement are for convenience only and shall not be used in the interpretation or be considered part of this Agreement.

(l) Survival. The provisions set forth in Sections 2(c), 6, 10, 11, and 13 through 16, together with any other provisions of this Agreement (including payment provisions) that by their terms and nature are intended to survive such expiration or termination, shall survive the expiration or termination of this Agreement.

(m) Entire Agreement. This Agreement, including all Schedules and Exhibits hereto, constitutes the entire agreement and understanding between the Parties with respect to the

subject matter hereof and supersedes all prior agreements and understandings. All representations and negotiations relative to the matters contemplated by this Agreement are merged herein, and there are no contemporaneous understandings or agreements relating to the matters set forth herein other than those incorporated herein.

(n) Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the Laws of the State of California without regard to its conflict-of-laws provisions. For purposes of Section 15(c), and to enforce or confirm any arbitration award rendered or to pursue or enforce injunctive relief pursuant to Section 15(c), each Party hereby submits to the exclusive jurisdiction of the state or federal courts located in Los Angeles, California, and waives any objection based on venue or forum non conveniens with respect to any action instituted in such courts.

(o) Amendments/Modification. This Agreement may not be amended or modified, except by written agreement executed by both Parties.

(p) Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered electronically by fax or by email as a .PDF attachment, and all such counterparts shall be deemed, and shall have the same legal force and effect as, an original counterpart.

(q) Exculpation. Naming Rights Partner agrees that, in pursuing its rights and remedies against StadCo under this Agreement, it shall look only to StadCo or its property for the satisfaction of Naming Rights Partner’s remedies, and Naming Rights Partner will not have recourse against or otherwise look to the property or assets of any of StadCo’s current or future equity holders, officers, directors, or employees, disclosed or undisclosed.

(r) No Inferences. Each Party is represented in this transaction by separate counsel, and the Parties have participated jointly in the negotiation and drafting of this Agreement. If there is an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring either Party by virtue of the authorship of any provisions of this Agreement. No prior draft of this Agreement, or any negotiations or proceedings in pursuit of this Agreement, shall be offered or received as evidence to explain, construe, interpret, contradict, or clarify the terms of this Agreement or the intent of the Parties or their respective counsel.

(s) Waiver of Jury Trial. Each Party hereby knowingly and voluntarily waives any rights to a trial by jury in any action, proceeding, or counterclaim brought by either Party against the other Party on, or in respect of, any matter whatsoever arising out of or in any way connected with this Agreement or any document or instrument delivered in connection with this Agreement or the relationship of the Parties under this Agreement.

(t) General Interpretive Principles. Except as otherwise provided in this Agreement or unless the context otherwise requires, (i) the terms defined in Section 1 have the meanings assigned to them in Section 1 and include the plural as well as the singular; (ii) the use of any

gender shall be deemed to include the other genders; (iii) accounting terms have the meanings assigned to them in accordance with generally accepted accounting principles, consistently applied; (iv) references to “Sections,” “subsections,” “paragraphs,” and other subdivisions without reference to a document are to designated sections, subsections, paragraphs, and other subdivisions of this Agreement; (v) a reference to a subsection without further reference to a section is a reference to such subsection as contained in the same section in which the reference appears, and this rule also shall apply to paragraphs and other subdivisions; (vi) the words “herein,” “hereof,” “hereunder,” and other words of similar import refer to this Agreement as a whole and not to any particular provision; (vii) the word “including” means “including, but not limited to”; (viii) the words “not including” mean “excluding only”; (ix) the word “or” means “and/or” unless the context clearly prohibits that construction; (x) any approval or consent of a Party required under this Agreement shall be deemed to mean the approval or consent of such Party, in its sole discretion, and such Party will not be liable for withholding or delaying such approval or consent, or denying any request for such approval or consent; and (xi) when the term “commercially reasonable efforts” is used with respect to the obligation of either Party to cause any action or inaction by a third party, or is otherwise dependent on the actions or inactions of any third party, such term does not include the obligation of such Party to expend any material sum, and such Party will not be in breach of this Agreement if such commercially reasonable efforts fail as the result of any such action or inaction of any such third party.

(u) Further Assurances. Each of Naming Rights Partner and StadCo shall execute, acknowledge, and deliver, without additional consideration, such further assurances, instruments, and documents, and shall take such further actions, as the other Party shall reasonably request in order to fulfill the intent of this Agreement and the transactions contemplated hereby.

(v) Time is of the Essence. With regard to all dates, deadlines, and time periods set forth or referred to in this Agreement, time is of the essence.

(w) Expenses. Each Party shall bear its own expenses in connection with this Agreement, and (except as set forth in this Agreement) the transactions contemplated hereby.

(x) No Team or Stadium Event Representations, Warranties, or Covenants. Naming Rights Partner acknowledges that StadCo has neither made nor is making any representations, warranties, or covenants of any nature whatsoever regarding (i) the present or future performance of the Teams, (ii) the identity or playing ability or availability for any given home game of any of the present or future players of the Teams, (iii) attendance at home games of the Teams, (iv) any other similar or related matters regarding the performance, operations, or management of the Teams, (v) the identity of any performers who may participate in, or perform at, any Stadium events, or (vi) the attendance at any such Stadium events. Naming Rights Partner further acknowledges that it is knowingly taking and accepting the risk that future management decisions by the owners of each Team and other members of their respective management may adversely affect the performance of each Team.

(y) No Consultants. Naming Rights Partner and StadCo each represent and warrant to the other that, except for [***] (“[***]”), who is employed by StadCo or its Affiliate, and [***] (“[***]”), who is employed by Naming Rights Partner, such Party has employed no brokers, finders, consultants, or financial advisers in respect of the transaction contemplated hereby.

StadCo or its Affiliate shall be responsible for the payment of all fees or commissions to [***] and Naming Rights Partner shall be responsible for the payment of all fees or commissions to [***].

(Signatures on following page)

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.


			STADCO

			STADCO LA, LLC

			By:			/s/ Jason S. Gannon
						Jason S. Gannon
						Managing Director

			NAMING RIGHTS PARTNER

			SOCIAL FINANCE, INC.

			By:			/s/ Anthony J. Noto
						Anthony J. Noto
						Chief Executive Officer

SCHEDULE 1

DEPICTION OF THE STADIUM PLAZAS

[***]

Schedule 1-1

SCHEDULE 2

NAMING RIGHTS ASSETS

[***]

Schedule 2-1

SCHEDULE 3

TEAM ASSETS

[***]

Schedule 3-1

SCHEDULE 4

NAMING RIGHTS PARTNER MARKS

[***]

Schedule 4-1

SCHEDULE 5

STADIUM MARKS

(INCLUDING STADIUM LOGOS)

[***]

Schedule 5-1

SCHEDULE 6

TEAM MARKS

[***]

Schedule 6-1

EXHIBIT A

NAMING RIGHTS PARTNER SIGNAGE PLAN

[***]

Exhibit A - 1

Document

Exhibit 10.13

Execution Version

REVOLVING CREDIT AGREEMENT

dated as of

September 27, 2018

among

SOCIAL FINANCE, INC.,

as the Borrower,

the Lenders party hereto,

the Issuing Banks party hereto,

and

GOLDMAN SACHS BANK USA,

as the Administrative Agent,

CITIBANK, N.A. and

GOLDMAN SACHS BANK USA,

as Joint Lead Arrangers and Joint Bookrunners

TABLE OF CONTENTS

ARTICLE I DEFINITIONS

Section 1.01

Defined Terms

Section 1.02

Classification of Loans and Borrowings

Section 1.03

Terms Generally

Section 1.04

Accounting Terms; GAAP

Section 1.05

Exchange Rates; Currency Equivalents

Section 1.06

Electronic Execution of Documents

ARTICLE II THE CREDITS

Section 2.01

Commitments

Section 2.02

Loans and Borrowings

Section 2.03

Requests for Borrowings

Section 2.04

Funding of Borrowings

Section 2.05

Interest Elections

Section 2.06

Termination and Reduction of Commitments

Section 2.07

Repayment of Loans; Evidence of Debt

Section 2.08

Prepayment of Loans

Section 2.09

Fees

Section 2.10

Interest

Section 2.11

Alternate Rate of Interest; Illegality

Section 2.12

Increased Costs

Section 2.13

Break Funding Payments

Section 2.14

Taxes

Section 2.15

Payments Generally; Pro Rata Treatment; Sharing of Set-Off

Section 2.16

Mitigation Obligations; Replacement of Lenders

Section 2.17

Defaulting Lenders

Section 2.18

Incremental Facility

Section 2.19

Letters of Credit

Section 2.20

Extension of the Maturity Date

ARTICLE III REPRESENTATIONS AND WARRANTIES

Section 3.01

Organization; Powers

Section 3.02

Authorization; Enforceability

Section 3.03

Governmental Approvals; No Conflicts

Section 3.04

Financial Condition; No Material Adverse Change

Section 3.05

Properties

Section 3.06

Litigation and Environmental Matters

Section 3.07

Compliance with Laws and Agreements; No Default

Section 3.08

Investment Company Status

Section 3.09

Margin Stock

Section 3.10

Taxes

Section 3.11

ERISA

Section 3.12

Disclosure

Section 3.13

Subsidiaries

Section 3.14

Solvency

Section 3.15

Anti-Terrorism Law

Section 3.16

FCPA; Sanctions

ARTICLE IV CONDITIONS

Section 4.01

Effective Date

Section 4.02

Each Credit Event

ARTICLE V AFFIRMATIVE COVENANTS

Section 5.01

Financial Statements; Ratings Change and Other Information

Section 5.02

Notices of Material Events

Section 5.03

Existence; Conduct of Business

Section 5.04

Payment of Taxes and Other Claims

Section 5.05

Maintenance of Properties; Insurance

Section 5.06

Books and Records; Inspection Rights

Section 5.07

ERISA-Related Information

Section 5.08

Compliance with Laws and Agreements

Section 5.09

Use of Proceeds

Section 5.10

Guarantors

Section 5.11

Designation of Restricted and Unrestricted Subsidiaries

ARTICLE VI NEGATIVE COVENANTS

Section 6.01

Indebtedness

Section 6.02

Liens

Section 6.03

Fundamental Changes

Section 6.04

Restricted Payments

Section 6.05

Restrictive Agreements

Section 6.06

Transactions with Affiliates

Section 6.07

[Reserved]

Section 6.08

Investments

Section 6.09

Financial Covenant

ARTICLE VII EVENTS OF DEFAULT

Section 7.01

Events of Default

Section 7.02

Application of Funds

ARTICLE VIII THE AGENTS

Section 8.01

Appointment of the Administrative Agent

Section 8.02

Powers and Duties

Section 8.03

General Immunity

Section 8.04

Administrative Agent Entitled to Act as Lender

Section 8.05

Lenders’ Representations, Warranties and Acknowledgment

Section 8.06

Right to Indemnity

Section 8.07

Successor Administrative Agent

Section 8.08

Guaranty

Section 8.09

Withholding Taxes

Section 8.10

Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim

Section 8.11

Certain ERISA Matters.

ARTICLE IX MISCELLANEOUS

Section 9.01

Notices

Section 9.02

Waivers; Amendments

Section 9.03

Expenses; Indemnity; Damage Waiver

100

Section 9.04

Successors and Assigns

102

Section 9.05

Survival

106

Section 9.06

Counterparts; Integration; Effectiveness

107

Section 9.07

Severability

107

Section 9.08

Right of Setoff

107

Section 9.09

Governing Law; Jurisdiction; Consent to Service of Process

108

Section 9.10

Waiver Of Jury Trial

108

Section 9.11

Headings

109

Section 9.12

Confidentiality

109

Section 9.13

Interest Rate Limitation

111

Section 9.14

No Advisory or Fiduciary Responsibility

111

Section 9.15

Electronic Execution of Assignments and Certain Other Documents

111

Section 9.16

USA PATRIOT Act

112

Section 9.17

Release of Guarantors

112

Section 9.18

Acknowledgement and Consent to Bail-in of EEA Financial Institutions

112

Section 9.19

Judgment Currency

112


SCHEDULES

Schedule 2.01			Lenders, Commitments and Letter of Credit Issuer Sublimit

SCHEDULES TO THE DISCLOSURE LETTER

Schedule 2.19			Effective Date Letters of Credit
Schedule 3.11			Plans
Schedule 3.13			Capitalization
Schedule 6.02			Effective Date Liens
Schedule 6.05			Effective Date Restrictive Agreements

EXHIBITS

Exhibit A			Form of Assignment and Assumption
Exhibit B			Form of Borrowing Request
Exhibit C			Form of Interest Election Request
Exhibit D			Form of Revolving Note
Exhibit E			Form of Guaranty
Exhibit F			Form of Compliance Certificate
Exhibit G-1			Form of U.S. Tax Compliance Certificate
Exhibit G-2			Form of U.S. Tax Compliance Certificate
Exhibit G-3			Form of U.S. Tax Compliance Certificate

iii


Exhibit G-4			Form of U.S. Tax Compliance Certificate
Exhibit H			Form of Intercompany Subordination Agreement
Exhibit I			Form of Annual Forecast

REVOLVING CREDIT AGREEMENT dated as of September 27, 2018 among SOCIAL FINANCE, INC., as the Borrower, the LENDERS and ISSUING BANKS party hereto and GOLDMAN SACHS BANK USA, as the Administrative Agent.

The Borrower (such term and each other capitalized term used and not otherwise defined in these recitals having the meaning assigned to it in Article 1), has requested the Lenders to make Loans to the Borrower and the Issuing Banks to issue Letters of Credit at the request of the Applicable Account Parties, in each case on a revolving credit basis on and after the date hereof and at any time and from time to time prior to the Maturity Date.

The proceeds of borrowings hereunder, together with the issuance of any letter of credit, are to be used for the purposes described in Section 5.09. The Lenders are willing to establish the credit facility referred to in the preceding paragraph upon the terms and subject to the conditions set forth herein. Accordingly, for valuable consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01 Defined Terms. As used in this Agreement, the following terms have the meanings specified below:

“ABR”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.

“Adjusted EURIBO Rate” means, for any Interest Rate Determination Date with respect to an Interest Period for a EURIBOR Borrowing, the rate per annum equal to the EURIBO Rate for such Interest Period; provided that in no event shall the Adjusted EURIBO Rate be less than 0.00%.

“Adjusted LIBO Rate” means, for any Interest Rate Determination Date with respect to an Interest Period (or, solely for purposes of clause (ii) in the defined term “Alternate Base Rate,” for purposes of determining the Alternate Base Rate as of any date) for a Eurodollar Borrowing, (a) for Borrowings denominated in Dollars, the rate per annum obtained by dividing (i) the LIBO Rate for Dollars for such Interest Period (or such date, as applicable) by (ii) an amount equal to (x) one minus (y) the Applicable Reserve Requirement or (b) for Borrowings denominated in a Permitted Foreign Currency (other than Euros), the rate per annum equal to the LIBO Rate for such currency for such Interest Period; provided that in no event shall the Adjusted LIBO Rate be less than 0.00%.

“Administrative Agent” means Goldman Sachs Bank USA, in its capacity as administrative agent for the Lenders hereunder, or any successor administrative agent.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent from time to time.

Loan Documents, none of SoftBank Group Corp., SoftBank Group Capital Ltd., SB Sonic Holdco, Renren SF Holdings, Oak Pacific Investment, or their respective successors and assigns shall be considered “Affiliates” of the Borrower.

“Affiliated Persons” means, with respect to any specified Person, (a) any Affiliate of such Person and (b) any Person Controlled by such Person or its Affiliate or the holdings of which are for the primary benefit of any such Persons.

“Agent Parties” has the meaning set forth in Section 9.01(d).

“Agents” means, collectively, the Administrative Agent and the Arrangers.

“Aggregate Total Exposure” means, as at any date of determination, the sum of (i) the Dollar Equivalent of the aggregate principal amount of all outstanding Loans (excluding Loans made for the purpose of reimbursing the Issuing Banks for any amount drawn under any Letter of Credit, but not yet so applied) and (ii) the Letter of Credit Usage.

“Agreed L/C Cash Collateral Amount” means 102% of the total outstanding Letter of Credit Usage.

“Agreement” means this Revolving Credit Agreement, as the same may hereafter be modified, supplemented, extended, amended, restated or amended and restated from time to time.

“Agreement Currency” has the meaning set forth in Section 9.19.

“Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of (i) the Prime Rate in effect on such day, (ii) the Federal Funds Effective Rate in effect on such day plus 1⁄2 of 1% and (iii) the sum of (a) the Adjusted LIBO Rate that would be payable on such day for a Eurodollar Borrowing with a one-month interest period plus (b) 1.00%. If the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that it is unable to ascertain the Federal Funds Effective Rate for any reason, including the inability or failure of the Administrative Agent to obtain sufficient quotations in accordance with the terms of the definition thereof, the Alternate Base Rate shall be determined without regard to clause (ii) of the preceding sentence until the circumstances giving rise to such inability no longer exist. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate shall be effective on the effective day of such change in the Federal Funds Effective Rate or the Adjusted LIBO Rate, respectively.

“Anti-Corruption Laws” means the FCPA, the U.K. Bribery Act 2010 to the extent applicable, all other applicable anti-corruption laws, the Bank Secrecy Act to the extent applicable, the USA Patriot Act, and the applicable anti-money laundering statutes of jurisdictions where the Borrower and its Subsidiaries conduct business, and the rules and regulations (if any) thereunder enforced by any governmental agency.

“Anti-Terrorism Laws” has the meaning set forth in Section 3.15(a).

“Applicable Account Party” has the meaning set forth in Section 2.19(a).

“Applicable Creditor” has the meaning set forth in Section 9.19.

“Applicable Percentage” means, with respect to any Lender, the percentage of the total Commitments represented by such Lender’s Commitment. If the Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the Commitments most recently in effect, giving effect to any assignments.

“Applicable Rate” means, for any day, (i) 1.00% per annum with respect to any Eurodollar Loan or EURIBOR Loan and (ii) 0.00% per annum with respect to any ABR Loan and (iii) 0.10% per annum with respect to the Unused Commitment Fee.

“Applicable Reserve Requirement” means for any day as applied to a Eurodollar Borrowing, the aggregate (without duplication) of the maximum rates (expressed as a decimal ) of reserve requirements in effect on such day (including basic, supplemental, marginal and emergency reserves under any regulations of the Board or other Governmental Authority having jurisdiction with respect thereto) dealing with reserve requirements prescribed for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board) maintained by a member bank of the Federal Reserve System.

“Application” means a Letter of Credit application or agreement in the form approved by the applicable Issuing Bank, executed and delivered by the Borrower to the Administrative Agent and the applicable Issuing Bank requesting such Issuing Bank to issue a Letter of Credit.

“Approved Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its activities and 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.

“Arranger” means each of Citigroup Global Markets Inc. and Goldman Sachs Bank USA in its capacity as a joint lead arranger and a joint bookrunner.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit A or any other form approved by the Administrative Agent.

“Availability Period” means the period from and including the Effective Date to but excluding the earlier of the Maturity Date and the date of termination of the Commitments.

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

“Bail-In Legislation” means, 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 for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

“Bankruptcy Code” means Chapter 11 of Title 11 of the United States Code, as amended from time to time and any successor statute and all rules and regulations promulgated thereunder.

“Bankruptcy Event” means an Event of Default of the type described in Section 7.01(h), (i) or (j).

“Beneficial Ownership Certification” means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation, which certification shall be substantially similar in form and substance to the form of Certification Regarding Beneficial Owners of Legal Entity Customers published jointly, in May 2018, by the Loan Syndications and Trading Association and Securities Industry and Financial Markets Association.

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

“Benefit Plan” means 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 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”.

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

“Borrower” means Social Finance, Inc., a Delaware corporation.

“Borrowing” means Loans of the same currency and Type, made, converted or continued on the same date and, in the case of Eurodollar Loans or EURIBOR Loans, as to which a single Interest Period is in effect.

“Borrowing Minimum” means (a) in the case of a Eurodollar Borrowing denominated in Dollars, $5,000,000, (b) in the case of a Eurodollar Borrowing denominated in any Permitted Foreign Currency or a EURIBOR Borrowing, the smallest amount of such Permitted Foreign Currency that is an integral multiple of 100,000 units of such currency and that has a Dollar Equivalent in excess of $5,000,000 and (c) in the case of an ABR Borrowing, $5,000,000.

“Borrowing Multiple” means (a) in the case of a Eurodollar Borrowing denominated in Dollars, $1,000,000, (b) in the case of a Eurodollar Borrowing denominated in any Permitted Foreign Currency or a EURIBOR Borrowing, the smallest amount of such Permitted Foreign Currency that is an integral multiple of 100,000 units of such currency and that has a Dollar Equivalent in excess of $1,000,000 and (c) in the case of an ABR Borrowing, $1,000,000.

“Borrowing Request” has the meaning set forth in Section 2.03.

“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed; provided that, (a) when used in connection with a Eurodollar Loan, the term “Business Day” shall also exclude any day on which banks are not open for dealings in deposits in the applicable currency in the London interbank market and (b) when used in connection with any EURIBOR Loan, the term “Business Day” shall also exclude any day which is not a TARGET Day or any day on which banks in London are not open for general business.

“Calculation Date” means (a) the last Business Day of each calendar quarter, (b) each date (with such date to be reasonably determined by the Administrative Agent) that is on or about the date

of (i) a Borrowing Request or an Interest Election Request with respect to any Loan or (ii) the issuance, amendment (including, without limitation, the date of any amendment increasing the amount of any Letter of Credit), renewal or extension of a Letter of Credit, (c) solely with respect to Letters of Credit, the first Business Day of each calendar month, and (d) if an Event of Default has occurred and is continuing, any Business Day as determined by the Administrative Agent in its sole discretion.

“Capital Lease Obligations” of any Person means 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 the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP; provided that any obligations relating to a lease that was accounted for by such Person as an operating lease as of the Effective Date (or that would have been accounted for as an operating lease if such lease was in effect as of the Effective Date) shall be accounted for as obligations relating to an operating lease and not as Capital Lease Obligations.

“Cash Collateral” has a meaning correlative to the below and shall include the proceeds of such cash collateral and other credit support.

“Cash Collateralize” means, in respect of an Obligation, to provide and pledge (as a first priority perfected security interest) cash collateral in the applicable currency in an amount not to exceed 102% of such Obligations (except as otherwise expressly provided herein), at a location and pursuant to documentation in form and substance satisfactory to the Administrative Agent and the applicable Issuing Bank (and “Cash Collateralization” has a corresponding meaning).

“Cash Equivalents” means:

(a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America), in each case maturing within one year from the date of issuance thereof;

(b) investments in commercial paper maturing within 270 days from the date of issuance thereof and having, at such date of acquisition, a rating of at least “Prime 1” (or the then equivalent grade) by Moody’s or “A-1” (or the then equivalent grade) by S&P;

(c) investments in certificates of deposit, banker’s acceptances and time deposits maturing within one year from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, the Administrative Agent or any domestic office of any commercial bank organized under the laws of the United States of America or any State thereof that issues (or the parent of which issues) commercial paper rated at least “Prime 1” (or the then equivalent grade) by Moody’s or “A-1” (or the then equivalent grade) by S&P;

(d) fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) above and entered into with a financial institution satisfying the criteria of clause (c) above;

(e) investments in “money market funds” substantially all of whose assets are invested in investments of the type described in clauses (a) through (d) above;

(f) in the case of any Foreign Subsidiary, other short-term investments that are analogous to the foregoing, are of comparable credit quality and are customarily used by companies in the jurisdiction of such Foreign Subsidiary for cash management purposes; and

(g) investments permitted pursuant to Borrower’s investment policy as approved by the board of directors (or committee thereof) of the Borrower from time to time.

“Change in Control” means (a) prior to an IPO, the failure by Permitted Holders to beneficially own at least 50.1% of the aggregate voting power of the Borrower’s Equity Interests on a fully diluted basis; provided that any such failure shall not constitute a Change in Control if (x) such failure was due to a bona fide equity financing transaction for, or recapitalization of, the Borrower and (y) a Change of Control under clause (b) would not have occurred if such failure was following an IPO; or (b) after an IPO, the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act and the rules of the Securities and Exchange Commission thereunder) other than the Permitted Holders , of more than 35% of the aggregate voting power of the Public Company’s Equity Interests on a fully diluted basis. The consummation of an IPO shall not constitute a Change in Control.

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that, notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) 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 be deemed to be a “Change in Law,” regardless of the date enacted, adopted or issued.

“Charges” has the meaning set forth in Section 9.13.

“Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time.

“Commitment” means, with respect to each Lender, the commitment of such Lender to make Loans hereunder and acquire participations in Letters of Credit hereunder, expressed as an amount representing the maximum aggregate amount of such Lender’s Loans hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.06, (b) increased from time to time pursuant to Section 2.18, or (c) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The initial amount of each Lender’s Commitment as of the Effective Date is set forth on Schedule 2.01. The initial aggregate amount of the Lenders’ Commitments as of the Effective Date is $560,000,000.

“Communications” has the meaning set forth in Section 9.01(d).

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

“Consolidated Tangible Net Worth” means, at any date of determination, stockholders’ equity as set forth on the most recent quarterly or annual consolidated balance sheet of the Borrower and its Subsidiaries less the amount of all intangible items included therein, including, without limitation, goodwill, franchises, licenses, patents, trademarks, trade names, copyrights, service marks, brand names and write-ups of intangible assets (but only to the extent that such items would be included on a consolidated balance sheet of the Borrower and its Subsidiaries in accordance with GAAP).

“Convertible Notes” means debt securities that are convertible solely into, or exchangeable solely for, Equity Interests and/or cash; provided that such debt securities (i) do not have a scheduled maturity date any earlier than the date that is 91 days after the Maturity Date applicable at the time of issuance thereof, (ii) only require interest to be paid in kind; provided that after an IPO, cash interest will be permitted and (iii) issued prior to an IPO shall be convertible solely into Equity Interests (and not for cash) and shall not require any cash payments to be made thereunder or contain any cash redemption features, except, in the case of clauses (i) and (ii), if as a result of a customary fundamental change or change in control event.

“Credit Parties” has the meaning set forth in Section 9.12(a).

“Debtor Relief Laws” means the Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy, assignment 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.

“Declining Lender” has the meaning set forth in Section 2.20.

“Default” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

“Defaulting Lender” means, subject to Section 2.17(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two 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 good faith determination that one or more conditions precedent to such funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, (ii) fund any portion of its participation in any Letter of Credit within two Business Days of the date required to be funded hereunder or (iii) pay to the Administrative Agent, any Issuing Bank or any other Lender any other amount required to be paid by it hereunder within three Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent or any Issuing Bank 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 three Business Days after written request by the Administrative Agent or the Borrower, 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 and the Borrower), (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, or (ii) 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 or (e) has become the subject of a Bail-In Action; 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 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 2.17(b)) upon delivery of written notice of such determination to the Borrower and each Lender.

“Disclosure Letter” means the disclosure letter, dated as of the date hereof, as amended or supplemented from time to time pursuant to the terms of this Agreement.

“Disqualified Equity Interests” means any Equity Interest which, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (i) matures or is mandatorily redeemable (other than solely for Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise, (ii) is redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests), in whole or in part, or (iii) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is 91 days after the Maturity Date applicable at the time of issuance thereof, except, in the case of clauses (i) and (ii), if as a result of a change in control, fundamental change or asset sale, so long as any rights of the holders thereof upon the occurrence of such a change in control, fundamental change or asset sale event are subject to the prior expiration or termination of the Commitments, the payment in full of the principal of and interest on each Loan and all fees payable hereunder and the cancellation or expiration or Cash Collateralization of all Letters of Credit.

“Disqualified Institution” means (a) any Person that has been identified in writing to the Administrative Agent prior to the Effective Date as a “Disqualified Institution” or (b) any Person that is a competitor or potential competitor of the Borrower or any of its Subsidiaries or any investor in any such competitor or potential competitor (in each case as determined in good faith by the Borrower and other than investors that are bona fide debt funds) that has been identified in writing to the Administrative Agent from time to time as a “Disqualified Institution” by the Borrower; provided that (i) any Person that becomes a “Disqualified Institution” after the applicable Trade Date with respect to an assignment or participation shall not retroactively be deemed a “Disqualified Institution” for purposes of such assignment or participation or any previously acquired assignment or participation

(but such Person shall not be able to increase its Commitments or participations hereunder) and (ii) such assignment or participation and, in the case of an assignment, the execution by the Borrower of an Assignment and Assumption with respect to such assignee, in each case, in connection with any assignment or participation described in the preceding clause (i), will not by itself result in such assignee no longer being considered a “Disqualified Institution”; provided, however, that, in each case, the term “Disqualified Institution” shall not include any person that has been identified in writing to the Administrative Agent from time to time by the Borrower as no longer constituting a “Disqualified Institution”.

“Dollar Equivalent” means, at any time, (a) with respect to any amount denominated in Dollars, such amount and (b) with respect to any amount denominated in any Permitted Foreign Currency, the equivalent amount thereof in Dollars at such time as determined in accordance with Section 1.05(a) using the Exchange Rate with respect to such Permitted Foreign Currency at the time in effect under the provisions of such Section (except as otherwise expressly provided in Section 2.19(d)).

“Dollars” or “$” refers to lawful money of the United States of America.

“Domestic Subsidiary” means any Subsidiary that is organized under the laws of any political subdivision of the United States, excluding (x) any such Subsidiary substantially all of the assets of which consist of Equity Interests in one or more Subsidiaries that are “controlled foreign corporations” within the meaning of Section 957 of the Code and (y) any such Subsidiary that is owned (directly or indirectly) by a Subsidiary that is a “controlled foreign corporation” within the meaning of Section 957 of the Code.

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which 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” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means 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.

“Effective Date” means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with Section 9.02).

“Effective Date Financing Arrangements” has the meaning set forth in the definition of Permitted Asset-Based Financing.

“Effective Date Letters of Credit” means the Letters of Credit listed on Schedule 6.07.

“Environmental Laws” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, the generation, use, handling, transportation, storage, treatment, disposal, management, release or threatened release of any Hazardous Material or to health and safety matters.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of investigation, reclamation or remediation, fines, penalties or indemnities), of the Borrower or any Restricted Subsidiary directly or indirectly resulting from or based upon (a) any Environmental Law, including compliance or noncompliance therewith, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the presence, 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” means the U.S. Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder.

“ERISA Affiliate” means any person that for purposes of Title I or Title IV of ERISA or Section 412 of the Code would be deemed at any relevant time to be a single employer or otherwise aggregated with the Borrower or a Restricted Subsidiary under Section 414(b), (c), (m) or (o) of the Code or Section 4001 of ERISA.

“ERISA Event” means any one or more of the following: (a) any reportable event, as defined in Section 4043 of ERISA, with respect to a Plan, as to which the PBGC has not waived under subsection .22, .23, .25, .26, .27, .28, .29, .30, .31, .32, .34 or .35 of PBGC Regulation Section 4043 the requirement of Section 4043(a) of ERISA that it be notified of such event; (b) the termination of any Plan under Section 4041(c) of ERISA; (c) the institution of proceedings by the PBGC under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan; (d) the failure to make a required contribution to any Plan that would result in the imposition of a lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such a lien or encumbrance; (e) the failure to satisfy the minimum funding standard under Section 412 of the Code or Section 302 of ERISA, whether or not waived; or a determination that any Plan is, or is expected to be, considered an at-risk plan within the meaning of Section 430 of the Code or Section 303 of ERISA; (f) engaging in a non-exempt prohibited transaction within the meaning of Section 4975 of the Code or Section 406 of ERISA with respect to a Plan; (g) the complete or partial withdrawal of any Borrower, Restricted Subsidiary or any ERISA Affiliate from a Multiemployer Plan which results in the imposition of Withdrawal Liability or the reorganization or insolvency under Title IV of ERISA of any Multiemployer Plan or (h) a determination that any Multiemployer Plan is in endangered or critical status under Section 432 of the Code or Section 305 of ERISA.

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

“EURIBO Rate” means, for any Interest Rate Determination Date with respect to an Interest Period for a EURIBOR Borrowing, the rate per annum determined by the Administrative Agent on the basis of the rate for deposits in such currency for a period equal to such Interest Period commencing on the first day of such Interest Period as administered by the Banking Federation of the European Union (or any other Person that takes over the administration of such rate) appearing on Reuters Screen EURIBOR01 page (or any successor page) as of approximately 11:00 a.m., Brussels, Belgium time, on such Interest Rate Determination Date; provided that, in the event such rate does not appear on such page or service or if such page or service shall cease to be available, the EURIBO Rate shall be determined by the Administrative Agent by reference to such other comparable publicly available service for displaying EURIBO rates as may be selected by the Administrative Agent, or, in the absence of such availability, the arithmetic mean of the rates (rounded upward to the nearest 1/100th of 1%) as supplied to the Administrative Agent at its request and quoted by the reference banks appointed by the Administrative Agent in consultation with the Borrower to leading banks who consent to such appointment in the Euro interbank market for deposits in Euros of a duration equal to the duration of such Interest Period, on such Interest Rate Determination Date.

“EURIBOR”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted EURIBO Rate.

“Euro” or “€” means the single currency of the European Union as constituted by the Treaty on European Union and as referred to in the EMU Legislation.

“Eurodollar”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted LIBO Rate.

“Event of Default” has the meaning set forth in Article 7.

“Exchange Act” has the meaning set forth in Section 9.01(e).

“Exchange Rate” means, on any day, with respect to the applicable Permitted Foreign Currency, the rate at which such currency may be exchanged into Dollars, as set forth at approximately 11:00 a.m., London time, on such day on the Reuters World Currency Page “FX=” for such currency. In the event that such rate does not appear on any Reuters World Currency Page, then the Exchange Rate shall be determined by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrower or, in the absence of such agreement, such Exchange Rate shall instead be the arithmetic average of the spot rates of exchange of the Administrative Agent in the market where its foreign currency exchange operations in respect of such currency are then being conducted, at or about 10:00 a.m., London time, on such date for the purchase of Dollars for delivery two Business Days later; provided that if at the time of any such determination, for any reason, no such spot rate is being quoted, the Administrative Agent, after consultation with the Borrower, may use any reasonable and customary method it deems appropriate to determine such rate, and such determination shall be presumed correct absent manifest error.

“Excluded Subsidiary” means (a) any Unrestricted Subsidiary, (b) any Subsidiary that is prohibited by applicable law, rule or regulation (including in respect of any self-regulatory organization) or by any contractual obligation to which such Subsidiary is a party or by which it or any of its property or assets is bound from guaranteeing the Obligations; provided that any such agreement, instrument or other undertaking (i) is in existence on the Effective Date (or, with respect to a Subsidiary acquired after the Effective Date, as of the date such acquisition) and (ii) in the case of a Subsidiary acquired after the Effective Date, was not entered into in connection with, or in contemplation of, such acquisition, (c) any Subsidiary with respect to which guaranteeing the Obligations would require consent, approval, license or authorization from any Governmental Authority or self-regulatory organization, unless such consent, approval, license or authorization has been obtained, (d) any other Subsidiary with respect to which the Administrative Agent, in consultation with the Borrower, determines that the burden or cost or other consequences is excessive in view of the benefits to be obtained by the Lenders, (e) any Subsidiary that is a broker-dealer and (f) any Subsidiary that is a bank, industrial loan company or other deposit-taking or similarly regulated institution.

“Excluded Taxes” means 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 by the jurisdiction (or any political subdivision thereof) under the laws of which such Recipient is organized or in which its principal office is located, or, in the case of any Lender, its applicable lending office is located or (ii) that otherwise are Other Connection Taxes, (b) in the case of a Lender or Issuing Bank, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender or Issuing Bank with respect to an applicable interest in a Loan or Commitment or obligations to reimburse amounts drawn under a Letter of Credit pursuant to a law in effect on the date on which (i) such Lender or Issuing Bank acquires such interest in the Loan, Commitment or Letter of Credit (other than pursuant to an assignment request by the Borrower under Section 2.16) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.14(b), 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 2.14(g) and (d) any U.S. federal withholding Taxes imposed under FATCA.

“Executive Order” has the meaning set forth in Section 3.15(a).

“Extending Lender” has the meaning set forth in Section 2.20.

“Extension Agreement” means an extension agreement entered into pursuant to Section 2.20 in form and substance reasonably satisfactory to the Administrative Agent.

“Extension Notice” has the meaning set forth in Section 2.20.

“FATCA” means 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 and any agreements entered into pursuant to Section 1471(b)(1) of the Code or any published intergovernmental agreement and any fiscal or regulatory legislation, rules or official practices

adopted pursuant to any published intergovernmental agreement entered into in connection with the implementation of such Sections of the Code.

“FCPA” means the Foreign Corrupt Practices Act of 1977, (15 U.S.C. §§ 78dd-1, et seq.) as amended.

“Federal Funds Effective Rate” means for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day or, if no such rate is so published on any day that is a Business Day, the average of the quotations for the day of such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it; provided that if the relevant screen rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“Financial Officer” means any of the chief financial officer, principal accounting officer, vice president of finance or corporate controller or most senior financial officer of the Borrower.

“Financing Assets” means any of the following assets (or interests therein) from time to time originated, acquired or otherwise owned by the Borrower or any Subsidiary or in which the Borrower or any Subsidiary has any rights or interests, in each case, without regard to where such assets or interests are located: (a) student loans, (b) personal loans, (c) mortgage loans, (d) servicing rights, (e) residual bonds, (f) credit card receivables, (g) receivables assets, (h) franchise fees, royalties and other similar payments made related to the use of trade names and other intellectual property, business support, training and other services, (i) revenues related to distribution and merchandising of the products of the Borrower and its Subsidiaries, (j) intellectual property rights relating to the generation of any of the types of assets listed in this definition, (k) [reserved], (l) any securities issued by, and any Equity Interests of, any Special Purpose Financing Subsidiary or any Subsidiary of a Special Purpose Financing Subsidiary and any rights under any limited liability company agreement, trust agreement, shareholders agreement, organizational or formation documents or other agreement entered into in furtherance of the organization of such entity, (m) any fixed income debt or equity securities, (n) any income relating to any of the foregoing, and (o) any other assets and property to the extent customarily included in securitization transactions of the relevant type in the applicable jurisdictions (as determined by the Borrower in good faith).

“Foreign Lender” means any Lender whose interest in any Obligation is treated for U.S. federal income tax purposes as owned by a Person that is not a U.S. Person.

“Foreign Subsidiary” means any Subsidiary that is organized under the laws of any jurisdiction other than any Subsidiary organized under any political subdivision of the United States.

“Fronting Exposure” means, at any time there is a Defaulting Lender, with respect to any Issuing Bank, such Defaulting Lender’s Applicable Percentage of the Letter of Credit Usage other than Letter of Credit Usage as to which such Defaulting Lender’s participation obligation has been reallocated to other Non-Defaulting Lenders or Cash Collateralized in accordance with the terms hereof.

“GAAP” means generally accepted accounting principles in the United States of America.

“Governmental Acts” means any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority.

“Governmental Authority” means the government of the United States of America, any other nation or 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).

“Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness; provided, that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business, or customary indemnification obligations entered into in connection with any acquisition or disposition of assets or of other entities (other than to the extent that the primary obligations that are the subject of such indemnification obligation would be considered Indebtedness hereunder).

“Guarantor” means any Domestic Subsidiary of the Borrower that has delivered a Guaranty or a joinder agreement to a Guaranty pursuant to Section 5.10(a) hereof.

“Guaranty” means a guaranty agreement in substantially the form of Exhibit E hereto.

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“Immaterial Subsidiary” means, at any date of determination, any Subsidiary of the Borrower (a) whose Total Assets as of the most recent available quarterly or year-end financial statements do not exceed 5% of the Total Assets of the Borrower and its Subsidiaries at such date and (b) whose revenues for the most recently ended four-quarter period for which financial statements are available do not exceed 5% of the consolidated revenues of the Borrower and its Subsidiaries for such period, in each case determined in accordance with GAAP; provided that (i) the Total Assets of all such Subsidiaries as of the most recent available quarterly or year-end financial statements shall not exceed 12.5% of the Total Assets of the Borrower and its Subsidiaries at such date and (ii) the total revenues of all such Subsidiaries for the most recently ended four-quarter period for which financial statements are available shall not exceed 12.5% of the consolidated revenues of the Borrower and its Subsidiaries for such period, in each case determined in accordance with GAAP. For any determination made as of or prior to the time any Person becomes an indirect or direct Subsidiary of

Borrower, such determination and designation shall be made based on financial statements provided by or on behalf of such Person in connection with the acquisition of such Person or such Person’s assets. The Borrower may change the designation of any Subsidiary as an Immaterial Subsidiary (and, to the extent that existing designated Immaterial Subsidiaries do not meet the limits provided above, the Borrower shall change such designation) by providing notice to the Administrative Agent; provided that any Restricted Subsidiary of Borrower formed or acquired after the Effective Date, as applicable, that meets the requirements of an “Immaterial Subsidiary” set forth herein shall be deemed designated as an “Immaterial Subsidiary” (without any requirement for any further notice to the Administrative Agent) unless the Borrower otherwise notifies the Administrative Agent in writing.

“Increased Amount Date” has the meaning set forth in Section 2.18(a).

“Incremental Available Amount” means $550,000,000.

“Indebtedness” of any Person at any date means, 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 current trade payables incurred in the ordinary course of such Person’s business and excluding payroll liabilities, deferred compensation obligations, purchase price adjustments, royalties and earn-outs and other contingent or deferred payments of a similar nature), (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 of such Person, (f) Purchase Money Indebtedness of such Person, (g) all obligations of such Person, contingent or otherwise, as an account party or applicant under or in respect of bankers’ acceptances, letters of credit, surety bonds or similar arrangements, (h) all Guarantees of such Person in respect of obligations of the kind referred to in clauses (a) through (g) above, and (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 or acquired by such Person, whether or not such Person has assumed or become liable for the payment of such obligation; provided that Indebtedness shall not include (x) obligations incurred under, in respect of or in connection with Permitted Asset-Based Financings or (y) obligations with respect to any Third Party Funds; provided, further, that any Indebtedness that is collateralized by a Letter of Credit, bankers acceptances or similar arrangement for which the Borrower or any Restricted Subsidiary is an account party or applicant shall be treated as only one item of Indebtedness in an amount equal to the greater of the maximum aggregate principal amount of such Indebtedness or the amount of such backstop Letter of Credit bankers’ acceptance or similar arrangement.

“Indemnified Taxes” means (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 (a), Other Taxes.

“Indemnitee” has the meaning set forth in Section 9.03(b).

“Information” has the meaning set forth in Section 9.12(a).

“Interest Election Request” has the meaning set forth in Section 2.05(b).

“Interest Payment Date” means (a) with respect to any ABR Loan, the last day of each March, June, September and December and (b) with respect to any Eurodollar Loan or EURIBOR Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurodollar Borrowing or EURIBOR Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period.

“Interest Period” means, with respect to any Eurodollar Borrowing or EURIBOR Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one, two, three or six months (or, with the consent of each Lender, twelve months or less than one month) thereafter, as the Borrower may elect; provided that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day and (ii) any Interest Period pertaining to a Eurodollar Borrowing or EURIBOR Borrowing that commences 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 of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

“Interest Rate Determination Date” means, with respect to any Interest Period, the date that is two Business Days prior to the first day of such Interest Period.

“Investment” means any loan, advance, extension of credit (by way of Guarantee or otherwise) or capital contributions by the Borrower or any of its Restricted Subsidiaries to any other Person. For the avoidance of doubt, notwithstanding anything to the contrary herein, the value of any Investment shall be deemed to be the original cost of such Investment plus the cost of all additions thereto, without any adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment; provided, that the value of such Investment shall be net of cash return received after the Effective Date as a result of any sale for cash, repayment, redemption, liquidation, distribution or other cash realization, not to exceed the original cost of such Investment.

“IPO” means a bona fide underwritten sale to the public or a direct listing on a public exchange of Qualified Equity Interests of the Public Company pursuant to a registration statement (other than on Form S-8 or any other form relating to securities issuable under any benefit plan of the Borrower or any of its Subsidiaries, as the case may be) that is declared effective by the Securities and Exchange Commission.

“IRS” means the United States Internal Revenue Service.

“ISP 98” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be acceptable to the applicable Issuing Bank and in effect at the time of issuance of such Letter of Credit).

“Issuing Bank” means each Lender (or affiliate thereof) with a Letter of Credit Issuer Sublimit on Schedule 2.01 hereof, as Issuing Bank hereunder, and any other Lender (or affiliate thereof) that shall agree in writing, at the request of the Borrower and with the consent of the Administrative Agent, to become an “Issuing Bank”, in each case together with its permitted successors and assigns in such capacity.

“Joinder Agreement” means a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent.

“Joint Venture” means an Investment pursuant to which the Borrower or a Restricted Subsidiary acquires less than the total amount of Equity Interests or other ownership interests in any Person and, after giving effect such Investment, such Person is not a “Subsidiary” of the Borrower or such Restricted Subsidiary.

“Judgment Currency” has the meaning set forth in Section 9.19.

“Lenders” means the Persons listed on Schedule 2.01 and any other Person that shall have become a party hereto pursuant to an Assignment and Assumption as an assignee, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption.

“Letter of Credit” means a standby letter of credit issued or to be issued by an Issuing Bank pursuant to this Agreement in such form and substance as may be approved from time to time by the applicable Issuing Bank. Letters of Credit will only be issued in Dollars or any other Permitted Foreign Currency.

“Letter of Credit Disbursement” means a payment made by an Issuing Bank pursuant to a Letter of Credit.

“Letter of Credit Fee” has the meaning set forth in Section 2.09.

“Letter of Credit Issuer Sublimit” means (i) with respect to each Issuing Bank as of the Effective Date, as set forth on Schedule 2.01, and (ii) with respect to any other Issuing Bank, an amount as shall be agreed to by the Administrative Agent, such Issuing Bank and the Borrower.

“Letter of Credit Sublimit” means the lesser of (i) $200,000,000 and (ii) the aggregate unused amount of the Commitments then in effect.

“Letter of Credit Usage” means, as at any date of determination, the sum of (i) the Dollar Equivalent of the maximum aggregate amount which is, or at any time thereafter may become, available for drawing under all Letters of Credit then outstanding and (ii) the Dollar Equivalent of the aggregate amount of all drawings under Letters of Credit honored by an Issuing Bank and not theretofore reimbursed by or on behalf of the Borrower. The Letter of Credit Usage of any Lender at any time shall be such Lender’s Applicable Percentage of the aggregate Letter of Credit Usage at such time.

“Leverage Ratio” means, as of any date, the ratio of (i) the total Indebtedness of the Borrower and its Restricted Subsidiaries on such date to (ii) Consolidated Tangible Net Worth on such date.

“LIBO Rate” means, for any Interest Rate Determination Date with respect to an Interest Period (or, solely for purposes of clause (iii) in the defined term “Alternate Base Rate,” for purposes of determining the Alternate Base Rate as of any date) for a Eurodollar Borrowing in any currency, the rate per annum determined by the Administrative Agent on the basis of the rate for deposits in such currency for a period equal to such Interest Period commencing on the first day of such Interest Period as administered by the ICE Benchmark Administration (or any other Person that takes over the administration of such rate for the relevant currency) appearing on Reuters Screen LIBOR01 page (or any successor page) as of approximately 11:00 a.m., London, England time, on such Interest Rate Determination Date; provided that, in the event such rate does not appear on such page or service or if such page or service shall cease to be available, the LIBO Rate shall be determined by the Administrative Agent by reference to such other comparable publicly available service for displaying LIBO rates as may be selected by the Administrative Agent, or, in the absence of such availability, the arithmetic mean of the rates (rounded upward to the nearest 1/100th of 1%) as supplied to Administrative Agent at its request and quoted by the reference banks appointed by the Administrative Agent in consultation with the Borrower to leading banks who consent to such appointment in the London interbank market for deposits in such currency of a duration equal to the duration of such Interest Period, on such Interest Rate Determination Date.

“Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, and (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset.

“Limited Conditionality Acquisition” means any acquisition not prohibited by this Agreement whose consummation is not conditioned on the availability of, or on obtaining, third party financing.

“Liquidity” means, at any date of determination, the sum of (i) the amount of Unrestricted cash and Cash Equivalents of the Borrower and its Restricted Subsidiaries on such date and (ii) the aggregate unused amount of the Commitments then in effect (but only to the extent that the Borrower could satisfy the conditions to Borrowing at such time).

“Loan Documents” means this Agreement (including any amendment hereto or waiver hereunder), the Notes (if any), any Joinder Agreement, any Guaranty, any joinder agreements to any Guaranty delivered pursuant to Section 5.10(a) hereof and any other agreement, instrument or document executed after the date hereof and designated by its terms as a Loan Document.

“Loan Parties” means the Borrower and the Guarantors.

“Loans” means the revolving loans made by the Lenders to the Borrower pursuant to this Agreement.

“Local Time” means (a) with respect to any Loan or Borrowing denominated in Dollars or any Letter of Credit denominated in Dollars, New York City time, and (b) with respect to any Loan or Borrowing denominated in a Permitted Foreign Currency or any Letter of Credit denominated in a Permitted Foreign Currency, London time.

“Material Adverse Effect” means a material adverse effect on (a) the business, property, financial condition or results of operations of the Borrower and the Restricted Subsidiaries taken as a whole, (b) the ability of the Borrower or any other Loan Party to perform its payment obligations under any Loan Document to which it is a party and (c) the rights of or remedies available to the Agents and the Lenders under the terms of this Agreement or any Guaranty.

“Material Domestic Subsidiary” means a wholly-owned Domestic Subsidiary that is neither (a) an Immaterial Subsidiary nor (b) a Special Purpose Financing Subsidiary.

“Material Indebtedness” means Indebtedness (other than any Indebtedness under the Loan Documents and other than Indebtedness among the Borrower and its Subsidiaries), or obligations in respect of one or more Swap Agreements, of any one or more of the Borrower and its Restricted Subsidiaries in a principal amount exceeding $100,000,000. For purposes of determining Material Indebtedness, the “principal amount” of the obligations of the Borrower or any Restricted Subsidiary in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or such Restricted Subsidiary would be required to pay if such Swap Agreement were terminated at such time.

“Material Intellectual Property” means any intellectual property that, in the good faith judgment of the Borrower, the loss of which would reasonably be expected to result in a Material Adverse Effect.

“Maturity Date” means September 27, 2023, as such date may be extended with respect to any Commitment pursuant to Section 2.20.

“Maximum Rate” has the meaning set forth in Section 9.13.

“Moody’s” means Moody’s Investors Service, Inc., or any successor thereto.

“Multiemployer Plan” means any multiemployer plan as defined in Section 4001(a)(3) of ERISA, which is contributed to by (or to which there is or could be an obligation to contribute of) the Borrower or a Restricted Subsidiary or an ERISA Affiliate, and each such plan for the five-year period immediately following the latest date on which the Borrower, or a Restricted Subsidiary or an ERISA Affiliate contributed to or had an obligation to contribute to such plan.

“New Commitments” has the meaning set forth in Section 2.18(a).

“New Extending Lender” has the meaning set forth in Section 2.20.

“New Lender” has the meaning set forth in Section 2.18(a).

“New Loan” has the meaning set forth in Section 2.18(b).

“Non-Consenting Lender” means any Lender that does not approve any consent, waiver or amendment that (i) requires the approval of all Lenders or all affected Lenders in accordance with the terms of Section 9.02 and (ii) has been approved by the Required Lenders.

“Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender at such time.

“Non-Public Information” means information that has not been disseminated in a manner making it available to investors generally, within the meaning of Regulation FD.

“Non-U.S. Plan” means any plan, fund (including, without limitation, any superannuation fund) or other similar program established, contributed to (regardless of whether through direct contributions or through employee withholding) or maintained outside the United States by the Borrower or one or more Restricted Subsidiaries primarily for the benefit of employees of the Borrower or such Restricted Subsidiaries residing outside the United States, which plan, fund or other similar program provides, or results in, retirement income, a deferral of income in contemplation of retirement or payments to be made upon termination of employment, and which plan is not subject to ERISA or the Code.

“Note” has the meaning set forth in Section 2.07(e).

“Obligations” means all amounts owing by any Loan Party to the Administrative Agent, any Issuing Bank or any Lender pursuant to the terms of this Agreement or any other Loan Document (including all interest which accrues after the commencement of any case or proceeding in bankruptcy after the insolvency of, or for the reorganization of the Borrower or any of its Subsidiaries, whether or not allowed in such case or proceeding).

“Other Connection Taxes” means, 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 solely 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). For the avoidance of doubt, Taxes described in clause (a) of the definition of Excluded Taxes constitute Other Connection Taxes.

“Other Taxes” means any and all present or future stamp, court or documentary taxes or any other excise, property, intangible, recording, filing or similar Taxes which 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, this Agreement and the other Loan Documents; excluding, however, such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than such taxes imposed with respect to an assignment that occurs as a result of the Borrower’s request pursuant to Section 2.16(b)).

“Participant” has the meaning set forth in Section 9.04(c)(i).

“Participant Register” has the meaning set forth in Section 9.04(c)(iii).

“Participating Lender” has the meaning set forth in Section 2.19(e).

“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

“Pension Plan” means any “employee pension benefit plan” within the meaning of Section 3(2) of ERISA, other than a Multiemployer Plan, that is subject to Title IV of ERISA, Section 412 of the Code or Section 302 of ERISA and is maintained in whole or in part by the Borrower, any

Restricted Subsidiary or any ERISA Affiliate or with respect to which any of the Borrower, any Restricted Subsidiary or any ERISA Affiliate has actual or contingent liability.

“Permitted Acquisition” means any transaction or series of related transactions resulting in the acquisition by the Borrower or any of its Restricted Subsidiaries, whether by purchase, merger or otherwise, of all or substantially all of the assets or Equity Interests of, or a business line or unit or a division of, any Person; provided that

(a) immediately prior to, and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would result therefrom;

(b) the Borrower shall take, or shall cause to be taken, each of the actions set forth in Section 5.10(a), if applicable, within the time period stated in Section 5.10(a); and

(c) any Person or assets or division as acquired in accordance herewith shall be engaged in or related to a business permitted under Section 6.03(b).

“Permitted Asset-Based Financing” means (a) any arrangements, including but not limited to credit agreements, Warehouse Facilities and repurchase agreements, in existence on the Effective Date and entered into by the Borrower or any Subsidiary for the purpose of financing the origination of loan products or monetizing any Financing Assets (the “Effective Date Financing Arrangements”); (b) any other arrangement existing on or entered into after the Effective Date that is similar to the Effective Date Financing Arrangements (as determined in good faith by the Borrower); (c) any asset-backed securitization transaction in which the Borrower or a Subsidiary sells or transfers Financing Assets to a Special Purpose Financing Subsidiary, which issues debt and/or equity interests (rated or unrated) secured by the cash flows from such Financing Assets; (d) any credit facility, repurchase arrangement, warehouse or other similar financing arrangement (as determined in good faith by the Borrower) initiated by the Borrower or any Subsidiary pursuant to which the Borrower or such Subsidiary, either directly or through one or more Subsidiaries, sells or pledges Financing Assets in return for advances, loans or other borrowings against such Financing Assets, (e) any hedge, swap, synthetic risk transfer or other derivative transaction designed to finance or refinance Financing Assets or (f) any transfer or sale (either directly or indirectly, including through a special purpose entity established by the Borrower or an Affiliate of the Borrower) of one or more Financing Assets, or a participation interest in Financing Assets, in the ordinary course of business.

“Permitted Encumbrances” means:

(a) Liens imposed by law for taxes, assessments or governmental charges or levies that are not yet delinquent or are being contested in compliance with Section 5.04;

(b) carriers’, warehousemen’s, mechanics’, materialmen’s, landlord’s, supplier’s, repairmen’s and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than 60 days or are being contested in good faith;

(c) pledges and deposits made (i) in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations or employment laws or to secure other public, statutory or regulatory obligations and (ii) in respect of letters of credit, bank guarantees or similar instruments issued for the account of any Loan Party or

any Restricted Subsidiary in the ordinary course of business supporting obligations of the type set forth in clause (c)(i) above;

(d) pledges and deposits to (i) secure the performance of bids, trade and commercial contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case incurred in the ordinary course of business and (ii) in respect of letters of credit, bank guarantees or similar instruments issued for the account of the Borrower or any Subsidiary in the ordinary course of business supporting obligations of the type set forth in clause (d)(i) above;

(e) judgment liens in respect of judgments that do not constitute an Event of Default under Section 7.01(k) and Liens securing appeal or surety bonds related to such judgments;

(f) easements, zoning restrictions, rights-of-way, building ordinances, encroachments, title defects and other irregularities, governmental restrictions on the use of property or conduct of business and Liens in favor of Governmental Authorities and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the value of the affected property or interfere with the ordinary conduct of business of the Borrower or any Restricted Subsidiary;

(g) Uniform Commercial Code financing statements filed (or similar filings under applicable law) solely as a precautionary measure in connection with operating leases or other obligations not constituting Indebtedness;

(h) Liens arising in respect of Third Party Funds; and

(i) Liens on cash or Investments permitted hereunder securing Swap Agreements in the ordinary course of business submitted for clearing in accordance with applicable requirements of any Governmental Authority or self-regulatory organization.

“Permitted Financing Documents” means all documents and agreements evidencing, relating to or otherwise governing a Permitted Asset-Based Financing, as the same may be amended, extended, renewed, restated, supplemented, or otherwise modified from time to time.

“Permitted Foreign Currency” means, with respect to any Loans or Letter of Credit, Euros and any foreign currency reasonably requested by the Borrower from time to time and in which each Lender (in the case of Loans to be denominated in such other currency) and each applicable Issuing Bank (in the case of any Letters of Credit to be denominated in such other currency) has reasonably agreed, in accordance with its policies and procedures in effect at such time, to lend Loans or issue Letters of Credit as applicable.

“Permitted Holders” means (a) holders of Equity Interests in the Borrower as of the Effective Date, (b) each of the respective Affiliated Persons of the Person referred to in clause (a), and (c) any group (within the meaning of the Securities Exchange Act and the rules of the Securities and Exchange Commission thereunder) Controlled by any Person or Persons referred to in clauses (a) or (b).

“Permitted Investments” means:

(a) direct obligations of the United States of America or any member of the European Union or any agency thereof or obligations guaranteed by the United States of America or any member of the European Union or any agency thereof, in each case with maturities not exceeding two years from the date of acquisition thereof; (b) time deposit accounts, certificates of deposit, money market deposits, banker’s acceptances and other bank deposits maturing within 180 days of the date of acquisition thereof issued by a bank or trust company that is organized under the laws of the United States of America, any state thereof or any foreign country recognized by the United States of America having capital, surplus and undivided profits in excess of $250,000,000 and whose long-term debt, or whose parent holding company’s long-term debt, is rated A (or such similar equivalent rating or higher by at least one nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act));

(c) repurchase obligations with a term of not more than 180 days for underlying securities of the types described in clause (a) above entered into with a bank meeting the qualifications described in clause (b) above;

(d) commercial paper, maturing not more than one year after the date of acquisition, issued by a corporation (other than an Affiliate of the Borrower) organized and in existence under the laws of the United States of America or any foreign country recognized by the United States of America with a rating at the time as of which any investment therein is made of P 1 (or higher) according to Moody’s, or A 1 (or higher) according to S&P (or such similar equivalent rating or higher by at least one nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act));

(e) securities with maturities of two years or less from the date of acquisition, issued or fully guaranteed by any State, commonwealth or territory of the United States of America, or by any political subdivision or taxing authority thereof, and rated at least A by S&P or A by Moody’s (or such similar equivalent rating or higher by at least one nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act));

(f) shares of mutual funds whose investment guidelines restrict 95% of such funds’ investments to those satisfying the provisions of clauses (a) through (e);

(g) money market funds that (i) comply with the criteria set forth in Rule 2a 7 under the Investment Company Act of 1940, (ii) are rated AAA by S&P and Aaa by Moody’s and (iii) have portfolio assets of at least $1,000,000,000;

(h) time deposit accounts, certificates of deposit, money market deposits, banker’s acceptances and other bank deposits in an aggregate face amount not in excess of 0.5% of the total assets of the Borrower and the Subsidiaries, on a consolidated basis, as of the end of the Borrower’s most recently completed fiscal year; and

(i) instruments equivalent to those referred to in clauses (a) through (h) above denominated in any foreign currency comparable in credit quality and tenor to those referred to above and commonly used by corporations for cash management purposes in any jurisdiction outside the United States of America to the extent reasonably required in connection with any business conducted by the Borrower or Restricted Subsidiary or any organized in such jurisdiction.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Plan” means any “employee benefit plan” as defined in Section 3 of ERISA (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA maintained or contributed to by the Borrower, a Restricted Subsidiary or any ERISA Affiliate or to which the Borrower, a Restricted Subsidiary or an ERISA Affiliate has or could have an obligation to contribute, and each such plan subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA for the five-year period immediately following the latest date on which the Borrower, a Restricted Subsidiary or an ERISA Affiliate maintained, contributed to or had an obligation to contribute to (or is deemed under Section 4069 of ERISA to have maintained or contributed to or to have had an obligation to contribute to, or otherwise to have liability with respect to) such plan.

“Platform” has the meaning set forth in Section 9.01(d).

“Prime Rate” means the rate of interest published by the Wall Street Journal, from time to time, as the prime rate. The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer. The Administrative Agent or any Lender may make commercial loans or other loans at rates of interest at, above or below the Prime Rate.

“Principal Office” for each of the Administrative Agent and any Issuing Bank, means the office of the Administrative Agent and such Issuing Bank as set forth in Section 9.01(a), or such other office or office of a third party or sub-agent, as appropriate, as such Person may from time to time designate to Borrower and each Lender upon two Business Days’ written notice.

“Projections” has the meaning set forth in Section 3.12.

“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.

“Public Company” means, after the IPO, the Person that shall have issued Equity Interests pursuant to such IPO (such person being either the Borrower or any direct parent company of the Borrower).

“Public Lenders” means Lenders that do not wish to receive material non-public information with respect to the Borrower, the Subsidiaries or its or their securities.

“Purchase Money Indebtedness” means Indebtedness incurred to finance the acquisition, construction or improvement of any fixed or capital asset to the extent incurred prior to or within 180 days following such acquisition, construction or improvement.

“Qualified Equity Interests” means Equity Interests other than Disqualified Equity Interests.

“Qualifying IPO” means an IPO in which the Borrower raises gross primary proceeds, or lists shares with an aggregate value at the time of such listing, of at least $200,000,000.

“Recipient” means (a) the Administrative Agent, (b) any Lender and (c) any Issuing Bank, as applicable.

“Refinancing Indebtedness” means refinancings, extensions, renewals, or replacements of Indebtedness so long as (i) such refinancings, renewals, or extensions do not result in an increase in the principal amount of the Indebtedness so refinanced, renewed, or extended, other than by the amount equal to premium or other amount paid, and fees and expenses incurred, in connection with such refinancing, extensions, renewals or replacements and by the amount of unfunded commitments with respect thereto, (ii) the final maturity date of the Refinancing Indebtedness is not earlier than the original Indebtedness being refinanced, (iii) the Refinancing Indebtedness is incurred by Persons who are the obligors of the original Indebtedness being refinanced and (iv) the terms of any such Refinancing Indebtedness that are not substantially identical to the original Indebtedness being refinanced are not materially more favorable (taken as a whole) to the investors providing such Refinancing Indebtedness than those applicable to the original Indebtedness being refinanced (except for covenants or other provisions applicable only to periods after the latest Maturity Date existing at the time of incurrence of such Refinancing Indebtedness), as determined by the Borrower in good faith.

“Register” has the meaning set forth in Section 9.04(b)(iv).

“Reimbursement Date” has the meaning set forth in Section 2.19(d).

“Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such Person’s Affiliates.

“Removal Effective Date” has the meaning set forth in Section 8.07(b).

“Representatives” has the meaning set forth in Section 9.12(a).

“Required Lenders” means, at any time, Lenders having more than 50% of the aggregate amount of the Commitments or, if the Commitments shall have been terminated, holding more than 50% of the aggregate outstanding principal amount of the Loans at such time. The Commitment and Loans of any Defaulting Lender shall be disregarded in determining Required Lenders at any time.

“Reset Date” has the meaning set forth in Section 1.05(a).

“Responsible Officer” means any of the President, Chief Executive Officer, Senior Vice President and the most senior financial officer from time to time of the applicable Loan Party, or any person designated by any such Loan Party in writing to the Administrative Agent from time to time, acting singly.

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests in the Borrower or any Restricted Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity Interests in the Borrower. For the avoidance of doubt, the conversion of, or payment for (including, without limitation, payments of principal and payments upon redemption or repurchase), or paying any interest with respect to, any Convertible Notes shall not constitute a Restricted Payment.

“Restricted Subsidiary” means any Subsidiary of the Borrower that is not an Unrestricted Subsidiary.

“S&P” means Standard & Poor’s Ratings Services or any successor thereto.

“Sanctioned Entity” means, at any time, (a) a country, region or territory which is the subject or target of comprehensive Sanctions (including, without limitation, as of the date of this Agreement, Cuba, Iran, North Korea, Sudan, Syria and the Crimea Region of the Ukraine), (b) an agency of the government of a country, (c) an organization directly or indirectly controlled by a country or its government or (d) a person or entity organized in, resident in or determined to be resident in a country or territory, that is subject to or target of comprehensive Sanctions.

“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, by the U.S. Department of State or by the United Nations Security Council, the European Union or any European Union member state, (b) any Person operating an establishment, organized or resident in a country, region or territory which is the subject or target of comprehensive Sanctions, or (c) any Person owned 50% or more or controlled by any such Person or Persons described in the foregoing clauses (a) and (b).

“Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, or (b) the United Nations Security Council, the European Union, Her Majesty’s Treasury of the United Kingdom.

“Solvent” means, with respect to the Borrower and its Restricted Subsidiaries on a particular date, that on such date (a) the fair value of the present assets of the Borrower and its Restricted Subsidiaries, taken as a whole, is greater than the total amount of liabilities, including, without limitation, contingent liabilities, of the Borrower and its Restricted Subsidiaries, taken as a whole, (b) the present fair saleable value of the assets of the Borrower and its Restricted Subsidiaries, taken as a whole, is not less than the amount that will be required to pay the probable liability of the Borrower and its Restricted Subsidiaries, taken as a whole, on their debts as they become absolute and matured, (c) the Borrower and its Restricted Subsidiaries, taken as a whole, do not intend to, and do not believe that they will, incur debts or liabilities (including current obligations and contingent liabilities) beyond their ability to pay such debts and liabilities as they mature in the ordinary course of business and (d) the Borrower and its Restricted Subsidiaries, taken as a whole, are not engaged in business or a transaction, and are not about to engage in business or a transaction, in relation to which their property would constitute an unreasonably small capital. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual under Statement of Financial Accounting Standard No. 5 (ASC 450)).

“Special Purpose Financing Subsidiary” means (i) a direct or indirect Subsidiary of the Borrower established in connection with a Permitted Asset-Based Financing (including the issuers of the Effective Date Financing Arrangements) for the acquisition, sale or financing of Financing Assets or interests therein, and which is organized in a manner (as determined by the Borrower in good faith)

intended to reduce the likelihood that it would be substantively consolidated with the Borrower or any of the Subsidiaries (other than Special Purpose Financing Subsidiaries) in the event the Borrower or any such Subsidiary becomes subject to a proceeding under the U.S. Bankruptcy Code (or other insolvency law) and (ii) any subsidiary of a Special Purpose Financing Subsidiary.

“Specified Event of Default” means an Event of Default of the type described in Section 7.01(a) or 7.01(b) or, with respect to the Borrower, a Bankruptcy Event.

“Subsidiary” means any subsidiary of the Borrower.

“subsidiary” means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent and which is required by GAAP to be consolidated in the consolidated financial statements of the parent.

“Swap Agreement” means any agreement with respect to any swap, forward, future or derivative transaction or option or similar 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.

“Taxes” means any and 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.

“Third Party Funds” means any accounts or funds, or any portion thereof, received by the Borrower or any of the Restricted Subsidiaries as agent on behalf of third parties in accordance with a written agreement that imposes a duty upon the Borrower or one or more of the Restricted Subsidiaries to collect and remit those funds to such third parties.

“Total Assets” means the total assets of the Borrower and its Restricted Subsidiaries on a consolidated basis, as shown on the most recent balance sheet of the Borrower delivered pursuant to Section 5.01(a) or 5.01(b).

“Total Exposure” means, for any Lender at any time, the sum of (i) the Dollar Equivalent of the aggregate principal amount of all outstanding Loans of such Lender plus (ii) such Lender’s Applicable Percentage of the Letter of Credit Usage.

“Trade Date” has the meaning set forth in Section 9.04(b)(ii)(G).

“Transactions” means the execution, delivery and performance by the Loan Parties of each Loan Document to which it is a party and the borrowing of Loans by the Borrower on the Effective Date.

“Type” means, when used in reference to any Loan or Borrowing, whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Alternate Base Rate or the Adjusted LIBO Rate.

“Unfunded Pension Liability” means the excess of a Pension Plan’s benefit liabilities under Section 4001(a)(16) of ERISA, over the current value of that Pension Plan’s assets, determined in accordance with the assumptions used for funding the Pension Plan pursuant to Section 412 of the Code for the applicable plan year.

“Unreimbursed Amount” has the meaning set forth in Section 2.19(d).

“Unrestricted” means, when referring to cash or Cash Equivalents, that such cash or Cash Equivalents (a) do not appear (or would be required to appear) as “restricted” on the consolidated balance sheet of the Borrower, (b) are not subject to any Lien, other than non-consensual Liens arising by operation of law or Liens permitted under Section 6.02(k) hereof and (c) are otherwise generally available for use by the Borrower or any Restricted Subsidiary.

“Unrestricted Subsidiaries” means any Subsidiary of the Borrower that, at the time of determination, has previously been designated, and continues to be, an Unrestricted Subsidiary in accordance with Section 5.11.

“Unused Commitment Fee” has the meaning set forth in Section 2.09(a).

“USA Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. No. 107-56 (signed into law October 26, 2001)), as amended from time to time.

“U.S.” and “United States” means the United States of America.

“U.S. Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.

“U.S. Tax Compliance Certificate” has the meaning set forth in Section 2.14(g)(ii)(B).

“Warehouse Facility” means any debt facility entered into by the Borrower or any Subsidiary for the purpose of financing the origination of loan products.

“Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Title IV of ERISA.

“Withholding Agent” means any Loan Party, the Administrative Agent and any other applicable withholding agent.

“Write-Down and Conversion Powers” means, 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.

Section 1.02 Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Type (e.g., a “Eurodollar Loan”). Borrowings also may be classified and referred to by Type (e.g., a “Eurodollar Borrowing”).

Section 1.03 Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented or otherwise modified (subject to any restrictions on such amendments, amendments and restatements, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) except as otherwise specified with respect to the schedules to the Disclosure Letter, all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (e) 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, securities, accounts and contract rights and (f) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time.

Section 1.04 Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision shall have been amended to account for any such change following good faith negotiations between the Borrower and the Administrative Agent. Notwithstanding the foregoing, all financial covenants contained herein shall be calculated (1) without giving effect to any election under the Statement of Financial Accounting Standards No. 159 (ASC 825) (or any similar accounting principle) permitting or requiring a Person to value its financial liabilities or Indebtedness at the fair value thereof and (2) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof.

Section 1.05 Exchange Rates; Currency Equivalents.

(a) Not later than 1:00 p.m., New York City time, on each Calculation Date, the Administrative Agent shall (i) determine the Exchange Rate as of such Calculation Date with respect to the applicable Permitted Foreign Currency and (ii) give notice thereof to the applicable Issuing Bank and the Borrower. The Exchange Rates so determined shall become effective in the case of each subsequent Calculation Date, on the first Business Day immediately following such Calculation Date (a “Reset Date”), shall remain effective until the next succeeding Reset Date and shall for all purposes of this Agreement (other than any provision expressly requiring the use of a current exchange rate) be the Exchange Rates employed in converting any amounts between Dollars and any Permitted Foreign Currency.

(b) Solely for purposes of Article II and related definitional provisions to the extent used therein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as determined by the Administrative Agent and notified to the applicable Issuing Bank and the Borrower in accordance with Section 1.05(a). Amounts denominated in a Permitted Foreign Currency will be converted to Dollars for the purposes of calculating the Leverage Ratio at the Exchange Rate as of the date of calculation.

Section 1.06 Electronic Execution of Documents. The words “execution,” “signed,” “signature,” and words of like import in any Loan Document or any agreement entered into in connection therewith, including any Assignment and Assumption, or any notice, certificate or other instrument delivered in connection therewith shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

ARTICLE II

THE CREDITS

Section 2.01 Commitments. Subject to the terms and conditions set forth herein, each Lender severally agrees to make Loans in Dollars or in any Permitted Foreign Currency to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (a) the aggregate outstanding Dollar Equivalent amount of such Lender’s Loans exceeding such Lender’s Commitment, (b) the sum of the Aggregate Total Exposure exceeding the total Commitments or (c) any Lender’s Total Exposure exceeding such Lender’s Commitment; provided that the Borrower shall not request, and the Lenders shall not be required to fund, a Loan that is denominated in a Permitted Foreign Currency if, after the making of such Loan, the Dollar Equivalent of the aggregate principal amount of all Loans and Letters of Credit then outstanding that are denominated in a Permitted Foreign Currency (including such requested Loan) would exceed $200,000,000. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Loans.

Section 2.02 Loans and Borrowings.

(a) Each Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders in accordance with their respective Applicable Percentages. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required.

(b) Subject to Section 2.11, (i) each Borrowing denominated in Dollars shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request in accordance herewith, (ii) each Borrowing denominated in Euros shall be comprised entirely of EURIBOR Loans, and (iii) each Borrowing denominated in any Permitted Foreign Currency (other than Euros) shall be comprised entirely of Eurodollar Loans. Each Lender at its option may make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement.

(c) At the commencement of each Interest Period for any Eurodollar Borrowing or EURIBOR Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum. At the time that each ABR Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum; provided that an ABR Borrowing may be in an aggregate amount that is equal to the entire unused balance of the total Commitments. Borrowings of more than one Type may be outstanding at the same time; provided that there shall not at any time be more than a total of ten Eurodollar Borrowings or EURIBOR Borrowings outstanding; provided, further, that there shall be no limit to the number of ABR Borrowings outstanding at any time.

(d) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Section 2.03 Requests for Borrowings. To request a Borrowing, the Borrower shall notify the Administrative Agent of such request by hand delivery, telecopy or other electronic transmission to the Administrative Agent of a written borrowing request in substantially the form of Exhibit B attached hereto (a “Borrowing Request”) (a) in the case of a Eurodollar Borrowing denominated in Dollars or a EURIBOR Borrowing, not later than 1:00 p.m. Local Time three Business Days before the date of the proposed Borrowing, (b) in the case of a Eurodollar Borrowing denominated in any Permitted Foreign Currency (other than Euros), not later than 1:00 p.m., Local Time, four Business Days before the date of the proposed Borrowing or (c) in the case of an ABR Borrowing, not later than 12:00 p.m. (New York City time) on the date of the proposed Borrowing. Each such Borrowing Request shall be signed by the Borrower and shall specify the following information in compliance with Section 2.02:

(i) the aggregate amount and currency of the requested Borrowing;

(ii) the date of such Borrowing, which shall be a Business Day;

(ii) whether such Borrowing is to be an ABR Borrowing, a Eurodollar Borrowing or a EURIBOR Borrowing;

(iv) in the case of a Eurodollar Borrowing or a EURIBOR Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and

(v) the location and number of the account or accounts to which funds are to be disbursed, which shall comply with the requirements of Section 2.04.

If no election as to the Type of Borrowing is specified other than Borrowings denominated in a Permitted Foreign Currency, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing or EURIBOR Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. If no currency is specified with respect to any requested Loan, the Borrower shall be deemed to have selected Dollars. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. Except as otherwise provided herein, a Borrowing Request for a Eurodollar Borrowing or a EURIBOR Borrowing shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance therewith. As soon as practicable after 10:00 a.m., New York City time, on each Interest Rate Determination Date, the Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the Eurodollar Borrowing or EURIBOR Borrowing for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender.

Section 2.04 Funding of Borrowings.

(a) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 2:00 p.m. Local Time to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to an account or accounts designated by the Borrower in the applicable Borrowing Request.

(b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s Applicable Percentage of such Borrowing, the Administrative Agent may assume that such Lender has made such Applicable Percentage available on such date in accordance with paragraph (a) of this Section and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its Applicable Percentage of the applicable Borrowing available to the Administrative Agent, then the applicable 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 such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, (x) in the case of Loans denominated in Dollars, 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 and (y) in the case of Loans denominated in a Permitted Foreign Currency, the rate determined by the Administrative Agent to be the cost to it of funding such amount (which determination will be conclusive absent

manifest error) or (ii) in the case of the Borrower, the interest rate applicable to (A) in the case of Loans denominated in Dollars, ABR Loans and (B) in the case of Loans denominated in a Permitted Foreign Currency, the interest rate applicable to the subject Loan pursuant to Section 2.10. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing.

Section 2.05 Interest Elections.

(a) Each Borrowing of Loans initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurodollar Borrowing or EURIBOR Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrower may elect to convert such Borrowing to a different Type (provided that Eurodollar Borrowings denominated in a Permitted Foreign Currency may not be converted to ABR Borrowings) or to continue such Borrowing and, in the case of a Eurodollar Borrowing or EURIBOR Borrowing, may elect Interest Periods therefor, all as provided in this Section. Subject to the limitation set forth in Section 2.02(c), the Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated among the Lenders holding the Loans comprising such Borrowing in accordance with their respective Applicable Percentages, and the Loans comprising each such portion shall be considered a separate Borrowing.

(b) To make an election pursuant to this Section, the Borrower shall notify the Administrative Agent of such election by hand delivery, telecopy or other electronic transmission to the Administrative Agent of a written request (an “Interest Election Request”) in substantially the form of Exhibit C attached hereto by the time that a Borrowing Request would be required under Section 2.03 if the Borrower were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such Interest Election Request shall be signed by the Borrower.

(i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);

(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;

(iii) whether the resulting Borrowing is to be an ABR Borrowing, a Eurodollar Borrowing or a EURIBOR Borrowing; and

(iv) if the resulting Borrowing is a Eurodollar Borrowing or a EURIBOR Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period.”

If any such Interest Election Request requests a Eurodollar Borrowing or a EURIBOR Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration.

(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing. Except as otherwise provided herein, an Interest Election Request for conversion to, or continuation of, any Eurodollar Borrowing or EURIBOR Borrowing shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith.

(e) If the Borrower fails to deliver a timely Interest Election Request with respect to a Eurodollar Borrowing or EURIBOR Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be continued as a Eurodollar Borrowing or a EURIBOR Borrowing, as applicable, with an Interest Period of one month’s duration. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing, (i) no outstanding Borrowing denominated in Dollars may be converted to or continued as a Eurodollar Borrowing, (ii) unless repaid, each Eurodollar Borrowing denominated in Dollars shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto, and (iii) unless repaid, each Eurodollar Borrowing denominated in a Permitted Foreign Currency (other than Euros) or EURIBOR Borrowing shall be continued as a Eurodollar Borrowing or EURIBOR Borrowing, as applicable, with an Interest Period of one month’s duration.

Section 2.06 Termination and Reduction of Commitments.

(a) Unless previously terminated, the Commitments shall terminate on the Maturity Date.

(b) The Borrower may at any time terminate, or from time to time reduce, the Commitments; provided that (i) each partial reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.08, the sum of the Aggregate Total Exposure would exceed the total Commitments.

(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or another transaction, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be applied to the Lenders in accordance with their respective Applicable Percentages.

(d) If, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit exceeds the amount of the Commitments, such Letter of Credit Sublimit shall be automatically reduced by the amount of such excess (with such reduction applied on a pro rata basis to reduce the Letter of Credit Issuer Sublimit of each Issuing Bank).

Section 2.07 Repayment of Loans; Evidence of Debt.

(a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Loan on the Maturity Date.

(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

(c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.

(d) The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein (absent manifest error); provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement; provided, further, that the Borrower may inspect such accounts upon reasonable request.

(e) Any Lender may request that Loans made by it be evidenced by a promissory note (each such promissory note being called a “Note” and all such promissory notes being collectively called the “Notes”). In such event, the Borrower shall prepare, execute and deliver to such Lender a Note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) in substantially the form of Exhibit D attached hereto. Thereafter, the Loans evidenced by such Note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

Section 2.08 Prepayment of Loans.

(a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty (subject to the requirements of Section 2.13), subject to prior notice in accordance with paragraph (b) of this Section.

(b) The Borrower shall notify the Administrative Agent in writing (including by telecopy or other electronic transmission) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing denominated in Dollars or a EURIBOR Borrowing, not later than 1:00 p.m., Local Time, three Business Days before the date of prepayment, (ii) in the case of a Eurodollar

Borrowing denominated in any Permitted Foreign Currency (other than Euros), not later than 1:00 p.m., Local Time, four Business Days before the date of prepayment or (iii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.06. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Borrowing shall be applied ratably to the Loans of the Lenders in accordance with their respective Applicable Percentages. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.10 and any costs incurred as contemplated by Section 2.13.

(c) If at any time (i) the Aggregate Total Exposure exceeds the total Commitments then in effect (other than as a result of any revaluation of the Dollar Equivalent of Loans or Letter of Credit Usage on any Calculation Date in accordance with Section 1.05) or (ii) the Aggregate Total Exposure exceeds 105% of the total Commitments solely as a result of any revaluation of the Dollar Equivalent of Loans or Letter of Credit Usage on any Calculation Date in accordance with Section 1.05, the Borrower shall promptly prepay the Loans or Cash Collateralize the outstanding amount of Letter of Credit Usage at the Agreed L/C Cash Collateral Amount of all Letter of Credit Usage, as applicable, to the extent necessary so that the Aggregate Total Exposure shall not exceed the Commitments then in effect.

(d) Any prepayment of any Loan pursuant to this Section 2.08 shall be applied as specified by the Borrower in the applicable notice of prepayment.

Section 2.09 Fees.

(a) The Borrower agrees to pay (or in the case of clause (ii), cause the Applicable Account Party to pay) to the Administrative Agent for the account of each Lender (other than any Defaulting Lender) in accordance with its Applicable Percentage (i) an unused commitment fee (the “Unused Commitment Fee”), which shall accrue at the percentage set forth in the definition of “Applicable Rate” on the average daily difference between (x) the Commitments and (y) the aggregate principal amount of (1) all outstanding Loans plus (2) the Letter of Credit Usage during the period from and including the date hereof to but excluding the date on which such Commitment terminates and (ii) a Letter of Credit participation fee (the “Letter of Credit Fee”) equal to the Applicable Rate with respect to Eurodollar Borrowings, multiplied by the average daily undrawn amount of the Letters of Credit (regardless of whether any conditions for drawing could then be met and determined as of the close of business on any date of determination). Accrued fees under this Section 2.09(a) shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the Commitments terminate, commencing on September 30, 2018; provided that any accrued Unused Commitment Fees that remain unpaid after the date on which the Commitments terminate shall be payable on demand. All fees under this Section 2.09(a) shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

(b) The Borrower agrees to pay (or cause the Applicable Account Party to pay) directly to each Issuing Bank, for its own account, the following fees:

(i) a fronting fee equal to 0.125%, per annum based on the average daily undrawn amount on such Letters of Credit issued by such Issuing Bank; and

(ii) such documentary and processing charges for any issuance, amendment, transfer or payment of a Letter of Credit as are in accordance with such Issuing Bank’s standard schedule for such charges and as in effect at the time of such issuance, amendment, transfer or payment, as the case may be.

(iii) The fees in clause (b)(i) above shall be payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year during the Availability Period, commencing on the first such date to occur after the Effective Date, and on the Maturity Date.

(c) The Borrower agrees to pay (i) to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent and (ii) to the Administrative Agent, for the account of each Lender party to this Agreement on the Effective Date, an upfront fee in an amount equal to 0.10% of the aggregate principal amount of such Lender’s Commitments as of the Effective Date, which fee shall be earned, due and payable on the Effective Date .

(d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the parties specified herein. Fees paid shall not be refundable under any circumstances.

Section 2.10 Interest.

(a) The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Rate.

(b) The Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Rate.

(c) The Loans comprising each EURIBOR Borrowing shall bear interest at the Adjusted EURIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Rate.

(d) Notwithstanding the foregoing, at all times when an Event of Default listed in paragraph (a) or (b) of Article 7 has occurred hereunder and is continuing, any overdue amounts outstanding hereunder shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section and (ii) in the case of any other overdue amount, 2% plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section.

(e) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and upon termination of the Commitments; provided that (i) interest accrued pursuant to paragraph (d) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Loan prior to the end of

the Availability Period), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Eurodollar Loan or EURIBOR Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.

(f) Subject to Section 2.19(d), the Borrower agrees to pay to the applicable Issuing Bank, with respect to drawings honored under any Letter of Credit, interest on the amount paid by such Issuing Bank in respect of each such honored drawing from the date such drawing is honored to but excluding the date such amount is reimbursed by or on behalf of the Borrower at a rate equal to (i) for the period from the date such amount is honored to but excluding the applicable Reimbursement Date, the rate of interest otherwise payable hereunder with respect to Loans that are ABR Loans, and (ii) thereafter, a rate which is 2% per annum in excess of the rate of interest otherwise payable hereunder with respect to Loans that are ABR Loans, Eurodollar Loans or EURIBOR Loans (as applicable).

(g) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case, shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate or Adjusted LIBO Rate shall be determined by the Administrative Agent or the applicable Issuing Bank, as the case may be, and such determination shall be conclusive absent manifest error.

Section 2.11 Alternate Rate of Interest; Illegality.

(a) If prior to the commencement of any Interest Period for a Eurodollar Borrowing or EURIBOR Borrowing:

(i) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the Adjusted EURIBO Rate, as the case may be, for such Interest Period; or

(ii) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the Adjusted EURIBO Rate, as the case may be, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone, telecopy or other electronic transmission as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (x) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing or a EURIBOR Borrowing, as the case may be, shall be ineffective, and (y) if any Borrowing Request requests a Eurodollar Borrowing or a EURIBOR Borrowing, as the case may be, such Borrowing (x) if denominated in Dollars, shall be made as an ABR Borrowing or (y) in all other cases, shall be ineffective (and no Lender shall be obligated to make a Loan on account thereof).

(b) If any Lender reasonably determines that any Change in Law has made it unlawful, or that any Governmental Authority has asserted after the Effective Date that it is unlawful, for such Lender or its applicable lending office to make or maintain any Eurodollar Borrowing or EURIBOR Borrowing, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligations of such Lender to make or continue any Eurodollar Borrowing or EURIBOR Borrowing, as the case may be, or to convert ABR Borrowings to Eurodollar Borrowings (if applicable) shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall upon demand from such Lender (with a copy to the Administrative Agent) (i) with respect to Eurodollar Loans of such Lender denominated in Dollars, convert all such Eurodollar Loans of such Lender to ABR Loans, on the last of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Loans (in which case the Borrower shall not be required to make payments pursuant to Section 2.13 in connection with such payment) and (ii) with respect to Eurodollar Loans of such Lender denominated in a Permitted Foreign Currency (other than Euros) or EURIBOR Loans, prepay all such Eurodollar Loans and/or EURIBOR Loans of such Lender, on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Loans or EURIBOR Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Loans (in which case the Borrower shall not be required to make payments pursuant to Section 2.13 in connection with such payment), in each case, as applicable. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different lending office if such designation will avoid the need for such notice and will not, in the determination of such Lender, otherwise be disadvantageous to it.

(c) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in Section 2.11(a) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in Section 2.11(a) have not arisen but either (w) the supervisor for the administrator of the LIBO Rate or the EURIBO Rate, as the case may be, has made a public statement that the administrator of the LIBOR Rate or the EURIBO Rate, as the case may be, is insolvent (and there is no successor administrator that will continue publication of the LIBOR Rate or the EURIBO Rate, as applicable), (x) the administrator of the LIBO Rate or the EURIBO Rate, as the case may be, has made a public statement identifying a specific date after which the LIBO Rate or the EURIBO Rate, as applicable, will permanently or indefinitely cease to be published by it (and there is no successor administrator that will continue publication of the LIBOR Rate or the EURIBO Rate, as applicable), (y) the supervisor for the administrator of the LIBO Rate or the EURIBO Rate, as the case may be, has made a public statement identifying a specific date after which the LIBO Rate or the EURIBO Rate, as the case may be, will permanently or indefinitely cease to be published or (z) the supervisor for the administrator of the LIBO Rate or the EURIBO Rate, as the case may be, or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBO Rate or the EURIBO Rate, as the case may be, may no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the Adjusted LIBO Rate or the Adjusted EURIBO Rate, as the case may be, that gives due consideration to the then prevailing market convention for determining a rate of interest for similar syndicated loan facilities in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable (but for the avoidance of doubt, such

related changes shall not include a reduction of the Applicable Rate); provided that, if such alternate rate of interest as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. Notwithstanding anything to the contrary in Section 9.02, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (c) (but, in the case of the circumstances described in clause (ii) of the first sentence of this Section 2.11(c), only to the extent the LIBO Rate or the EURIBO Rate, as applicable, for the applicable currency and such Interest Period is not available or published at such time on a current basis), (x) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurodollar Borrowing or a EURIBOR Borrowing shall be ineffective and (y) if any Borrowing Request requests a Eurodollar Borrowing or EURIBOR Borrowing, such Borrowing (x) if denominated in Dollars, shall be made as an ABR Borrowing or (y) in all other cases, shall be ineffective (and no Lender shall be obligated to make a Loan on account thereof).

Section 2.12 Increased Costs.

(a) If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any Issuing Bank (except any such reserve requirement reflected in the Adjusted LIBO Rate);

(ii) 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; or

(iii) impose on any Lender, any Issuing Bank or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Eurodollar Loans or EURIBOR Loans made by such Lender or such Issuing Bank;

and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, continuing, converting to or maintaining any Loan (or of maintaining its obligation to make any such Loan) or issuing, amending, extending, increasing or maintaining in place a Letter 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 received or receivable by such Lender, Issuing Bank or other Recipient hereunder (whether of principal, interest or otherwise), then upon the request of such Lender, Issuing Bank or other Recipient, the Borrower will pay to such Lender, Issuing Bank or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, Issuing Bank or other Recipient, as the case may be, for such additional costs incurred or reduction suffered.

(b) If any Lender or any Issuing Bank determines that any Change in Law regarding capital adequacy or liquidity requirements has or would have the effect of reducing the rate

of return on such Lender’s or such Issuing Bank’s capital or on the capital of such Lender’s or such Issuing Bank’s holding company, if any, as a consequence of this Agreement, the Commitments hereunder or the Loans made by such Lender or the Letter of Credit issued by such Issuing Bank to a level below that which such Lender or such Lender’s holding company or such Issuing Bank or such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing Bank’s policies and the policies of such Lender’s or such Issuing Bank’s holding company with respect to capital adequacy or liquidity requirements), then from time to time the Borrower will pay to such Lender or such Issuing Bank such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered.

(c) A certificate of a Lender or an Issuing Bank setting forth in reasonable detail the amount or amounts necessary to compensate such Lender or its respective holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or such Issuing Bank the amount shown as due on any such certificate within 10 days after receipt thereof; provided that a Lender or Issuing Bank shall not be entitled to any compensation pursuant to this Section 2.12 to the extent such Lender or Issuing Bank is not generally imposing such charges or requesting such compensation from other similarly situated borrowers under similar circumstances.

(d) Failure or delay on the part of any Lender or any Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or such Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or such Issuing Bank notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or such Issuing Bank’s intention to claim compensation therefore; provided, further, that, if the Change in Law giving rise to such increased costs or reductions is retroactive (or has retroactive effect), then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Section 2.13 Break Funding Payments. In the event of (a) the payment or prepayment of any principal of any Eurodollar Loan or EURIBOR Loan other than on the last day of an Interest Period applicable thereto (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise), (b) the conversion of any Eurodollar Loan or EURIBOR Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Eurodollar Loan or EURIBOR Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.08(b) and is revoked in accordance therewith), or (d) the assignment of any Eurodollar Loan or EURIBOR Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.16, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Loan or a EURIBOR Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate or the Adjusted EURIBO Rate, as the case may be, that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount

for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for deposits of the applicable currency of a comparable amount and period from other banks in the applicable interbank market. A certificate of any Lender setting forth in reasonable detail 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.

Section 2.14 Taxes.

(a) For purposes of this Section 2.14, the term “Lender” includes any Issuing Bank and the term “applicable law” includes FATCA.

(b) 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 law. 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 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 of such Indemnified Taxes has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding for Indemnified Taxes been made.

(c) The Loan Parties shall 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.

(d) The Loan Parties shall jointly and severally indemnify each Recipient, within 10 days after demand therefore, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any penalties, interest and 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. No Loan Party shall be required to pay any amount under this Section 2.14(d) with respect to Other Taxes paid or reimbursed by a Loan Party pursuant to Section 2.14(c).

(e) 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 the Loan Parties have 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 9.04(c) 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 paragraph (e).

(f) As soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority pursuant to this Section 2.14, such Loan Party shall 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.

(g) (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 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 2.14(g)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if 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, as long as 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, if it is legally entitled to do so, shall deliver to the Borrower and the Administrative Agent (in such number of copies as shall be required by law or 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 as required by law or upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable:

(a) 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-E or IRS Form W-8BEN, as applicable, 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-E or IRS Form W-8BEN, as applicable, 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;

(b) executed copies of IRS Form W-8ECI;

(c) 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 G-1 to the effect that such Foreign Lender is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (B) a “10-percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, or (C) a “controlled foreign corporation” related to the Borrower, as 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-E or IRS Form W-8BEN, as applicable; or

(d) 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 W8BEN-E or IRS Form W-8BEN, as applicable, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-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 G-4 on behalf of each such direct or 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 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, 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.

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 Lender authorizes the Administrative Agent to deliver to the Loan Parties and to any successor Administrative Agent any documentation provided by such Lender to the Administrative Agent pursuant to this Section 2.14(g).

(h) 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 2.14 (including by the payment of additional amounts pursuant to this Section 2.14), 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 2.14 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, as applicable, shall repay to such indemnified party the amount paid over pursuant to this paragraph (h) (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 paragraph (h), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (h), 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 (h) shall not be construed to require any Lender or the Administrative Agent 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.

(i) For all purposes of this Section 2.14, the term “Lender” includes and shall apply equally to the benefit of each Issuing Bank.

Each party’s obligations under this Section 2.14 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.

Section 2.15 Payments Generally; Pro Rata Treatment; Sharing of Set-Off.

(a) The Borrower shall make each payment required to be made by it hereunder (whether of principal, interest or fees, or of amounts payable under Section 2.12, 2.13 or 2.14, or otherwise) prior to 1:00 p.m., New York City time, on the date when due, in immediately available funds, without set off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its Principal Office and except that payments pursuant to Section 2.12, 2.13 or 2.14 and Section 9.03 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment or performance hereunder shall be due on a day that is not a Business Day, the date for payment or performance shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder of principal or interest in respect of any Loan or Letter of Credit shall, except as otherwise expressly provided herein, be made in the currency of such Loan or Letter of Credit; all other payments hereunder and under each other Loan Document shall be made in Dollars.

(b) 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, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties.

(c) If any Lender shall, by exercising any right of set off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans; provided 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 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 any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant. The Borrower consents 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 the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

(d) 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 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 the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender 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.

(e) If any Lender or any Issuing Bank shall fail to make any payment required to be made by it pursuant to Section 2.04(b) or paragraph (d) of this Section, then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender or such Issuing Bank, as the case may be, to satisfy such Lender’s or such Issuing Bank’s, as applicable, obligations under such Sections until all such unsatisfied obligations are fully paid.

Section 2.16 Mitigation Obligations; Replacement of Lenders.

(a) If any Lender requests compensation under Section 2.12, or if the Borrower is required to pay any Indemnified Tax or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder 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 2.12 or Section 2.14, 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. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b) If (i) any Lender requests compensation under Section 2.12, (ii) the Borrower is required to pay any Indemnified Tax or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14 or (iii) any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 or Section 2.14) and obligations under this Agreement and the other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld or delayed, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan

Documents, from the assignee (to the extent of such outstanding principal and accrued interest and fees so assigned) or the Borrower (in the case of all other amounts so assigned), (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 or payments required to be made pursuant to Section 2.14, such assignment will result in a reduction in such compensation or payments, (iv) such assignment does not conflict with applicable law, and (v) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, (x) the applicable assignee shall have consented to, or shall consent to, the applicable amendment, waiver or consent and (y) the Borrower exercises its rights pursuant to this clause (b) with respect to all Non-Consenting Lenders relating to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

(c) Each Lender hereby acknowledges that such Lender shall be deemed to consent to any such Assignment and Assumption necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances contemplated by this Section 2.16.

Section 2.17 Defaulting Lenders.

(a) 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) 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 the definition of Required Lenders and in Section 9.02.

(ii) 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 Article 7 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.08 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 Banks hereunder; third, to Cash Collateralize the Issuing Banks’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.19(i); 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 non-interest bearing deposit account and released pro rata in order to satisfy (x) such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Issuing Banks’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with the procedures set forth in Section 2.19(i); sixth, to the payment of any amounts owing to the Lenders or the Issuing Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender or any Issuing Bank 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 exists, 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 (x) such payment is a payment of the principal amount of any Loans or Letter of Credit Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans, and funded and unfunded participations in Letters of Credit, were made when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans and Letter of Credit Disbursements to all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans or Letter of Credit Disbursements of such Defaulting Lender until such time as all Loans and funded and unfunded participations in Letter of Credit Obligations, without giving effect to Section 2.17(a)(iv), are held by the Lenders pro rata in accordance with the Commitments without giving effect to Section 2.17(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 pursuant to this Section shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

(iii) (A) No Defaulting Lender shall be entitled to receive any Unused Commitment Fee pursuant to Section 2.09 for any period during which that 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 that Defaulting Lender).

(B) With respect to any Unused Commitment Fee or Letter of Credit Fee not required to be paid to any Defaulting Lender pursuant to clause (A) 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 that has been reallocated to such Non-Defaulting Lender pursuant to clause (iv) below, (y) pay to each Issuing Bank the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to such Issuing Bank’s Fronting Exposure to such Defaulting Lender and (z) shall not be required to pay the remaining amount of any such fee.

(iv) Reallocation of Participations to Reduce Fronting Exposure. (A) So long as no Default or Event of Default has occurred and is continuing, all or any part of such Defaulting Lender’s participation in Letters of Credit shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Applicable Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that such reallocation does not cause the Total Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Commitment. 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.

(B) If the reallocation described in clause (A) above cannot, or can only partially, be effected, the Borrower shall within one Business Day following notice by the Administrative Agent, Cash Collateralize for the benefit of the applicable Issuing Bank only the Borrower’s obligations corresponding to such Defaulting Lender’s Letter of Credit

Usage (after giving effect to any partial reallocation pursuant to clause (A) above) in accordance with the procedures set forth in Section 2.19 for so long as such Letter of Credit Usage is outstanding;

(C) If the Borrower Cash Collateralizes any portion of such Defaulting Lender’s Letter of Credit Usage pursuant to clause (B) above, the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.09(a)(ii) with respect to such Defaulting Lender’s Letter of Credit Usage during the period such Defaulting Lender’s Letter of Credit Usage is Cash Collateralized;

(D) If the Letter of Credit Usage of the non-Defaulting Lenders is reallocated pursuant to clause (A) above, then the fees payable to the Lenders pursuant to Section 2.09(a)(ii) shall be adjusted in accordance with such non-Defaulting Lender’s Applicable Percentages; and

(E) If all or any portion of such Defaulting Lender’s Letter of Credit Usage is neither reallocated nor Cash Collateralized pursuant to clause (A) or (B) above, then, without prejudice to any rights or remedies of any Issuing Bank or any other Lender hereunder, all fees payable under Section 2.09(a)(ii) with respect to such Defaulting Lender’s Letter of Credit Usage shall be payable to the applicable Issuing Bank until and to the extent that such Letter of Credit Usage is reallocated and/or Cash Collateralized.

(b) If the Borrower, the Administrative Agent and the Issuing Banks 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), that 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 to be held on a pro rata basis by the Lenders in accordance with their respective Applicable Percentages, without giving effect to Section 2.17(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 that 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 that Lender’s having been a Defaulting Lender.

(c) If a Bankruptcy Event with respect to a parent of any Lender shall occur following the date hereof and for so long as such event shall continue or any Issuing Bank has a good faith belief that any Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Lender commits to extend credit, such Issuing Bank shall not be required to issue, amend or increase any Letter of Credit, unless such Issuing Bank shall have entered into arrangements with the Borrower or such Lender, reasonably satisfactory to such Issuing Bank, to defease any risk to it in respect of such Lender hereunder.

Section 2.18 Incremental Facility.

(a) Borrower may by written notice to the Administrative Agent elect to request prior to the Maturity Date, one or more increases to the existing Commitments (any such increase, the “New Commitments”), by an amount not in excess of the Incremental Available Amount in the aggregate and not less than $25,000,000 individually (or such lesser amount which shall be approved by the Administrative Agent or such lesser amount that shall constitute the difference between the Incremental Available Amount on such date and all such New Commitments obtained prior to such date), and integral multiples of $25,000,000 in excess of that amount. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Commitments shall be effective, which shall be a date not less than 10 Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretion) after the date on which such notice is delivered to the Administrative Agent and which may be contingent upon the closing of an acquisition or other transaction and (B) the identity of each Lender or other Person that is an eligible assignee under Section 9.04(b), subject to approval thereof by the Administrative Agent and the Issuing Banks in the case of a Person that is not a Lender, to the extent such approval is required in the case of an assignment to such Person pursuant to such Section 9.04(b) (such approval not to be unreasonably withheld or delayed) (each, a “New Lender”), to whom Borrower proposes any portion of such New Commitments be allocated and the amounts of such allocations (it being understood that the identity of such Lenders or other Persons may be amended after the date of such notice so long as the approval requirements of this clause (B), if any, are satisfied); provided that any Lender approached to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New Commitment. Such New Commitments shall become effective as of such Increased Amount Date; provided that (1) on such Increased Amount Date before or after giving effect to such New Commitments, each of the conditions set forth in Section 4.02 shall be satisfied; (2) the New Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by Borrower, the New Lenders and the Administrative Agent, and each of which shall be recorded in the Register and each New Lender shall be subject to the requirements set forth in Section 2.14; (3) Borrower shall make any payments required pursuant to Sections 2.12 and 2.13 in connection with the New Commitments; and (4) Borrower shall deliver or cause to be delivered any customary legal opinions or other documents reasonably requested by the Administrative Agent, the New Lenders or the Issuing Banks in connection with any such transaction.

(b) On any Increased Amount Date on which New Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (i) each of the Lenders shall assign to each of the New Lenders, and each of the New Lenders shall purchase from each of the Lenders, at the principal amount thereof (together with accrued interest), such interests in the Loans and Letter of Credit Usage outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Loans and participation interests in Letter of Credit Usage will be held by existing Lenders and New Lenders ratably in accordance with their Commitments after giving effect to the addition of such New Commitments to the Commitments, (ii) each New Commitment shall be deemed for all purposes a Commitment and each Loan made thereunder (a “New Loan”) shall be deemed, for all purposes, a Loan, and (iii) each New Lender shall become a Lender for all purposes hereunder.

(c) The Administrative Agent shall notify the Lenders promptly upon receipt of Borrower’s notice of each Increased Amount Date and in respect thereof (i) the New Commitments and the New Lenders, and (ii) the respective interests in such Lender’s Loans and participation interests in Letter of Credit Usage, in each case subject to the assignments contemplated by this Section 2.18.

(d) The terms and provisions (including pricing) of the New Loans shall be identical to the existing Loans. Notwithstanding anything in Section 9.02 to the contrary, each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate in the opinion of the Administrative Agent to effect the provision of this Section 2.18.

Section 2.19 Letters of Credit.

(a) Letters of Credit. During the Availability Period, subject to the terms and conditions hereof, the Issuing Banks agree to issue Letters of Credit (or amend, extend or increase an outstanding Letter of Credit) at the request and for the account of the Borrower or any Subsidiary (the “Applicable Account Party”) in the aggregate Dollar Equivalent up to but not exceeding the Letter of Credit Sublimit and denominated in Dollars or in a Permitted Foreign Currency; provided (i) the amount of each Letter of Credit shall not be less than $100,000 for Letters of Credit issued in Dollars (or, in the case of a Letter of Credit issued in a Permitted Foreign Currency, the smallest amount of such Permitted Foreign Currency that is an integral multiple of 100,000 units of such currency and that has a Dollar Equivalent in excess of $100,000) or, in each case, such lesser amount as is acceptable to the applicable Issuing Bank; (ii) after giving effect to such issuance or increase, in no event shall (x) the Aggregate Total Exposure exceed the Commitments then in effect or (y) any Lender’s Total Exposure exceed such Lender’s Commitment; (iii) after giving effect to such issuance or increase, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect, (iv) after giving effect to such issuance or increase, unless otherwise agreed to by the applicable Issuing Bank in writing, in no event shall the Letter of Credit Usage with respect to the Letters of Credit issued by such Issuing Bank exceed the Letter of Credit Issuer Sublimit of such Issuing Bank then in effect, and (v) in no event shall any Letter of Credit have an expiration date later than the earlier of (A) the fifth Business Day prior to the Maturity Date and (B) the date which is twelve months from the date of issuance of such Letter of Credit. Subject to the foregoing, the applicable Issuing Bank may agree that a Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless the applicable Issuing Bank is able to prevent extension for any additional period by sending notice to that effect to the beneficiary of the Letter of Credit; provided that such periods shall not extend beyond the date referred to in clause (A) above unless the applicable Issuing Bank consents to extensions beyond such date in its sole discretion (subject to cash collateralization arrangements, if any, separately agreed between the Issuing Bank and the Borrower); provided, further, that such Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at least one Business Day prior to the last Business Day that such Issuing Bank may send a non-extension notice; provided, further, if any Lender is a Defaulting Lender, the Issuing Banks shall not be required to issue, amend, extend or increase any Letter of Credit unless the applicable Issuing Bank has entered into arrangements satisfactory to it and the Borrower to eliminate such Issuing Bank’s risk with respect to the participation in Letters of Credit of such Defaulting Lender, including by Cash Collateralizing such Defaulting Lender’s Applicable Percentage of the Letter of Credit Usage at such time on terms satisfactory to the applicable Issuing Bank. Unless otherwise expressly agreed by the applicable Issuing Bank, the Borrower and the Applicable Account Party when a Letter of Credit is issued, the rules of the ISP 98 shall be stated therein to apply to each Letter of Credit.

(b) Notice of Issuance. Whenever an Applicable Account Party desires the issuance or amendment of a Letter of Credit, it shall deliver to each of the Administrative Agent and the applicable Issuing Bank an Application in use by the applicable Issuing Bank at that time no later

than 1:00 p.m. (New York City time) at least five Business Days in advance of the proposed date of issuance or amendment or such shorter period as may be agreed to by the applicable Issuing Bank in any particular instance. Such Application shall be accompanied by documentary and other evidence of the proposed beneficiary’s identity as may reasonably be requested by the applicable Issuing Bank to enable the applicable Issuing Bank to verify the beneficiary’s identity or to comply with any applicable laws or regulations, including, without limitation, the USA Patriot Act or as otherwise customarily requested by the applicable Issuing Bank and shall specify the currency of such Letter of Credit. Upon satisfaction or waiver of the conditions set forth in Section 4.02 and subject to the terms and conditions set forth in this Section 2.19, the applicable Issuing Bank shall issue, amend, extend or increase the requested Letter of Credit subject to no violation of any of, and only in accordance with, the Issuing Bank’s standard operating procedures and policies as in effect from time to time. If a Letter of Credit is requested in a currency other than Dollars, the Issuing Bank shall not be required to issue such Letter of Credit if it does not issue Letters of Credit in such currency as of the requested issuance date. Upon the issuance of any Letter of Credit or amendment, extension or increase thereof, the applicable Issuing Bank shall promptly notify the Administrative Agent, and the Administrative Agent shall promptly notify each Lender with a Commitment of such issuance, which notice from the Administrative Agent shall be accompanied by a copy of such Letter of Credit or amendment, extension or increase thereof and the amount of such Lender’s respective participation in such Letter of Credit pursuant to Section 2.19(e).

(c) Responsibility of the Issuing Banks With Respect to Requests for Drawings and Payments. In determining whether to honor any drawing under any Letter of Credit by the beneficiary(ies) thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the applicable Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit. As between the Borrower, the Applicable Account Party and the applicable Issuing Bank, the Borrower and the Applicable Account Party assume all risks of the acts and omissions of, or misuse of the Letters of Credit issued by the applicable Issuing Bank or the proceeds thereof, by the respective beneficiaries of such Letters of Credit; provided, however, the foregoing does not limit any of the Borrower’s or the Applicable Account Party’s rights against any such beneficiary. In furtherance and not in limitation of the foregoing, an Issuing Bank shall not be responsible or have any liability for: (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) failure of the beneficiary of any such Letter of Credit to comply fully with any conditions required in order to draw upon such Letter of Credit; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (vii) the misapplication by any beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit; (viii) for any other action or inaction taken or suffered by such Issuing Bank under or in connection with any such Letter of Credit, if required or permitted under any applicable

domestic or foreign law or letter of credit practice; or (ix) any consequences arising from causes beyond the control of such Issuing Bank, including any Governmental Acts; none of the above shall affect or impair, or prevent the vesting of, any of such Issuing Bank’s rights or powers hereunder or place such Issuing Bank under any liability to the Borrower or any Applicable Account Party. Without limiting the foregoing and in furtherance thereof, any action taken or omitted by an Issuing Bank under or in connection with the Letters of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in “good faith” (as such term is defined in Article 5 of the New York Uniform Commercial Code), shall not give rise to any liability on the part of the Issuing Bank to the Borrower, any Applicable Account Party or any party to this Agreement. Notwithstanding anything to the contrary contained in this Section 2.19(c), the applicable Issuing Bank shall not be excused from liability to the Borrower or the Applicable Account Party to the extent of any direct damages (as opposed to special, indirect, consequential or punitive damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower or the Applicable Account Party 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, bad faith or willful misconduct on the part of the Issuing Bank (as determined by a final, non-appealable judgment of a court of competent jurisdiction), the Issuing Bank shall be deemed to have exercised care in each such determination.

(d) Reimbursement by the Borrower of Amounts Drawn or Paid Under Letters of Credit. In the event the applicable Issuing Bank has determined to honor a drawing under a Letter of Credit, it shall promptly notify the Borrower, the Applicable Account Party and the Administrative Agent, and the Borrower shall reimburse (or cause the Applicable Account Party to reimburse), whether with its own funds, the funds of the Applicable Account Party or the proceeds of Loans, the applicable Issuing Bank on or before the Business Day immediately following the date on which such drawing is honored (the “Reimbursement Date”) in an amount in immediately available funds equal to the amount of such honored drawing, together with interest at the applicable rate provided in Section 2.10(g). If the Borrower or the Applicable Account Party fails to reimburse the applicable Issuing Bank on the Reimbursement Date, then (A) if the Unreimbursed Amount relates to a Letter of Credit denominated in a currency other than Dollars, automatically and with no further action, the obligation to reimburse such Unreimbursed Amount shall be permanently converted into an obligation to reimburse the Dollar Equivalent, determined using the Exchange Rate calculated as of the date when such payment was due, of such Unreimbursed Amount and (B) the Administrative Agent shall promptly notify each Lender of the Reimbursement Date, the currency and amount of the unreimbursed drawing (the “Unreimbursed Amount”) (and the Dollar Equivalent thereof if the immediately preceding clause (A) is applicable), and the amount of such Lender’s Applicable Percentage thereof. In such event, the Borrower shall be deemed to have requested ABR Loans to be disbursed on the Reimbursement Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of ABR Loans, but subject to the amount of the unutilized portion of the Commitments and the conditions set forth in Section 4.02 (other than the delivery of a Borrowing Request). Any notice given by an Issuing Bank or the Administrative Agent pursuant to this Section 2.19(d) may be given by telephone if immediately confirmed in writing (which confirmation may be by telecopy or other electronic transmission); provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. Anything contained herein to the contrary notwithstanding, (i) unless the Borrower (or the Applicable Account Party) shall have notified the Administrative Agent and the applicable Issuing Bank prior to 1:00 p.m. (New York City time) on the

date such drawing is honored that the Borrower (or the Applicable Account Party) intends to reimburse the applicable Issuing Bank on such date for the amount of such honored drawing with funds other than the proceeds of Loans, the Borrower shall be deemed to have given a timely Borrowing Request to the Administrative Agent requesting Lenders with Commitments to make Loans that are ABR Loans on the Reimbursement Date in an amount equal to the amount of such honored drawing, and (ii) subject to satisfaction or waiver of the conditions specified in Section 4.02, Lenders with Commitments shall, on the Reimbursement Date, make Loans that are ABR Loans in the amount of the Dollar Equivalent (determined in accordance with Section 1.05) of such honored drawing, the proceeds of which shall be applied directly by the Administrative Agent to reimburse the applicable Issuing Bank for the amount of such honored drawing; and provided, further, if for any reason proceeds of Loans are not received by the applicable Issuing Bank on the Reimbursement Date in an amount equal to the amount of such honored drawing, the Borrower shall (or shall cause the Applicable Account Party to) reimburse the applicable Issuing Bank, on demand, in an amount in immediately available funds equal to the excess of the amount of such honored drawing over the aggregate amount of such Loans, if any, which are so received. Nothing in this Section 2.19(d) shall be deemed to relieve any Lender with a Commitment from its obligation to make Loans on the terms and conditions set forth herein, and the Borrower shall retain any and all rights it may have against any such Lender resulting from the failure of such Lender to make such Loans under this Section 2.19(d).

(e) Lenders’ Purchase of Participations in Letters of Credit. Immediately upon the issuance or increase of each Letter of Credit, without any further action by any Person, the applicable Issuing Bank shall be deemed to have sold to each Lender and each Lender shall have been deemed to have purchased from such Issuing Bank a participation in such Letter of Credit and any drawings honored thereunder in an amount equal to such Lender’s Applicable Percentage (with respect to the Commitments) of the maximum amount which is or at any time may become available to be drawn thereunder (each such Lender purchasing a participation, a “Participating Lender”). In the event that the Borrower or the Applicable Account Party shall fail for any reason to reimburse the applicable Issuing Bank as provided in Section 2.19(d), the applicable Issuing Bank shall promptly notify the Administrative Agent who will notify each Participating Lender of the unreimbursed amount of such honored drawing and of such Lender’s respective participation therein based on such Lender’s Applicable Percentage of the Commitments. Each Participating Lender shall make available to the Administrative Agent, for the account of the applicable Issuing Bank, an amount equal to its respective participation in the applicable currency, and in immediately available funds, no later than 1:00 p.m. (New York City time) on the first Business Day (under the laws of the jurisdiction in which the Principal Office of the Administrative Agent is located) after the date notified by the Administrative Agent. In the event that any Participating Lender fails to make available to the Administrative Agent on such Business Day the amount of such Lender’s participation in such Letter of Credit as provided in this Section 2.19(e), the applicable Issuing Bank shall be entitled to recover such amount on demand from such Lender together with interest thereon for three Business Days at the rate customarily used by such Issuing Bank for the correction of errors among banks and thereafter at the Alternate Base Rate. Nothing in this Section 2.19(e) shall be deemed to prejudice the right of any Participating Lender to recover from the applicable Issuing Bank any amounts made available by such Lender to the applicable Issuing Bank pursuant to this Section 2.19 in the event that the payment with respect to a Letter of Credit in respect of which payment was made by such Lender constituted gross negligence, bad faith or willful misconduct (as determined by a final, non-appealable judgment of a court of competent jurisdiction) on the part of such Issuing Bank. Each Lender acknowledges and agrees that its obligation to fund participations pursuant to this paragraph

in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, extension, or increase of any Letter of Credit, the occurrence and continuance of a Default, any reduction or termination of the Commitments or any force majeure or other event that under any rule of law or uniform practices to which any Letter of Credit is subject (including Rule 3.13 and Rule 3.14 of ISP 98) permits a drawing to be made under such Letter of Credit after the expiration thereof or after the expiration or termination of the Commitments or any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including those set forth in the following paragraph (f), and that each such payment shall be made without any defense, offset, abatement, withholding or reduction whatsoever; provided that if any Issuing Bank agrees, in its sole discretion, to extend any Letter of Credit issued by it beyond the fifth Business Day prior to the Maturity Date, no Participating Lender shall have any obligation to fund participations with respect to such Letter of Credit after the Maturity Date. Each Lender further acknowledges and agrees that, in issuing, amending, extending, or increasing any Letter of Credit, the applicable Issuing Bank shall be entitled to rely, and shall not incur any liability for relying, upon the representations and warranties of the Borrower deemed made pursuant to Section 4.02, unless, at least one Business Day prior to the time such Letter of Credit is issued, amended, extended, or increased (or, in the case of an automatic extension permitted pursuant to paragraph (a) of this Section, at least one Business Day prior to the time by which the notification of non-extension must be sent by the applicable Issuing Bank), the Required Lenders shall have notified the applicable Issuing Bank (with a copy to the Administrative Agent) in writing that, as a result of one or more events or circumstances described in such notice, one or more of the conditions precedent set forth in Section 4.02(a), 4.02(b) or 4.02(e) would not be satisfied if such Letter of Credit were then issued, amended, extended, or increased (it being understood and agreed that, in the event any Issuing Bank shall have received any such notice, no Issuing Bank shall have any obligation to issue, amend, extend, or increase any Letter of Credit until and unless it shall be satisfied that the events and circumstances described in such notice shall have been cured or otherwise shall have ceased to exist). In the event the applicable Issuing Bank shall have been reimbursed by other Lenders pursuant to this Section 2.19(e) for all or any portion of any drawing honored by such Issuing Bank under a Letter of Credit, such Issuing Bank shall distribute to the Administrative Agent who shall in turn distribute to each Lender which has paid all amounts payable by it under this Section 2.19(e) with respect to such honored drawing such Lender’s Applicable Percentage of all payments subsequently received by such Issuing Bank from the Borrower or the Applicable Account Party in reimbursement of such honored drawing when such payments are received. Any such distribution shall be made to a Lender at its primary address set forth below its name on the Administrative Questionnaire or at such other address as such Lender may request.

(f) Obligations Absolute. The obligation of the Borrower and each Applicable Account Party to reimburse each Issuing Bank for drawings honored under the Letters of Credit issued by it and to repay any Loans made by Lenders pursuant to Section 2.19(d) and the obligations of Lenders under Section 2.19(e) shall be unconditional and irrevocable and shall be paid strictly in accordance with the terms hereof under all circumstances including any of the following circumstances: (i) any lack of validity or enforceability of any Letter of Credit; (ii) the existence of any claim, set off, defense or other right which the Borrower, any Applicable Account Party or any Lender may have at any time against a beneficiary or any transferee of any Letter of Credit (or any Persons for whom any such transferee may be acting), any Issuing Bank, any Lender or any other Person or, in the case of a Lender, against the Borrower, whether in connection herewith, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between the Borrower or one of its Subsidiaries and the beneficiary(ies) for which any Letter of

Credit was procured); (iii) any draft or other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) payment by the applicable Issuing Bank under any Letter of Credit against presentation of a draft or other document which does not substantially comply with the terms of such Letter of Credit; (v) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Borrower, any Applicable Account Party or any Subsidiaries or any other Person; (vi) any breach hereof or any other Loan Document by any party hereto or thereto; (vii) any force majeure or other event that under any rule of law or uniform practices to which any Letter of Credit is subject (including Rule 3.13 and Rule 3.14 of ISP 98) permits a drawing to be made under such Letter of Credit after the expiration thereof or after the expiration or termination of the Commitments, (viii) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing; or (ix) the fact that an Event of Default or a Default shall have occurred and be continuing.

(g) Indemnification. Without duplication of any obligation of the Borrower under Section 9.03, in addition to amounts payable as provided herein, the Borrower hereby agrees to protect, indemnify, pay and save and hold harmless the Issuing Banks from and against any and all claims, demands, liabilities, damages and losses, and all reasonable and documented costs, charges and out-of-pocket expenses (including reasonable fees, out-of-pocket expenses and disbursements of one primary counsel (with exceptions for conflicts of interest), one regulatory counsel and one local counsel in each relevant jurisdiction), which the Issuing Banks may incur or be subject to as a consequence, direct or indirect, of, or arising out of, in any way being connected with, or as a result of (A) any Letter of Credit, including without limitation, the use of the proceeds therefrom and any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit, other than as a result of the gross negligence, bad faith or willful misconduct of such Issuing Bank as determined by a final, non-appealable judgment of a court of competent jurisdiction or (B) the failure of the applicable Issuing Bank to honor a drawing under any such Letter of Credit as a result of any Governmental Act. The Borrower will pay all amounts owing under this Section promptly after written demand therefor.

(h) Resignation and Removal of an Issuing Bank. An Issuing Bank may resign as an Issuing Bank by providing at least 30 days prior written notice to the Administrative Agent, the Lenders and the Borrower. An Issuing Bank may be replaced at any time by written agreement among the Borrower, the Administrative Agent, the replaced Issuing Bank (provided that no consent of the Issuing Bank will be required if the replaced Issuing Bank has no Letters of Credit or reimbursement obligations with respect thereto outstanding), the other Issuing Banks, if any, and the successor Issuing Bank. The Administrative Agent shall notify the Lenders of any such replacement of such Issuing Bank. At the time any such replacement or resignation shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced or resigning Issuing Bank. From and after the effective date of any such replacement or resignation, (i) any 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 thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. At the time any such resignation or replacement shall become effective, (a) the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.09 and (b) the replaced Issuing Bank may at its option remain a party hereto to the extent that Letters of Credit issued by it remain outstanding 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 or resignation. After the replacement or resignation of an Issuing Bank hereunder, the replaced Issuing Bank shall not be required to issue, amend, extend or increase any Letters of Credit.

(i) Cash Collateral. 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 demanding the deposit of Cash Collateral pursuant to this paragraph, the Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders and the Issuing Banks, an amount in cash equal to the Agreed L/C Cash Collateral Amount plus any accrued and unpaid interest thereon; provided that (i) any such required Cash Collateral shall be made in Dollars unless such Cash Collateral is attributable to undrawn Letters of Credit denominated in a Permitted Foreign Currency or outstanding Letter of Credit Disbursements made in a Permitted Foreign Currency (in which case such Cash Collateral shall be deposited (x) in the applicable Permitted Foreign Currency in an amount equal to the Agreed L/C Cash Collateral Amount of such undrawn Letters of Credit or outstanding Letter of Credit Disbursements or (y) in Dollars in an amount equal to 105% of the Dollar Equivalent of such undrawn Letters of Credit or outstanding Letter of Credit Disbursements (with the Dollar Equivalent amount subject to redetermination in accordance with Section 1.05(a)) and (ii) the obligation to deposit such Cash Collateral shall become effective immediately, and such Cash Collateral 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 Section 7.01(h), (i) or (j). Such Cash Collateral shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower and any Applicable Account Party under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such Cash Collateral, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such Cash Collateral shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each Issuing Bank for any disbursements under Letters of Credit made by it and for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower and any Applicable Account Party for the Letter of Credit Usage at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with Letter of Credit Usage representing greater than 50% of the total Letter of Credit Usage), 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 (or as otherwise ordered by a court of competent jurisdiction) within five Business Days after all Events of Default have been cured or waived.

(j) Application. To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Section 2.19, the provisions of this Section 2.19 shall apply.

(k) Upon the Effective Date, all Effective Date Letters of Credit shall be deemed to have been issued under this Agreement on the Effective Date and to be outstanding as Letters of Credit under this Agreement issued by the applicable Issuing Bank.

Section 2.20 Extension of the Maturity Date. Not earlier than 60 days prior to, nor later than 10 days prior to, any anniversary of the Effective Date, the Borrower may, upon written notice (the “Extension Notice”) to the Administrative Agent (which shall promptly notify the Lenders), request an extension of the Maturity Date for a period of one year; provided that no more than two such extensions may be requested pursuant to this Section 2.20. If the conditions in this Section 2.20 are met, the Maturity Date shall be extended to the date specified in such Extension Notice (which in no event shall be later than one year following the Maturity Date) for all Extending Lenders. If a Lender agrees, in its individual and sole discretion, to so extend its Commitment (an “Extending Lender”), it shall deliver to the Administrative Agent a written notice of its agreement to do so no later than 15 days after the date the applicable Extension Notice is received by the Administrative Agent (or such later date to which the Borrower and the Administrative Agent shall agree), and the Administrative Agent shall promptly thereafter notify the Borrower of such Extending Lender’s agreement to extend its Commitment (confirming the date of extension and the new Maturity Date (after giving effect to such extension) applicable to such Extending Lender). The Commitment of any Lender that fails to accept or respond to the Borrower’s request for extension of the Maturity Date (a “Declining Lender”) shall be terminated on the Maturity Date then in effect for such Lender (without regard to any extension by other Lenders) and on such Maturity Date the Borrower shall pay in full the unpaid principal amount of all Loans owing to such Declining Lender, together with all accrued and unpaid interest thereon and all fees accrued and unpaid under this Agreement to the date of such payment of principal and all other amounts due to such Declining Lender under this Agreement. The Administrative Agent shall promptly notify each Extending Lender of the aggregate Commitments of the Declining Lenders. Each Extending Lender may offer to increase its respective Commitment by an amount not to exceed the aggregate amount of the Declining Lenders’ Commitments, and such Extending Lender shall deliver to the Administrative Agent a notice of its offer to so increase its Commitment no later than 30 days after the date the applicable Extension Notice is received by the Administrative Agent (or such later date to which the Borrower and the Administrative Agent shall agree). To the extent the aggregate amount of additional Commitments that the Extending Lenders offer pursuant to the preceding sentence exceeds the aggregate amount of the Declining Lenders’ Commitments, such additional Commitments shall be reduced on a pro rata basis. To the extent the aggregate amount of Commitments that the Extending Lenders have so offered to extend is less than the aggregate amount of Commitments that the Borrower has so requested to be extended, the Borrower shall have the right but not the obligation to require any Declining Lender to (and any such Declining Lender shall) assign in full its rights and obligations under this Agreement to one or more banks or other financial institutions (which may be, but need not be, one or more of the Extending Lenders) which at the time agree to, in the case of any such Person that is an Extending Lender, increase its Commitment and in the case of any other such Person (a “New Extending Lender”), become a party to this Agreement; provided that (i) such assignment is otherwise in compliance with Section 9.04, (ii) such Declining Lender receives payment in full of the unpaid principal amount of all Loans owing to such Declining Lender, together with all accrued and unpaid interest thereon and all fees accrued and unpaid under this Agreement to the date of such payment of principal and all other amounts due to such Declining Lender under this Agreement and (iii) any such assignment shall be effective on the date on or before the date the Maturity Date is so extended as may be specified by the Borrower and agreed to by the respective New Extending Lenders and Extending Lenders, as the case may be, and the Administrative Agent. As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower, dated as of the date of the Extension Notice, signed by a Responsible Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower and the Guarantors approving or consenting to such extension and (ii) certifying that, before and after giving effect to such extension, each of the conditions of

Section 4.02 shall be satisfied as of the date of the Extension Notice. Any extension pursuant to this Section 2.20 shall be effected pursuant to an Extension Agreement executed and delivered by Borrower, the Extending Lenders, any New Extending Lenders, and the Administrative Agent. Each Extension Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate in the opinion of the Administrative Agent to effect the provision of this Section 2.20.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants to the Lenders and the Issuing Banks that:

Section 3.01 Organization; Powers. Each of the Borrower and its Restricted Subsidiaries is duly organized and validly existing. Each of the Borrower and its Restricted Subsidiaries (other than any Immaterial Subsidiary) is (to the extent the concept is applicable in such jurisdiction) in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

Section 3.02 Authorization; Enforceability. The Transactions are within the Borrower’s and each Guarantor’s corporate or other organizational powers and have been duly authorized by all necessary corporate or other organizational and, if required, equity holder action. Each of the Borrower and the Guarantors has duly executed and delivered each of the Loan Documents to which it is party, and each of such Loan Documents, constitutes its legal, valid and binding obligations, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Section 3.03 Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect and (ii) those approvals, consents, registrations, filings or other actions, the failure of which to obtain or make would not reasonably be expected to have a Material Adverse Effect, (b) except as would not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation or any order of any Governmental Authority, (c) will not violate any charter, by-laws or other organizational document of the Borrower or any Guarantor, and (d) except as would not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon the Borrower or any of its Restricted Subsidiaries or its assets.

Section 3.04 Financial Condition; No Material Adverse Change.

(a) The Borrower has heretofore furnished to the Administrative Agent its (i) consolidated balance sheet and statements of income and cash flows as of and for the fiscal year ended December 31, 2017, audited by Deloitte LLP, independent public accountants, and (ii) consolidated balance sheet and statement of income as of and for the fiscal quarter ended June 30,

2018. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Restricted Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end adjustments and the absence of footnotes in the case of the unaudited financial statements referred to in clauses (ii) above.

(b) Since December 31, 2017, no event, development or circumstance exists or has occurred that has had or would reasonably be expected to have a Material Adverse Effect.

Section 3.05 Properties.(a) Each of the Borrower and its Restricted Subsidiaries has good title to, or valid leasehold interests in or rights to use, all its real and tangible personal property material to its business, except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes.

(b) Each of the Borrower and its Restricted Subsidiaries owns, or is licensed to use, all trademarks, trade names, copyrights, patents, software, domain names, trade secrets, know-how and other similar proprietary or intellectual property rights, including any registrations and applications for registration of, and all goodwill associated with, the foregoing, material to or necessary to its business as currently conducted, and the operation of such business or the use of any of the foregoing intellectual property rights by the Borrower and its Restricted Subsidiaries does not infringe upon, misappropriate, or otherwise violate the rights of any other Person, except for any such failures to own or be licensed to use, and such infringements, misappropriations, or violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Section 3.06 Litigation and Environmental Matters.

(a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened in writing against or affecting the Borrower or any of its Restricted Subsidiaries (i) that would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve this Agreement, any other Loan Document or the Transactions. Neither the Borrower nor any of its Restricted Subsidiaries is subject to or in default with respect to any final judgments, writs, injunctions, decrees, rules or regulations of any court or any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

(b) Except with respect to any matter that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, neither the Borrower nor any of its Restricted Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, or (iii) has received notice of any claim with respect to any Environmental Liability.

Section 3.07 Compliance with Laws and Agreements; No Default. Each of the Borrower and its Restricted Subsidiaries is in compliance with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property and all indentures, agreements and other instruments binding upon it or its property, except where the failure to do so, individually or in the

aggregate, would not reasonably be expected to result in a Material Adverse Effect. No Default has occurred and is continuing. No default under the terms of any funded Warehouse Facility has occurred and is continuing.

Section 3.08 Investment Company Status. None of the Borrower or any Restricted Subsidiary is or is required to be registered as an “investment company” under the Investment Company Act of 1940.

Section 3.09 Margin Stock. None of the Borrower or any Restricted Subsidiary is engaged in the business of purchasing or carrying, or extending credit for the purpose of purchasing or carrying, margin stock (within the meaning of Regulation U issued by the Board), and no proceeds of any Loan and no Letter of Credit will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock in violation of Regulation U or Regulation X issued by the Board and all official rulings and interpretations thereunder or thereof.

Section 3.10 Taxes. Except as would not reasonably be expected to result in a Material Adverse Effect, (i) each of the Borrower and its Restricted Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed with respect to income, properties or operations of the Borrower and its Restricted Subsidiaries, (ii) such returns accurately reflect in all material respects all liability for Taxes of the Borrower and its Restricted Subsidiaries as a whole for the periods covered thereby and (iii) each of the Borrower and its Restricted Subsidiaries has paid or caused to be paid all Taxes required to have been paid by it, except Taxes that are being contested in good faith by appropriate proceedings and, to the extent required by GAAP, for which the Borrower or such Restricted Subsidiary, as applicable, has set aside on its books adequate reserves in accordance with GAAP.

Section 3.11 ERISA.

(a) Schedule 3.11 to the Disclosure Letter sets forth each Plan as of the Effective Date. Each Plan is in compliance in form and operation with its terms and with ERISA and the Code (including without limitation the Code provisions compliance with which is necessary for any intended favorable tax treatment) and all other applicable laws and regulations, except where any failure to comply would not reasonably be expected to result in a Material Adverse Effect. Each Plan (and each related trust, if any) which is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the IRS to the effect that it meets the requirements of Sections 401(a) and 501(a) of the Code covering all applicable tax law changes or is comprised of a master or prototype plan that has received a favorable opinion letter from the IRS, and, nothing has occurred since the date of such determination that would adversely affect such determination (or, in the case of a Plan with no determination, nothing has occurred that would materially adversely affect the issuance of a favorable determination letter or otherwise materially adversely affect such qualification). No ERISA Event has occurred, or is reasonably expected to occur, other than as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

(b) There exists no Unfunded Pension Liability with respect to any Plan, except as would not reasonably be expected to result in a Material Adverse Effect.

(c) None of the Borrower, any Restricted Subsidiary or any ERISA Affiliate is making or accruing an obligation to make contributions, or has within any of the five calendar years

immediately preceding the date this assurance is given or deemed given, made or accrued an obligation to make contributions to any Multiemployer Plan.

(d) There are no actions, suits or claims pending against or involving a Plan (other than routine claims for benefits) or, to the knowledge of the Borrower, any Restricted Subsidiary or any ERISA Affiliate, threatened, which would reasonably be expected to be asserted successfully against any Plan and, if so asserted successfully, would reasonably be expected either singly or in the aggregate to result in a Material Adverse Effect.

(e) The Borrower, its Restricted Subsidiaries and its ERISA Affiliates have made all contributions to or under each Plan and Multiemployer Plan required by law within the applicable time limits prescribed thereby, the terms of such Plan or Multiemployer Plan, respectively, or any contract or agreement requiring contributions to a Plan or Multiemployer Plan save where any failure to comply, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

(f) No Plan which is subject to Section 412 of the Code or Section 302 of ERISA has applied for or received an extension of any amortization period, within the meaning of Section 412 of the Code or Section 302 or 304 of ERISA. The Borrower, any Restricted Subsidiary, and any ERISA Affiliate have not ceased operations at a facility so as to become subject to the provisions of Section 4062(e) of ERISA, withdrawn as a substantial employer so as to become subject to the provisions of Section 4063 of ERISA or ceased making contributions to any Plan subject to Section 4064(a) of ERISA to which it made contributions. None of the Borrower, any Restricted Subsidiary or any ERISA Affiliate have incurred or reasonably expect to incur any liability to PBGC except as would not reasonably be expected to result in material liability, save for any liability for premiums due in the ordinary course or other liability which would not reasonably be expected to result in material liability, and no lien imposed under the Code or ERISA on the assets of the Borrower or any Restricted Subsidiary or any ERISA Affiliate exists or, to the knowledge of the Borrower, is likely to arise on account of any Plan. None of the Borrower, any Restricted Subsidiary or any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA.

(g) Each Non-U.S. Plan has been maintained in compliance with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities, except as would not reasonably be expected to result in a Material Adverse Effect. All contributions required to be made with respect to a Non-U.S. Plan have been timely made, except as would not reasonably be expected to result in a Material Adverse Effect. Neither the Borrower nor any of its Restricted Subsidiaries has incurred any material obligation in connection with the termination of, or withdrawal from, any Non-U.S. Plan. The present value of the accrued benefit liabilities (whether or not vested) under each Non-U.S. Plan, determined as of the end of the Borrower’s most recently ended fiscal year on the basis of actuarial assumptions, each of which is reasonable, did not exceed the current value of the assets of such Non-U.S. Plan allocable to such benefit liabilities, except as would not reasonably be expected to result in a Material Adverse Effect.

Section 3.12 Disclosure. (a) The written information furnished by or on behalf of the Borrower to the Administrative Agent or any Lender in connection with the negotiation of this Agreement and syndication of the credit facilities provided for herein (other than the Projections (as defined below) and information of a general economic or industry nature and after giving effect to all

supplements and updates thereto), when taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made therein not materially misleading in light of the circumstances under which such statements are made.

(b) The written projections and other forward-looking information most recently furnished by or on behalf of the Borrower to the Administrative Agent or any Lender in connection with the negotiation of this Agreement and syndication of the credit facilities provided for herein (the “Projections”) have been prepared in good faith based upon assumptions that are believed by the Borrower to be reasonable at the time so furnished (it being understood that such Projections are subject to significant uncertainties and contingencies, any of which are beyond the Borrower’s control, that no assurance can be given that any particular Projections will be realized and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results and such differences may be material).

Section 3.13 Subsidiaries. Schedule 3.13 to the Disclosure Letter sets forth as of the Effective Date a list of all Subsidiaries (other than Immaterial Subsidiaries) and the percentage ownership (directly or indirectly) of the Borrower therein. Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, the shares of capital stock or other ownership interests of all Restricted Subsidiaries of the Borrower are fully paid and non-assessable and are owned by the Borrower, directly or indirectly, free and clear of all Liens other than Liens permitted under Section 6.02. Each Subsidiary of the Borrower that is not listed on Schedule 3.13 to the Disclosure Letter (or any supplement thereto provided pursuant to Section 5.01(c)) is an Immaterial Subsidiary.

Section 3.14 Solvency. As of the Effective Date, the Borrower and the Subsidiaries, taken as a whole, are, and after giving effect to the Transactions, Solvent.

Section 3.15 Anti-Terrorism Law.

(a) To the extent applicable, neither the Borrower nor any of its Subsidiaries is in violation of any legal requirement relating to U.S. economic sanctions or any laws with respect to terrorism or money laundering in any material respect, including Executive Order No. 13224 on Terrorist Financing effective September 24, 2001 (the “Executive Order”), the USA Patriot Act, the laws comprising or implementing the Bank Secrecy Act to the extent applicable and the laws administered by the United States Treasury Department’s Office of Foreign Asset Control (each as from time to time in effect) (collectively, “Anti-Terrorism Laws”).

(b) None of (x) the Borrower, any of its Subsidiaries or any of the Borrower’s officers, (y) to the knowledge of the Borrower, any of the officers of any of the Borrower’s Subsidiaries or (z) to the knowledge of the Borrower, any of the directors or employees of the Borrower or its Subsidiaries, is any of the following:

(i) a Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;

(ii) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;

(iii) a Person with which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; or

(iv) a Sanctioned Entity or a Sanctioned Person.

(c) The Borrower will not use, and will not permit any of its Subsidiaries to use, the proceeds of the Loans or any Letter of Credit or otherwise make available such proceeds or Letters of Credit to any Person described in Section 3.15(b)(i)-(iv), for the purpose of financing the activities of any Person described in Section 3.15(b)(i)-(iv) or in any other manner that would violate any Anti-Terrorism Laws or applicable Sanctions.

(d) The Borrower has implemented and maintains in effect policies and procedures designed to promote compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with applicable Anti-Terrorism Laws, applicable Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and the officers of the Borrower, and, to the knowledge of the Borrower, each of the officers of any of the Borrower’s Subsidiaries and each of the directors and employees of the Borrower and its Subsidiaries, are in compliance with applicable Anti-Terrorism Laws, Anti-Corruption Laws and Sanctions in all material respects.

Section 3.16 FCPA; Sanctions. No part of the proceeds of the Loans or any Letter of Credit will be used by the Borrower or any of its Subsidiaries, directly or, to the Borrower’s or any Subsidiary’s knowledge, indirectly, (a) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of the FCPA or any applicable Anti-Corruption Laws, (b) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Person, or in any country or territory that, at the time of such funding, financing or facilitating, is, or whose government is, a Sanctioned Person or Sanctioned Entity or (c) in any manner that would result in the violation of any Sanctions applicable to any party hereto. Neither the Borrower nor any of its Subsidiaries has, in the past five years, knowingly engaged in, or is now knowingly engaged in, transactions with any Person or in any country or territory in violation of applicable Sanctions in any material respect.

ARTICLE IV

CONDITIONS

Section 4.01 Effective Date. The obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):

(a) The Administrative Agent (or its counsel) shall have received from each party hereto a counterpart of this Agreement and each other Loan Document to which any Loan Party is a party, signed on behalf of such Loan Party.

(b) The Administrative Agent shall have received a Note executed by the Borrower in favor of each Lender requesting a Note in advance of the Effective Date.

(c) The Administrative Agent shall have received favorable written opinions (addressed to the Administrative Agent, the Issuing Banks and the Lenders and dated the Effective

Date) of Wachtell, Lipton, Rosen & Katz and Orrick, Herrington & Sutcliffe LLP, counsel for the Borrower, in form and substance reasonably satisfactory to the Administrative Agent. The Borrower hereby requests such counsel to deliver such opinion.

(d) The Administrative Agent shall have received (i) certified copies of the resolutions of the board of directors (or comparable governing body) of the Borrower and the Guarantors approving the transactions contemplated by the Loan Documents to which each such Loan Party is a party and the execution and delivery of such Loan Documents to be delivered by such Loan Party on the Effective Date, and all documents evidencing other necessary organizational action and governmental approvals, if any, with respect to the Loan Documents and (ii) all other documents reasonably requested by the Administrative Agent relating to the organization, existence and good standing of the Guarantors and the Borrower and authorization of the transactions contemplated hereby.

(e) The Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of the Borrower and each Guarantor certifying the names and true signatures of the officers of such entity authorized to sign the Loan Documents to which it is a party, to be delivered by such entity on the Effective Date and the other documents to be delivered hereunder on the Effective Date.

(f) The Administrative Agent shall have received (i) a certificate, dated the Effective Date and signed on behalf of the Borrower by the President, a Vice President or a Financial Officer of the Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02 as of the Effective Date, and (ii) a solvency certificate, dated the Effective Date and signed on behalf of the Borrower by the most senior financial officer of the Borrower, certifying that, as of the Effective Date, the Borrower and the Restricted Subsidiaries, taken as a whole, are, and after giving effect to the Transactions and any Borrowings on the Effective Date, Solvent.

(g) The Lenders, the Administrative Agent and the Arrangers shall have received all fees required to be paid by the Borrower on the Effective Date, and all expenses required to be reimbursed by the Borrower for which invoices have been presented at least three Business Days prior to the Effective Date, on or before the Effective Date.

(h) The Administrative Agent shall have received, at least three Business Days prior to the Effective Date, to the extent reasonably requested by the Administrative Agent, any Issuing Bank or any of the Lenders at least five Business Days prior to the Effective Date, (i) all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA Patriot Act and (ii) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification.

(i) The Administrative Agent shall have received (i) audited consolidated financial statements of the Borrower for the annual period ended December 31, 2017 and (ii) unaudited interim consolidated financial statements of the Borrower for the quarterly period ended June 30, 2018.

(j) Since December 31, 2017, no event, development or circumstance exists or has occurred that has had or could reasonably be expected to have a Material Adverse Effect.

The Administrative Agent shall notify the Borrower and the Lenders of the Effective Date, and such notice shall be conclusive and binding. Without limiting the generality of the provisions of Article 8, for purposes of determining compliance with the conditions specified in this Section, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Effective Date specifying its objection thereto.

Section 4.02 Each Credit Event. Except as expressly set forth in Section 2.18(a), the obligation of each Lender to make a Loan on the occasion of any Borrowing, and of the Issuing Banks to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions:

(a) The representations and warranties of the Borrower set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing, or the date of issuance, amendment, extension or increase of such Letter of Credit, as applicable, except that (i) for purposes of this Section, the representations and warranties contained in Section 3.04(a) shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b) (subject, in the case of unaudited and draft financial statements furnished pursuant to clauses (a) and (b), to year-end audit adjustments and the absence of footnotes), respectively, of Section 5.01, (ii) to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date and (iii) to the extent that such representations and warranties are already qualified or modified by materiality or words of similar effect in the text thereof, they shall be true and correct in all respects.

(b) At the time of and immediately after giving effect to such Borrowing, or issuance, amendment, extension or increase of a Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing.

(c) The Administration Agent shall have received a Borrowing Request and such other documentation and assurances as shall be reasonably required by it in connection therewith.

(d) The Issuing Banks shall have received all documentation and assurances required under Section 2.19 or otherwise as shall be reasonably required by it in connection therewith.

Each Borrowing or issuance, amendment, extension or increase of a Letter of Credit, as applicable, shall be deemed to constitute a representation and warranty by the Borrower that the conditions specified in paragraphs (a) and (b) of this Section 4.02 have been satisfied as of the date thereof. Notwithstanding anything to the contrary herein, a conversion of a Borrowing to a different Type or a continuation of a Borrowing shall not be deemed to constitute a Borrowing for purposes of this Section 4.02.

ARTICLE V

AFFIRMATIVE COVENANTS

Until the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees and expenses and other amounts payable hereunder shall have been paid in full and the cancellation or expiration with no pending drawings or Cash Collateralization of all Letters of

Credit on terms reasonably satisfactory to the applicable Issuing Bank in an amount equal to the Agreed L/C Cash Collateral Amount of all Letter of Credit Usage, the Borrower covenants and agrees with the Lenders that:

Section 5.01 Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent (for distribution to each Lender):

(a) commencing with the fiscal year ending December 31, 2018, within (x) prior to an IPO, 120 days after each fiscal year end of the Borrower and (y) on and after an IPO, 90 days after each fiscal year end of the Public Company, its audited consolidated balance sheet and related statements of income and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by Deloitte LLP, or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception (other than a qualification related to the maturity of the Commitments and the Loans at the Maturity Date) and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower (or, after an IPO, the Public Company) and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;

(b) commencing with the fiscal quarter ended September 30, 2018, (x) prior to an IPO, within 90 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower and (y) on and after an IPO, within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Public Company, its consolidated balance sheet and related statement of income as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower (or, after an IPO, the Public Company) and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;

(c) concurrently with any delivery of financial statements under clause (a) or (b) above, a compliance certificate of a Financial Officer of the Borrower (or, after an IPO, the Public Company) in substantially the form of Exhibit F attached hereto (i) certifying as to whether a Default or Event of Default has occurred and is continuing as of the date thereof and, if a Default or Event of Default has occurred and is continuing as of the date thereof, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.09 as of the last day of the applicable fiscal quarter or fiscal year for which such financial statements are being delivered, (iii) if and to the extent that any change in GAAP that has occurred since the date of the audited financial statements referred to in Section 3.04 had an impact on such financial statements, setting forth a statement of reconciliation conforming such financial statements to GAAP, provided that such statement of reconciliation shall be required only if and to the extent necessary for the determination of compliance with Section 6.09, (iv) certifying as to the current list of Unrestricted Subsidiaries appropriately designated as such pursuant to Section 5.11(a) and (v) certifying as to the current list of Material Domestic Subsidiaries (excluding any Material Domestic Subsidiaries that are Excluded Subsidiaries);

(d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Restricted Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, as the case may be, in each case that is not otherwise required to be delivered to the Administrative Agent pursuant hereto;

(e) concurrently with any delivery of financial statements under clause (a) or (b) above, the Borrower shall provide unaudited financial statements of the character and for the dates and periods as in such clauses (a) and (b) covering the Unrestricted Subsidiaries on a combined basis (if any), together with a consolidating statement reflecting eliminations or adjustments required to reconcile the financial statements of such Unrestricted Subsidiaries to the financial statements delivered pursuant to such clauses (a) and (b); provided that the Borrower shall not be required to provide such financial statements unless the Borrower compiles such combined financial statements as part of its regular internal reporting processes or is able to compile such combined financial statements without undue effort or expense;

(f) prior to the first filing of a registration statement on Form S-1 with respect to the Qualified Equity Interests of the Public Company (or such earlier time at which the Borrower anticipates in good faith that it will be filing a registration statement on Form S-1 in the following four months), concurrently with any delivery of financial statements under clause (a) above, an annual summary profit and loss forecast (in substantially the form attached hereto as Exhibit I) (it being understood that (x) the first such annual summary profit and loss forecast shall be due concurrently with the delivery of the audited financial statements with respect to the fiscal year ended December 31, 2018 pursuant to clause (a) above and (y) if an annual summary profit and loss forecast is not provided because the Borrower anticipates in good faith that it will be filing a registration statement on Form S-1 in the following four months but does not so file such Form S-1, the Borrower shall deliver the annual summary profit and loss forecast promptly (and in any event within 30 days of the end of such four month period) thereafter);

(g) promptly following any request in writing (including any electronic message) therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Restricted Subsidiary, or compliance with the terms of this Agreement or any other Loan Document, as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request; and

(h) not later than 45 days after the last day of each fiscal quarter, beginning with the quarter ended September 30, 2018, the Borrower shall deliver a report containing a summary of the performance data (including delinquency and default data) for the immediately preceding fiscal quarter with respect to the managed pool of student loans, personal loans and mortgage loans which are owned, originated, and serviced by the Borrower or any of its Subsidiaries, and including any securitized loans which were originated and are being serviced by the Borrower or any of its Subsidiaries as of the end of such fiscal quarter, which at the time of origination, complied with the Borrower’s underwriting criteria, whether or not such loans are required to be reflected as assets of the Borrower and its Subsidiaries on a consolidated balance sheet of the Borrower prepared in accordance with GAAP.

Information required to be delivered pursuant to Section 5.01(a), Section 5.01(b) or Section 5.01(d) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such information, or provides a link thereto on the Borrower’s website on the Internet on any investor relations page at http://www.sofi.com (or any successor page) or at http://www.sec.gov; or (ii) on which such information is posted on the Borrower’s behalf on an Internet or intranet website, if any, to which the Lenders and the Administrative Agent have been granted access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that in the case of each of clause (i) and (ii) above, the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents.

Section 5.02 Notices of Material Events. The Borrower will furnish to the Administrative Agent (for distribution to each Lender) prompt written notice of the following:

(a) the occurrence of any Default or Event of Default;

(b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any Restricted Subsidiary thereof that could reasonably be expected to result in a Material Adverse Effect;

Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Section 5.03 Existence; Conduct of Business. The Borrower will, and will cause each of its Restricted Subsidiaries (other than any Immaterial Subsidiaries) to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business; provided that (i) the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03, and (ii) none of the Borrower or any of its Restricted Subsidiaries (other than any Immaterial Subsidiaries) shall be required to preserve, renew or keep in full force and effect its rights, licenses, permits, privileges or franchises where failure to do so would not reasonably be expected to result in a Material Adverse Effect.

Section 5.04 Payment of Taxes and Other Claims. The Borrower will, and will cause each of its Restricted Subsidiaries to, pay all Tax liabilities, including all Taxes imposed upon it, upon its income or profits, or upon any properties or operations that, if unpaid, could reasonably be expected to result in a Material Adverse Effect, before the same shall become delinquent or in default, and all lawful claims other than Tax liabilities that, if unpaid, would become a Lien upon any properties of the Borrower or any of its Restricted Subsidiaries not otherwise permitted under Section 6.02, in both cases except where the validity or amount thereof is being contested in good faith by appropriate proceedings and to the extent required by GAAP, the Borrower or such Restricted Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP.

Section 5.05 Maintenance of Properties; Insurance. The Borrower will, and will cause each of its Restricted Subsidiaries to, (a) keep and maintain all property used in the conduct of its business

in good working order and condition, ordinary wear and tear and casualty events excepted, except to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect and (b) maintain insurance with financially sound and reputable insurance companies in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations.

Section 5.06 Books and Records; Inspection Rights. The Borrower will, and will cause each of its Restricted Subsidiaries to, keep proper books of record and account in which entries full, true and correct in all material respects are made and are sufficient to prepare financial statements in accordance with GAAP. The Borrower will, and will cause each of its Restricted Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender (pursuant to the request made through the Administrative Agent), upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records to the extent reasonably necessary, and to discuss its affairs, finances and condition with its officers and independent accountants (provided that the Borrower or such Restricted Subsidiary shall be afforded the opportunity to participate in any discussions with such independent accountants), all at such reasonable times and as often as reasonably requested (but no more than once annually if no Event of Default exists). Notwithstanding anything to the contrary in this Section, none of the Borrower or any of its Restricted Subsidiaries 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 or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives) is prohibited by applicable law or any third party contract legally binding on Borrower or its Restricted Subsidiaries, or (iii) is subject to attorney, client or similar privilege or constitutes attorney work-product.

Section 5.07 ERISA-Related Information. The Borrower shall supply to the Administrative Agent (in sufficient copies for all the Lenders, if the Administrative Agent so requests): (a) promptly and in any event within 15 days after the Borrower, any Restricted Subsidiary or any ERISA Affiliate files a Schedule B (or such other schedule as contains actuarial information) to IRS Form 5500 in respect of a Plan with Unfunded Pension Liabilities, a copy of such IRS Form 5500 (including the Schedule B); (b) promptly and in any event within 30 days after the Borrower, any Restricted Subsidiary or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of the most senior financial officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by such Borrower, Restricted Subsidiary, or ERISA Affiliate from the PBGC or any other governmental agency with respect thereto; provided that, in the case of ERISA Events under paragraph (b) of the definition thereof, in no event shall notice be given later than the occurrence of the ERISA Event; (c) promptly, and in any event within 30 days, after becoming aware that there has been (i) a material increase in Unfunded Pension Liabilities (taking into account only Pension Plans with positive Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable; (ii) the existence of potential withdrawal liability under Section 4201 of ERISA, if the Borrower, any Restricted Subsidiary and the ERISA Affiliates were to withdraw completely from any and all Multiemployer Plans, (iii) the adoption of, or the commencement of contributions to, any Plan subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA by the Borrower, any Restricted Subsidiary or any ERISA Affiliate, or (iv) the adoption of any amendment to a Plan subject to Title IV of ERISA or Section 412 of the Code or

Section 302 of ERISA which results in a material increase in contribution obligations of the Borrower, any Restricted Subsidiary or any ERISA Affiliate, a detailed written description thereof from the most senior financial officer of the Borrower; and (d) if, at any time after the Effective Date, the Borrower, any Restricted Subsidiary or any ERISA Affiliate maintains, or contributes to (or incurs an obligation to contribute to), a Pension Plan or Multiemployer Plan which is not set forth in Schedule 3.11 to the Disclosure Letter, then the Borrower shall deliver to the Administrative Agent an updated Schedule 3.11 to the Disclosure Letter as soon as practicable, and in any event within 30 days after the Borrower, such Restricted Subsidiary or such ERISA Affiliate maintains, or contributes to (or incurs an obligation to contribute to), thereto.

Section 5.08 Compliance with Laws and Agreements. The Borrower will, and will cause each of its Restricted Subsidiaries to, comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property and all indentures, agreements and other instruments binding upon it or its property, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. The Borrower will maintain in effect and use reasonable measures to enforce policies and procedures designed to promote compliance by the Borrower, its Restricted Subsidiaries and their respective directors, officers, employees and agents with applicable Anti-Corruption Laws, applicable Anti-Terrorism Laws and applicable Sanctions.

Section 5.09 Use of Proceeds. The proceeds of the Loans and any Letter of Credit will be used only for working capital and general corporate purposes, including, without limitation, for acquisitions, stock repurchases and other Investments not prohibited hereunder. No part of the proceeds of any Loan or Letter of Credit will be used (i) whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regulations T, U and X or (ii) for the purpose of making any Restricted Payment pursuant to Section 6.04(viii).

Section 5.10 Guarantors. If, as of the date of the most recently available financial statements delivered pursuant to Section 5.01(a) or 5.01(b), as the case may be, any Person shall have become a Material Domestic Subsidiary, then the Borrower shall, (i) within 45 days thereafter (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, cause such Material Domestic Subsidiary to enter into a Guaranty, or, if a Guaranty has previously been entered into by a Material Domestic Subsidiary (and remains in effect), a joinder agreement to such Guaranty in form and substance reasonably satisfactory to the Administrative Agent, and (ii) on or prior to the date any Guaranty or joinder agreement to a Guaranty has been delivered pursuant to clause (i) above, deliver to the Administrative Agent, each Issuing Bank and each Lender all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA Patriot Act; provided that this Section 5.10 shall not apply to any Material Domestic Subsidiary that is an Excluded Subsidiary. If requested by the Administrative Agent, the Administrative Agent shall receive an opinion of counsel for the Borrower in customary form and substance reasonably satisfactory to the Administrative Agent in respect of matters reasonably requested by the Administrative Agent relating to any Guaranty or joinder agreement delivered pursuant to this Section, dated as of the date of such Guaranty or joinder agreement.

Section 5.11 Designation of Restricted and Unrestricted Subsidiaries.

(a) The board of directors of the Borrower may designate any Subsidiary, including a newly acquired or created Subsidiary, to be an Unrestricted Subsidiary if it meets the following qualifications:

(i) such Subsidiary does not own any Equity Interest of the Borrower or any Restricted Subsidiary;

(ii) the Borrower would be permitted to make an Investment at the time of the designation in an amount equal to the aggregate fair market value of all Investments of the Borrower or its Restricted Subsidiaries in such Subsidiary;

(iii) any guarantee or other credit support thereof by the Borrower or any Restricted Subsidiary is permitted under Section 6.01 or Section 6.08;

(iv) neither the Borrower nor any Restricted Subsidiary has any obligation to subscribe for additional Equity Interests of such Subsidiary or to maintain or preserve its financial condition or cause it to achieve specified levels of operating results except to the extent permitted by Section 6.01 or Section 6.08;

(v) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing or would result from such designation; and

(vi) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “restricted subsidiary” or a “guarantor” (or any similar designation) for any other Material Indebtedness of the Borrower or a Restricted Subsidiary that includes the concept of “unrestricted” subsidiaries.

Once so designated, the Subsidiary will remain an Unrestricted Subsidiary, subject to subsection (b).

(b) A Subsidiary previously designated as an Unrestricted Subsidiary which fails to meet the qualifications set forth in Section 5.11(a)(i), (a)(iii) or (a)(iv) will be deemed to become at that time a Restricted Subsidiary, subject to the consequences set forth in Section 5.11(d). The board of directors of the Borrower may designate an Unrestricted Subsidiary to be a Restricted Subsidiary if the designation would not cause a Default or Event of Default.

(i) all existing Investments of the Borrower and the Restricted Subsidiaries therein (valued at the Borrower’s proportional share of the fair market value of its assets less liabilities) will be deemed made at that time;

(ii) all existing Indebtedness of the Borrower or a Restricted Subsidiary held by it will be deemed incurred at that time, and all Liens on property of the Borrower or a Restricted Subsidiary held by it will be deemed incurred at that time;

(iii) all existing transactions between it and the Borrower or any Restricted Subsidiary will be deemed entered into at that time;

(iv) it is released at that time from the Loan Documents to which it is a party; and

(v) it will cease to be subject to the provisions of this Agreement as a Restricted Subsidiary.

(d) Upon an Unrestricted Subsidiary becoming, or being deemed to become, a Restricted Subsidiary pursuant to Section 5.11(b):

(i) all of its Indebtedness will be deemed incurred at that time for purposes of Section 6.01;

(ii) Investments therein previously charged under Section 6.08 will be credited thereunder;

(iii) if it is a Material Domestic Subsidiary, it shall be required to become a Guarantor pursuant to this Agreement to the extent it is not an Excluded Subsidiary; and

(iv) it will thenceforward be subject to the provisions of this Agreement as a Restricted Subsidiary.

(e) Any designation by the board of directors of the Borrower of a Subsidiary as an Unrestricted Subsidiary or a Restricted Subsidiary after the Effective Date will be evidenced to the Administrative Agent by promptly filing with the Administrative Agent a copy of the resolutions of the board of directors giving effect to the designation and a certificate of an officer of the Borrower certifying that the designation complied with the foregoing provisions.

ARTICLE VI

NEGATIVE COVENANTS

Until the Commitments have expired or terminated and the principal of and interest on each Loan and all fees and expenses and other amounts payable hereunder have been paid in full and the cancellation or expiration with no pending drawings or Cash Collateralization of all Letters of Credit on terms reasonably satisfactory to the applicable Issuing Bank in an amount equal to the Agreed L/C Cash Collateral Amount of all Letter of Credit Usage, the Borrower covenants and agrees with the Lenders that:

Section 6.01 Indebtedness. The Borrower will not, and will not permit any Restricted Subsidiary to, create, incur, assume or permit to exist any Indebtedness other than:

(a) [Reserved.];

(b) Indebtedness consisting of cash management services, including treasury, depository, overdraft, credit or debit card, purchasing cards, electronic funds transfer, cash pooling arrangements and other cash management arrangements of Borrower or any Subsidiary, in each case, in the ordinary course of business;

(c) Indebtedness in respect of (1) bid bonds, performance bonds, surety bonds and similar obligations, in each case, incurred by Borrower or any of its Restricted Subsidiaries in the ordinary course of business, (2) appeal bonds in respect of judgments not constituting an Event of Default under Section 7.01(k) and (3) guarantees or obligations with respect to letters of credit supporting such bid bonds, performance bonds, surety bonds, appeal bonds and similar obligations;

(d) Indebtedness representing the financing of insurance premiums in the ordinary course of business;

(e) Guarantees of Indebtedness of the Borrower or any Restricted Subsidiary so long as such guaranteed Indebtedness is permitted under this Section 6.01; provided, that if the Indebtedness that is being guaranteed is unsecured and/or subordinated to the Obligations, the Guarantee shall also be unsecured and/or subordinated to the Obligations.

(f) (x) Indebtedness constituting Capital Lease Obligations and Purchase Money Indebtedness and any Refinancing Indebtedness in respect thereof; provided that the aggregate principal amount of Indebtedness pursuant to this clause (f) shall not exceed $250,000,000 at any time outstanding, and (y) any Refinancing Indebtedness in respect thereof;

(g) (x) Indebtedness in an aggregate principal amount at any time outstanding not to exceed the sum of (i) $500,000,000 plus (ii) so long as the Borrower has provided the financial statements described in Section 5.01(a) or 5.01(b), as applicable, any additional or other amount of Indebtedness, so long as, solely in this case of this clause (ii), the Leverage Ratio does not exceed 0.75 to 1.00 (or, if such Indebtedness is incurred in connection with any Permitted Acquisition, 1.00 to 1.00), determined on a pro forma basis after giving effect to such Indebtedness as of the end of the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered and treating any New Commitments incurred on such date (or, in the case, of a Limited Conditionality Acquisition, to be incurred in connection with such acquisition) and any such Indebtedness consisting of a revolving credit facility, together with all Commitments hereunder, as fully drawn; provided, that, in the case of any such Indebtedness the proceeds of which are to be used primarily to consummate a Limited Conditionality Acquisition substantially concurrently with the issuance or incurrence of such Indebtedness, the Leverage Ratio shall be determined on the date the acquisition agreement with respect to such Limited Conditionality Acquisition is signed and not on the date such Indebtedness is incurred or issued; and (y) any Refinancing Indebtedness in respect of Indebtedness incurred under clause (g)(x)(ii));

(h) Obligations under the Loan Documents;

(i) letters of credit denominated in currencies not available under this Agreement;

(j) (x) Indebtedness consisting of Convertible Notes; provided that with respect to any Convertible Notes that may be exchangeable for or convertible into cash (other than payment of principal of, and interest on, such Convertible Notes), the Leverage Ratio as of the date of issuance of such Convertible Notes, determined on a pro forma basis immediately after giving effect to the issuance of such Convertible Notes (and treating the Commitments hereunder as fully drawn) as of the end of the most recently ended fiscal quarter of the Borrower, shall not exceed 1.00 to 1.00; provided further that Indebtedness shall be determined without taking into account any cash or cash equivalents constituting proceeds of any such Convertible Notes to be issued on such date that may

otherwise reduce the amount of Indebtedness, and (y) any Refinancing Indebtedness in respect thereof;

(k) Indebtedness between or among the Borrower and any Restricted Subsidiary; and

(l) Indebtedness incurred in connection with any Permitted Asset-Based Financing, including any Guarantee thereof.

Notwithstanding the foregoing, any Indebtedness owed by a Loan Party to a Restricted Subsidiary that is not a Loan Party shall be permitted only to the extent subordinated to the Obligations pursuant to an intercompany subordination agreement in substantially the form attached hereto as Exhibit H or on such other customary terms reasonably satisfactory to the Administrative Agent.

Section 6.02 Liens. The Borrower will not, and will not permit any Restricted Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it except:

(a) Permitted Encumbrances;

(b) any Lien on any property or asset of the Borrower or any Restricted Subsidiary existing on the date hereof and set forth in Schedule 6.02 to the Disclosure Letter and any modifications, renewals and extensions thereof and any Lien granted as a replacement or substitute therefor; provided that (i) such Lien shall not apply to any other property or asset of the Borrower or any Restricted Subsidiary other than improvements thereon or proceeds thereof, and (ii) such Lien shall secure only those obligations which it secures on the date hereof and any refinancing, extension, renewal or replacement thereof that does not increase the outstanding principal amount thereof except by an amount equal to a premium or other amount paid, and fees and expenses incurred, in connection with such refinancing, extensions, renewals or replacements;

(c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Restricted Subsidiary or existing on any property or asset of any Person that becomes a Restricted Subsidiary after the date hereof prior to the time such Person becomes a Restricted Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Restricted Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Borrower or any Restricted Subsidiary, and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Restricted Subsidiary, as the case may be, and any refinancing, extension, renewal or replacement thereof that does not increase the outstanding principal amount thereof except by an amount equal to a premium or other amount paid, and fees and expenses incurred, in connection with such refinancing, extensions, renewals or replacements;

(d) Liens on fixed or capital assets acquired, constructed, financed or improved by the Borrower or any Restricted Subsidiary; provided that (i) such security interests secure Indebtedness that is not prohibited by Section 6.01, (ii) such security interests and the Indebtedness secured thereby are initially incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving such fixed or capital assets and

customary related expenses, and (iv) such security interests shall not apply to any other property or assets of the Borrower or any Restricted Subsidiary other than additions, accessions, parts, attachments or improvements thereon or proceeds thereof; provided that clauses (ii) and (iii) shall not apply to any Refinancing Indebtedness pursuant to Section 6.01(f) hereof or any Lien securing such Refinancing Indebtedness;

(e) (i) non-exclusive licenses, sublicenses, leases or subleases and (ii) licenses of intellectual property that are exclusive as to territory only as to geographical areas outside of the United States, in each case granted to others in the ordinary course of business or granted to the Borrower or any Restricted Subsidiary, in each case not interfering in any material respect with the business of the Borrower and its Restricted Subsidiaries, taken as a whole;

(f) the interest and title of a lessor or licensor under any lease, license, sublease or sublicense entered into by the Borrower or any Restricted Subsidiary in the ordinary course of its business and other statutory and common law landlords’ Liens under leases;

(g) in connection with the sale or transfer of any assets in a transaction not prohibited hereunder, customary rights and restrictions contained in agreements relating to such sale or transfer pending the completion thereof;

(h) in the case of any joint venture, any put and call arrangements related to its Equity Interests set forth in its organizational documents or any related joint venture or similar agreement;

(i) Liens securing Indebtedness to finance insurance premiums owing in the ordinary course of business to the extent such financing is not prohibited hereunder;

(j) Liens on earnest money deposits of cash or cash equivalents made in connection with any acquisition not prohibited hereunder;

(k) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and cash equivalents or other securities on deposit in one or more accounts maintained by the Borrower or any Restricted Subsidiary, in each case granted in the ordinary course of business in favor of the banks, securities intermediaries or other depository institutions with which such accounts are maintained, securing amounts owing to such institutions with respect to cash management, operating account arrangements and similar arrangements;

(l) Liens in the nature of the right of setoff in favor of counterparties to contractual agreements not otherwise prohibited hereunder with the Borrower or any of its Restricted Subsidiaries in the ordinary course of business;

(m) the provision of cash collateral securing Indebtedness incurred pursuant to Section 6.01(i);

(n) Liens and deposits securing obligations under Swap Agreements entered to hedge or mitigate commercial risk and not for speculative purposes;

(o) Liens securing reimbursement obligations with respect to commercial letters of credit which encumber documents and other property relating to such letters of credit and products and proceeds thereof;

(p) Liens in favor of the Loan Parties or Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of another Restricted Subsidiary that is not a Loan Party;

(q) other Liens securing obligations not otherwise permitted hereunder in an aggregate principal amount at any time outstanding not to exceed $300,000,000; and

(r) Liens incurred in connection with any Permitted Asset-Based Financing.

Section 6.03 Fundamental Changes.

(a) The Borrower will not, and will not permit any Restricted Subsidiary to, (x) merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, (y) sell, transfer, license, lease, enter into any sale-leaseback transactions with respect to, or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of the assets of the Borrower and the Restricted Subsidiaries, taken as a whole (in each case, whether now owned or hereafter acquired) or (z) liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing:

(i) any Restricted Subsidiary or any other Person may merge into or consolidate with the Borrower in a transaction in which the Borrower is the surviving corporation;

(ii) any Person (other than the Borrower) may merge into or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary (provided that any such merger or consolidation involving a Guarantor must result in a Guarantor as the surviving entity);

(iii) any Restricted Subsidiary may sell, transfer, license, lease or otherwise dispose of its assets to the Borrower or to another Restricted Subsidiary; provided that any such disposition under this clause (iii) that is made to a Restricted Subsidiary that is not a Loan Party shall in no event be permitted if it would comprise all or substantially all of the assets of the Borrower and its Restricted Subsidiaries, taken as a whole;

(iv) in connection with any acquisition, any Restricted Subsidiary may merge into or consolidate with any other Person, so long as the Person surviving such merger or consolidation shall be a Restricted Subsidiary (provided that any such merger or consolidation involving a Guarantor must result in a Guarantor as the surviving entity);

(v) any Restricted Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; and

(vi) any Restricted Subsidiary may sell, lease, transfer or otherwise dispose of all or substantially all assets of any Special Purpose Financing Subsidiary in connection with any Permitted Asset-Based Financing.

(b) The Borrower will not, and will not permit any of its Restricted Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Restricted Subsidiaries on the date of execution of this Agreement and businesses reasonably related, complementary, ancillary or incidental thereto or that constitute reasonable extensions thereof (including, without limitation, any extension from consumer to business-to-business products and services).

For the avoidance of doubt, nothing in this Section 6.03 shall be deemed to restrict the transfer by the Borrower or any Restricted Subsidiary of intellectual property and/or the Equity Interests in any Foreign Subsidiary or Foreign Subsidiaries to any Foreign Subsidiary that is a Restricted Subsidiary.

Section 6.04 Restricted Payments. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, declare or make any Restricted Payments with respect to the Borrower or any of its Restricted Subsidiaries, except:

(i) any Restricted Subsidiary of the Borrower may make Restricted Payments to the Borrower or to any direct or indirect wholly-owned Restricted Subsidiary of the Borrower, and any non-wholly-owned Restricted Subsidiary may make Restricted Payments to the Borrower or any of its other Restricted Subsidiaries and to each other owner of Equity Interests of such Restricted Subsidiary ratably based on their relative ownership interests of the relevant class of Equity Interests;

(ii) the Borrower may declare and make dividends payable solely in additional shares of Borrower’s Qualified Equity Interests and may exchange Equity Interests for its Qualified Equity Interests;

(iii) the Borrower may (x) repurchase fractional shares of its Equity Interests arising out of stock dividends, splits or combinations, business combinations or conversions of convertible securities or exercises of warrants or options, (y) “net exercise” or “net share settle” warrants or options or (z) so long as no Event of Default then exists or would result therefrom, make cash settlement payments upon the exercise of warrants or options to purchase its Equity Interests;

(iv) the Borrower may (x) redeem or otherwise cancel Equity Interests or rights in respect thereof granted to (or make payments on behalf of) directors, officers, employees or other providers of services to the Borrower and the Restricted Subsidiaries in an amount required to satisfy tax withholding obligations relating to the vesting, settlement or exercise of such Equity Interests or rights or (y) repurchase Equity Interests or rights in respect thereof granted to directors, officers, employees or other providers of services to the Borrower and the Restricted Subsidiaries pursuant to a right of repurchase set forth in equity compensation plans in connection with a cessation of service;

(v) following a Qualifying IPO, the Borrower or any Restricted Subsidiary may make any Restricted Payment that has been declared by the Borrower or such Restricted Subsidiary, so long as (A) such Restricted Payment would be otherwise permitted under clause (viii) of this Section 6.04 at the time so declared and (B) such Restricted Payment is made within 60 days of such declaration;

(vi) following a Qualifying IPO, the Borrower may repurchase Equity Interests pursuant to any accelerated stock repurchase or similar agreement; provided that the payment made by the Borrower with respect to such repurchase would be otherwise permitted under clause (viii) of this

Section 6.04 at the time such agreement was entered into as if it was a Restricted Payment made by the Borrower at such time;

(vii) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans or agreements for directors, management, employees or other eligible service providers of the Borrower or its Restricted Subsidiaries;

(viii) so long as no Default or Event of Default then exists or would result therefrom, the Borrower may declare or make Restricted Payments not otherwise permitted under this Section 6.04 if, after giving pro forma effect to such Restricted Payment, the Borrower and its Restricted Subsidiaries have Liquidity of at least $500,000,000;

(ix) so long as no Default or Event of Default then exists or would result therefrom, the Borrower may make Restricted Payments not otherwise permitted under this Section 6.04 (x) using the proceeds of any issuance of Equity Interests (provided that such Restricted Payment and the issuance of Equity Interests are substantially concurrent) or (y) that are announced in connection with a Qualifying IPO;

(x) the acquisition by the Borrower of Equity Interests issued by the Borrower in connection with the satisfaction of loans made by the Borrower to one or more of its stockholders; provided that such loans were in existence as of the Effective Date;

(xi) the receipt or acceptance by the Borrower or any Restricted Subsidiary of the return of Equity Interests issued by the Borrower or any Restricted Subsidiary to the seller of a Person, business or division as consideration for the purchase of such Person, business or division, which return is in settlement of indemnification claims owed by such seller in connection with such acquisition;

(xii) following a Qualifying IPO, the Borrower may repurchase Equity Interests pursuant to the terms of a call spread or similar arrangement entered into in connection with the issuance of Convertible Notes;

(xiii) the Borrower may make ordinary-course dividend payments in respect of Equity Interests of the Borrower and payments to repurchase Equity Interests of the Borrower in satisfaction of regulatory requirements or pursuant to “rights of first refusal,” in each case not otherwise permitted under this Section 6.04, in an aggregate amount not to exceed $400,000,000; and

(xiv) the Borrower may make any intercompany payments not otherwise permitted under this Section 6.04 in connection with any Permitted Asset-Based Financing.

Section 6.05 Restrictive Agreements. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets to secure the Obligations or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its Equity Interests or to make or repay loans or advances to the Borrower or any other Restricted Subsidiary or of any Restricted Subsidiary to Guarantee Indebtedness of the Borrower or any other Restricted Subsidiary under the Loan Documents; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by

law or by this Agreement or any other Loan Document, (ii) the foregoing shall not apply to prohibitions, restrictions and conditions existing on the date hereof (and any amendments or modifications thereof that do not materially expand the scope of any such prohibition, restriction or condition), (iii) the foregoing shall not apply to customary prohibitions, restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary or assets of the Borrower or any Restricted Subsidiary pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary or assets to be sold and such sale is not prohibited hereunder, (iv) the foregoing shall not apply to any agreement, prohibition, or restriction or condition in effect at the time any Restricted Subsidiary becomes a Restricted Subsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of the Borrower (and any amendments or modifications thereof that do not materially expand the scope of any such prohibition restriction or condition), (v) the foregoing shall not apply to customary provisions in joint venture agreements and other similar agreements applicable to joint ventures, (vi) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (vii) clause (a) of the foregoing shall not apply to customary provisions in leases, licenses, sub-leases and sub-licenses and other contracts restricting the assignment thereof, (viii) the foregoing shall not apply to restrictions or conditions set forth in any agreement governing Indebtedness not prohibited by Section 6.01; provided that such restrictions and conditions are customary for such Indebtedness (as determined in good faith by the Borrower), (ix) the foregoing shall not apply to restrictions on cash or other deposits (including escrowed funds) imposed under contracts entered into in the ordinary course of business or restrictions imposed by the terms of a Permitted Lien on the property subject to such Permitted Lien, (x) the foregoing shall not apply to encumbrances, restrictions, limitations, conditions or prohibitions in respect of Financing Assets or any other types of assets subject to, and any other encumbrances, restrictions, limitations, conditions or prohibitions consisting of customary provisions in connection with, any Permitted Asset-Based Financing (including any Special Purpose Financing Subsidiary created in connection therewith) and (xi) the foregoing shall not apply to any other instrument or agreement entered into after the Effective Date that contains any encumbrances, restrictions, limitations, conditions or prohibitions that, as determined by the Borrower, will not materially adversely affect the Borrower’s ability to make payments on the Loans.

Section 6.06 Transactions with Affiliates. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates (other than between or among the Borrower and its Restricted Subsidiaries and not involving any other Affiliate except as otherwise permitted hereunder), except (a) on terms and conditions not less favorable to the Borrower or such Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (b) payment of customary directors’ fees, reasonable out-of-pocket expense reimbursement, indemnities (including the provision of directors and officers insurance) and compensation arrangements for members of the board of directors, officers or other employees of the Borrower or any of its Subsidiaries, (c) transactions approved by a majority of the disinterested directors of Borrower’s board of directors, (d) any transaction involving amounts less than $500,000 individually and $5,000,000 in the aggregate, (e) any Restricted Payment permitted by Section 6.04, and (f) transactions with Affiliates entered into in connection with any Permitted Asset-Based Financing.

Section 6.07 [Reserved].

Section 6.08 Investments. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, make or own any Investment in any Person, except:

(a) Investments existing on the date hereof;

(b) Investments by any Loan Party or any Restricted Subsidiary in any Loan Party or any Restricted Subsidiary;

(c) Investments in Joint Ventures and Unrestricted Subsidiaries in an aggregate amount for all Investments under this clause (c) not to exceed the greater of (x) $1,000,000,000 and (y) 10% of Total Assets;

(d) payroll, travel, moving, entertainment and similar advances to directors and employees of the Borrower or any Subsidiary to cover matters that are expected at the time of such advances to be treated as expenses of the Borrower or such Subsidiary for accounting purposes and that are made in the ordinary course of business;

(e) loans or advances to directors and employees of the Borrower or any Subsidiary made in the ordinary course of business; provided that the aggregate amount of such loans and advances outstanding at any time shall not exceed $50,000,000;

(f) Permitted Acquisitions;

(g) Investments not otherwise permitted by the foregoing provisions of this Section 6.08 in an aggregate amount for all such Investments under this clause (g) not to exceed the greater of (x) $100,000,000 and (y) 5% of Total Assets;

(h) on or after an IPO, loans or advances to directors and employees of the Borrower or any Subsidiary made to satisfy tax obligations relating to the vesting, settlement or exercise of Equity Interests or rights;

(i) following a Qualifying IPO, any call spread or similar arrangement in connection with the issuance of Convertible Notes;

(j) Investments arising as a result of, or in or by any Special Purpose Financing Subsidiary made in connection with any Permitted Asset-Based Financing, including Investment of funds held in accounts permitted or required by the arrangements governing any sale or disposition of assets relating to any Permitted Asset-Based Financing;

(k) any Guarantee of Indebtedness permitted by Section 6.01 hereunder;

(l) accounts receivable, security deposits and prepayments arising and trade credit granted in the ordinary course of business;

(m) Investments of a Restricted Subsidiary acquired after the Effective Date or of a person merged into the Borrower or a Restricted Subsidiary after the Effective Date, in each case to the extent that such Investments were not made in contemplation of or in connection with any such acquisition or merger;

(n) Guarantees by the Borrower or any Restricted Subsidiary of obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business;

(o) Investments to the extent that payment for such Investments is made with Equity Interests (other than Disqualified Equity Interests) of the Borrower or Public Company, as the case may be; and

(p) Investments by the Borrower or any Restricted Subsidiary to the extent the Borrower or such Restricted Subsidiary would be able to make a Restricted Payment under Section 6.04 in such amount; provided that the amount of any such Investment shall also be deemed to be a Restricted Payment under the appropriate clause of Section 6.04 for all purposes hereunder; and

(q) Permitted Investments.

Notwithstanding anything herein to the contrary, after the date hereof (x) the Borrower and each other obligor will not, and will not permit any of its Restricted Subsidiaries to, allow or cause any Domestic Subsidiary to be a subsidiary of a Foreign Subsidiary (other than any Domestic Subsidiary that is an existing subsidiary of an acquired Foreign Subsidiary at the time of the Permitted Acquisition or is a Subsidiary of a Foreign Subsidiary on the date of this Agreement) and (y) none of the Borrower or any Restricted Subsidiary shall contribute any Material Intellectual Property to an Unrestricted Subsidiary (for the avoidance of doubt, clause (y) shall not restrict the acquisition, directly or indirectly, of any intellectual property by an Unrestricted Subsidiary from any third party).

Section 6.09 Financial Covenant. The Borrower shall not permit:

(a) Consolidated Tangible Net Worth as of the end of any fiscal quarter of the Borrower to be less than 50% of Consolidated Tangible Net Worth as of the Effective Date;

(b) the Leverage Ratio as of the end of any fiscal quarter of the Borrower to be greater than 2.0 to 1.0; and

(c) the amount of Unrestricted cash and Cash Equivalents of the Borrower and its consolidated Subsidiaries as of the last day of any calendar month ending after the Effective Date, as determined as of such date in accordance with GAAP, to be less than $100,000,000.

ARTICLE VII

EVENTS OF DEFAULT

Section 7.01 Events of Default.

If any of the following events (each, an “Event of Default”) shall occur:

(a) the Borrower shall fail to pay (i) any principal of any Loan when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise; or (ii) when due any amount payable to the applicable Issuing Bank in reimbursement of any drawing under any Letter of Credit;

(b) the Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in Section 7.01(a)) payable under any of the Loan Documents, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of three Business Days;

(c) any representation or warranty made or deemed made by or on behalf of the Borrower or any Restricted Subsidiary in or in connection with this Agreement or any other Loan Document or any amendment or modification hereof or thereof or waiver hereunder or thereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement, any other Loan Document or any amendment or modification hereof or thereof or waiver hereunder or thereunder, shall prove to have been incorrect in any material respect when made or deemed made; provided that, in each case, to the extent that such representations and warranties are already qualified or modified by materiality or words of similar effect in the text thereof, they shall be true and correct in all respects;

(d) the Borrower shall fail to observe or perform any covenant, condition or agreement contained in Section 5.02, Section 5.03 (solely with respect to the Borrower’s existence), Section 5.09 or in Article 6;

(e) the Borrower or any Restricted Subsidiary shall fail to observe or perform any covenant, condition or agreement contained in any of the Loan Documents (other than those specified in clause (a), (b) or (d) of this Section 7.01), and such failure shall continue unremedied for a period of 30 days after notice thereof from the Administrative Agent to the Borrower (which notice will be given at the request of any Lender);

(f) the Borrower or any Restricted Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) and such failure shall have continued after the applicable grace period, if any;

(g) any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both but with all applicable grace periods in respect of such event or condition under the documentation representing such Material Indebtedness having expired) the holder or holders of such Material Indebtedness or any trustee or agent on its or their behalf to cause such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this clause (g) shall not apply to (w) any requirement to, or any offer to, repurchase, prepay or redeem Indebtedness of a Person acquired in an acquisition permitted hereunder, to the extent such offer is required as a result of, or in connection with, such acquisition, (x) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, (y) any event or condition giving rise to any redemption, repurchase, conversion or settlement (or right to redeem, require repurchase, convert or settle) with respect to any Convertible Notes pursuant to its terms unless such redemption, repurchase, conversion or settlement (i) results from a default thereunder or an event of the type that constitutes an Event of Default or (ii) results from the occurrence of a “fundamental change” or “change in control” thereunder that requires cash payment thereon or cash redemption thereof or (z) an early payment requirement, unwinding or termination with respect to any

Swap Agreement except an early payment, unwinding or termination that results from a default or non-compliance thereunder by the Borrower or any Restricted Subsidiary, or another event of the type that would constitute an Event of Default;

(h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of the Borrower or any Restricted Subsidiary (other than any Immaterial Subsidiary) or its debts, or of a substantial part of its assets, under any Debtor Relief Law or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any Restricted Subsidiary (other than any Immaterial Subsidiary) or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered;

(i) except as may otherwise be permitted under Section 6.03, the Borrower or any Restricted Subsidiary (other than any Immaterial Subsidiary) shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Debtor Relief Law, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (h) of this Article, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any Restricted Subsidiary (other than any Immaterial Subsidiary) or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing;

(j) the Borrower or any Restricted Subsidiary (other than any Immaterial Subsidiary) shall become unable, admit in writing its inability or fail generally to pay its debts as they become due;

(k) one or more judgments for the payment of money in excess of $100,000,000 in the aggregate shall be rendered against the Borrower or any Restricted Subsidiary or any combination thereof (to the extent not paid or covered by a reputable and solvent independent third-party insurance company which has not disputed coverage) and the same shall remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of the Borrower or any Restricted Subsidiary to enforce any such judgment and such action shall not be stayed;

(l) one or more ERISA Events shall have occurred, other than as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect;

(m) a Change in Control shall occur; or

(n) any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the obligations hereunder or thereunder, ceases to be in full force and effect; or any Loan Party contests in any manner the validity or enforceability of any Loan Document;

then, and in every such event (other than an event with respect to the Borrower described in clause (h), (i) or (j) of this Section 7.01), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to

the Borrower, take either or both of the following actions, at the same or different times: (i) terminate the Commitments and the obligations of the Issuing Banks to issue any Letter of Credit, and thereupon the Commitments and the obligations of the Issuing Banks to issue any Letter of Credit shall terminate immediately, and (ii) (A) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower and (B) require that the Borrower Cash Collateralize the Letters of Credit in the amount of the Agreed L/C Cash Collateral Amount of the then Letter of Credit Usage; and, in the case of any event with respect to the Borrower described in clause (h), (i) or (j) of this Section 7.01, the Commitments and the obligations of the Issuing Banks to issue any Letter of Credit shall automatically terminate, and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.

Section 7.02 Application of Funds. After the exercise of remedies provided for in Section 7.01 (or after the Loans have automatically become immediately due and payable and the Letter of Credit Usage shall have automatically been required to be Cash Collateralized as set forth in Section 7.01), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order:

First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest but including fees, charges and disbursements of counsel to the Administrative Agent and the Issuing Banks and amounts payable pursuant to Sections 2.12 and 2.14) payable to the Administrative Agent and each Issuing Bank in their respective capacity as such; ratably among them in proportion to the respective amounts described in this clause First payable to them;

Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and fees payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders and amounts payable pursuant to Sections 2.12 and 2.14));

Third, to payment of that portion of the Obligations constituting accrued and unpaid fees and interest on the Loans, Letter of Credit Usage and other Obligations, ratably among the Lenders and the Issuing Bank in proportion to the respective amounts described in this clause Third held by them;

Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and Letter of Credit Usage comprised of drawings under Letters of Credit honored by the applicable Issuing Bank and not theretofore reimbursed by or on behalf of the Borrower, ratably among the Lenders and the applicable Issuing Bank, in proportion to the respective amounts described in this clause Fourth held by them;

Fifth, to the Administrative Agent for the account of the applicable Issuing Bank, to Cash Collateralize that portion of Letter of Credit Usage comprised of the aggregate undrawn amount of Letters of Credit at the Agreed L/C Cash Collateral Amount; and

Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or its designee or as otherwise required by law.

Subject to Section 2.19(i), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above, and thereafter applied as provided in clause “Last” above.

ARTICLE VIII

THE AGENTS

Section 8.01 Appointment of the Administrative Agent. Each Lender and each Issuing Bank hereby irrevocably designates and appoints Goldman Sachs Bank USA as the Administrative Agent hereunder and under the other Loan Documents, and each Lender and each Issuing Bank hereby authorizes Goldman Sachs Bank USA to act as the Administrative Agent in accordance with the terms hereof and the other Loan Documents. The Administrative Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Loan Documents, as applicable. The provisions of this Article 8 are solely for the benefit of the Administrative Agent and Lenders and no Loan Party shall have any rights as a third party beneficiary of any of the provisions thereof (except as expressly set forth in Section 8.07). In performing its functions and duties hereunder, the Administrative Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed, and the use of the term “agent” (or any similar term) herein or in any other Loan Documents is not intended to connote, any obligation towards or relationship of agency or trust with or for Borrower or any of its Subsidiaries. No Arranger shall have any obligations in such capacities but shall be entitled to all benefits of this Article 8 and Article 9.

Section 8.02 Powers and Duties. Each Lender irrevocably authorizes the Administrative Agent to take such action on such Lender’s behalf and to exercise such powers, rights and remedies hereunder and under the other Loan Documents as are specifically delegated or granted to the Administrative Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. The Administrative Agent may exercise such powers, rights and remedies and perform such duties by or through its Related Parties. The Administrative Agent shall not have, by reason hereof or any of the other Loan Documents, a fiduciary relationship in respect of any Lender or any other Person; and nothing herein or any of the other Loan Documents, expressed or implied, is intended to or shall be so construed as to impose upon the Administrative Agent any obligations in respect hereof or any of the other Loan Documents except as expressly set forth herein or therein.

Section 8.03 General Immunity.

(a) The Administrative Agent and its Related Parties shall not be (i) responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or any other Loan Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by the

Administrative Agent to Lenders or by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with the Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Loan Party or any other Person liable for the payment of any Obligations, (ii) required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Documents or as to the use of the proceeds of the Loans or as to the existence or possible existence of any Event of Default or Default or (iii) required to make any disclosures with respect to the foregoing. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder unless the Administrative Agent has received written notice from a Lender or the Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default”. Neither the Administrative Agent nor any of its Related Parties shall, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity. Anything contained herein to the contrary notwithstanding, the Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the component amounts thereof.

(b) The Administrative Agent and its Related Parties shall not be liable to Lenders for any action taken or omitted by the Administrative Agent under or in connection with any of the Loan Documents except to the extent caused by such Person’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. The Administrative Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection herewith or any of the other Loan Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until the Administrative Agent shall have received instructions in respect thereof from Required Lenders (or such other Lenders as may be required to give such instructions under Section 9.02) and, upon receipt of such instructions from Required Lenders (or such other Lenders, as the case may be), the Administrative Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions, including for the avoidance of doubt refraining from any action that, in its opinion or the opinion of its counsel, may be in violation of any Loan Document or applicable law, including, for the avoidance of doubt, any action that may be in violation of the automatic stay under any Debtor Relief Law or that may affect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law. Without prejudice to the generality of the foregoing, (i) the Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Borrower and its Subsidiaries), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against the Administrative Agent as a result of the Administrative Agent acting or (where so instructed) refraining from acting hereunder or any of the other Loan Documents in accordance with the instructions of Required Lenders (or such other Lenders as may be required to give such instructions under Section 9.02). The Administrative Agent may perform any and all of its duties and exercise its rights and powers under this Agreement or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent, provided that any such appointment of a sub-agent, other than to a Lender or an Affiliate of a Lender (other than any Disqualified Institution), shall require the express written consent of the Borrower and provided that,

for the avoidance of doubt, each sub-agent shall become bound by, and subject to Section 9.12. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through its respective Related Parties. The exculpatory, indemnification and other provisions of this Section 8.03 and of Section 8.06 shall apply to any the Related Parties of the Administrative Agent and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. All of the rights, benefits, and privileges (including the exculpatory and indemnification provisions) of this Section 8.03 and of Section 8.06 shall apply to any such sub-agent and to the Related Parties of any such sub-agent, and shall apply to their respective activities as sub-agent as if such sub-agent and its Affiliates were named herein. Notwithstanding anything herein to the contrary, with respect to each sub-agent appointed by the Administrative Agent, (i) such sub-agent shall be a third party beneficiary under this Agreement with respect to all such rights, benefits and privileges (including exculpatory rights and rights to indemnification) and shall have all of the rights and benefits of a third party beneficiary, including an independent right of action to enforce such rights, benefits and privileges (including exculpatory rights and rights to indemnification) directly, without the consent or joinder of any other Person, against any or all of Loan Parties and the Lenders, (ii) such rights, benefits and privileges (including exculpatory rights and rights to indemnification) shall not be modified or amended without the consent of such sub-agent, and (iii) such sub-agent shall only have obligations to the Administrative Agent that appointed it and not to any Loan Party, Lender or any other Person and no Loan Party, Lender or any other Person shall have any rights, directly or indirectly, as a third party beneficiary or otherwise, against such sub-agent. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that the Administrative Agent acted with gross negligence, bad faith or willful misconduct in the selection of such sub-agent.

(c) The Administrative Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Disqualified Institutions. 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 prospective Lender or Participant is a Disqualified Institution or (y) have any liability with respect to or arising out of any assignment or participation of Commitments or Loans, or disclosure of confidential information, to any Disqualified Institution.

Section 8.04 Administrative Agent Entitled to Act as Lender. The agency hereby created shall in no way impair or affect any of the rights and powers of, or impose any duties or obligations upon, the Administrative Agent in its individual capacity as a Lender hereunder. With respect to its participation in the Loans, the Administrative Agent shall have the same rights and powers hereunder as any other Lender and may exercise the same as if it were not performing the duties and functions delegated to it hereunder, and the term “Lender” shall, unless the context clearly otherwise indicates, include the Administrative Agent in its individual capacity. The Administrative Agent and its Affiliates may accept deposits from, lend money to, own securities of, and generally engage in any kind of banking, trust, financial advisory or other business with Borrower or any of its Affiliates as if it were not performing the duties specified herein, and may accept fees and other consideration from Borrower for services in connection herewith and otherwise without having to account for the same to Lenders.

Section 8.05 Lenders’ Representations, Warranties and Acknowledgment.

(a) Each Lender and each Issuing Bank expressly acknowledges that neither the Agents nor any of their respective Related Parties have made any representations or warranties to it and that no act by any Agent hereafter taken, including any review of the affairs of a Loan Party or any of its Affiliates, shall be deemed to constitute any representation or warranty by any Agent to any Lender or any Issuing Bank. Each Lender and each Issuing Bank represents and warrants that it has made its own independent investigation of the financial condition and affairs of Borrower and its Subsidiaries in connection with Loans and/or Letters of Credit issued hereunder and that it has made and shall continue to make its own appraisal of, and investigation into, the business, operations, property, financial and other condition and the creditworthiness of the Borrower and its Affiliates. Each Lender and each Issuing Bank also represents that it will, independently and without reliance upon any Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their Affiliates. No Agent shall have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter, and no Agent shall have any responsibility with respect to the accuracy of or the completeness of any information provided to Lenders.

(b) Each Lender, by delivering its signature page to this Agreement, an Assignment and Assumption or a Joinder Agreement and funding its Loans, if applicable, on the Effective Date, or by the funding of any New Loans, as the case may be, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be approved by any Agent, any Issuing Bank or the Lenders, as applicable on the Effective Date, the effective date of such Assignment and Assumption or as of the date of funding of such New Loans.

Section 8.06 Right to Indemnity. Each Lender, in proportion to its Applicable Percentage, severally agrees to indemnify the Administrative Agent and each Issuing Bank, to the extent that the Administrative Agent or such Issuing Bank shall not have been reimbursed by any Loan Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent or such Issuing Bank in exercising its powers, rights and remedies or performing its duties hereunder or under the other Loan Documents or otherwise in its capacity as Administrative Agent or such Issuing Bank in any way relating to or arising out of this Agreement, any Letter of Credit or the other Loan Documents; provided no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s or such Issuing Bank’s gross negligence, bad faith or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction (it being understood and agreed that no action taken in accordance with the directions of the Required Lenders (or such other Lenders as may be required to give such instructions under Section 9.02) shall constitute gross negligence or willful misconduct). If any indemnity furnished to the Administrative Agent or any Issuing Bank for any purpose shall, in the opinion of the Administrative Agent or such Issuing Bank, be insufficient or become impaired, the Administrative Agent or such Issuing Bank may call for additional indemnity and cease, or not commence, to do the acts indemnified against until

such additional indemnity is furnished; provided in no event shall this sentence require any Lender to indemnify the Administrative Agent or any Issuing Bank against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Applicable Percentage thereof; and provided, further, this sentence shall not be deemed to require any Lender to indemnify the Administrative Agent or any Issuing Bank against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.

Section 8.07 Successor Administrative Agent.

(a) The Administrative Agent shall have the right to resign at any time by giving prior written notice thereof to Lenders and Borrower. The Administrative Agent shall have the right to appoint a financial institution to act as the Administrative Agent hereunder, subject to the written consent of Borrower and the reasonable satisfaction of the Required Lenders, and the Administrative Agent’s resignation shall become effective on the earliest of (i) 30 days after delivery of the notice of resignation (regardless of whether a successor has been appointed or not), (ii) the acceptance of such successor Administrative Agent by Borrower and the Required Lenders and the acceptance of being the Administrative Agent by such successor, or (iii) such other date, if any, agreed to by the Required Lenders. Upon any such notice of resignation, if a successor Administrative Agent has not already been appointed by the retiring Administrative Agent, the Required Lenders shall have the right, with the written consent of the Borrower, to appoint a successor Administrative Agent.

(b) If the Person serving as the Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower and such Person remove such Person as the Administrative Agent and, with the prior written consent of the Borrower, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date.

(c) If neither the Required Lenders nor the Administrative Agent have appointed a successor Administrative Agent or such successor has not accepted such appointment within 30 days after delivery of notice of resignation by the retiring Administrative Agent or the Removal Effective Date, the Lenders shall be deemed to have succeeded to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent until such time, if any, as the Required Lenders appoint a successor Administrative Agent and such successor accepts such appointment. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent and the retiring or removed Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all sums held under the Loan Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Loan Documents, and (ii) take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent of the Loan Documents, whereupon such retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Article 8). After any

retiring or removed Administrative Agent’s resignation or removal hereunder as the Administrative Agent, the provisions of this Article 8 and Section 9.03 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent hereunder.

Section 8.08 Guaranty.

(a) Each Lender and each Issuing Bank hereby further authorizes the Administrative Agent, on behalf of and for the benefit of the Lenders and the Issuing Banks, to be the agent for and representative of the Lenders with respect to the Guaranty and the other Loan Documents. Subject to Section 9.02, without further written consent or authorization from any Lender or any Issuing Bank, the Administrative Agent may execute any documents or instruments necessary to release any Guarantor from the Guaranty pursuant to Section 9.17 or with respect to which Required Lenders (or such other Lenders as may be required to give such consent under Section 9.02) have otherwise consented.

(b) Anything contained in any of the Loan Documents to the contrary notwithstanding, the Borrower, the Administrative Agent, each Issuing Bank and each Lender hereby agree that none of the Lenders or the Issuing Banks shall have any right individually to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies hereunder and under any of the Loan Documents may be exercised solely by the Administrative Agent, for the benefit of the Lenders and the Issuing Bank in accordance with the terms hereof and thereof.

(c) Notwithstanding anything to the contrary contained herein or any other Loan Document, when all Obligations have been paid in full and all Commitments have terminated or expired, upon request of Borrower, the Administrative Agent shall take such actions as shall be required to release all guarantee obligations provided for in any Loan Document. Any such release of guarantee obligations shall be deemed subject to the provision that such guarantee obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made.

Section 8.09 Withholding Taxes. To the extent required by any applicable law, the Administrative Agent may withhold from any payment to any Lender or any Issuing Bank an amount equivalent to any applicable withholding Tax. If the IRS or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender or any Issuing Bank because the appropriate form was not delivered or was not properly executed or because such Lender or such Issuing Bank failed to notify the Administrative Agent of a change in circumstance which rendered the exemption from, or reduction of, withholding Tax ineffective or for any other reason, or if the Administrative Agent reasonably determines that a payment was made to a Lender or an Issuing Bank pursuant to this Agreement without deduction of applicable withholding Tax from such payment, such Lender or such Issuing Bank, as the case may be, shall indemnify the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred.

Section 8.10 Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Laws relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:

(a) to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that, in its sole opinion, complies with such rule’s disclosure requirements for entities representing more than one creditor;

(b) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Issuing Banks and the Agents (including any claim for the reasonable compensation, expenses, disbursements and advances of the Agents, the Lenders and the Issuing Banks and their respective agents and counsel and all other amounts due the Agents, the Lenders and the Issuing Banks under Section 2.09 and Section 9.03 allowed in such judicial proceeding; and

(c) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and, in each case, any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each other Agent, each Lender and each Issuing Bank to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the other Agents, the Lenders and/or the Issuing Banks, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Section 2.09 and Section 9.03. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Administrative Agent, its agents and counsel, and any other amounts due the Administrative Agent under Section 2.09 and Section 9.03 out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the other Agents, the Lenders and/or the Issuing Banks may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise.

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any other Agent, any Lender or any Issuing Bank any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Agent, any Lender or any Issuing Bank or to authorize the Administrative Agent to vote in respect of the claim of any Agent, any Lender or the Issuing Bank in any such proceeding.

Section 8.11 Certain ERISA Matters.

(a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent

and the Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that at least one of the following is and will be true:

(i) such Lender is not using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans in connection with the Loans, the Letters of Credit or the Commitments,

(ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement,

(iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, or

(iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.

(b) In addition, (I) unless sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (II) if such sub-clause (i) is not true with respect to a Lender and such Lender has not provided another representation, warranty and covenant as provided in sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and the Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that:

(i) none of the Administrative Agent, or any other Arranger or any of their respective Affiliates is a fiduciary with respect to the assets of such Lender (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related hereto or thereto),

(ii) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is independent (within the

meaning of 29 CFR § 2510.3-21) and is a bank, an insurance carrier, an investment adviser, a broker-dealer or other person that holds, or has under management or control, total assets of at least $50 million, in each case as described in 29 CFR § 2510.3-21(c)(1)(i)(A)-(E),

(iii) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is capable of evaluating investment risks independently, both in general and with regard to particular transactions and investment strategies (including in respect of the Obligations),

(iv) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is a fiduciary under ERISA or the Code, or both, with respect to the Loans, the Letters of Credit, the Commitments and this Agreement and is responsible for exercising independent judgment in evaluating the transactions hereunder, and

(v) no fee or other compensation is being paid directly to the Administrative Agent or any other Arranger or any of their respective Affiliates for investment advice (as opposed to other services) in connection with the Loans, the Letters of Credit, the Commitments or this Agreement.

The representations set forth in this subsection (b) are intended to comply with the 29 C.F.R. 2510.3-21(a) and (c)(1) as promulgated on April 8, 2016 (81 Fed. Reg. 20,997). To the extent these regulations are revoked, repealed or no longer effective, these representations shall be deemed to be no longer in effect.

(c) The Administrative Agent and the Arrangers hereby inform the Lenders that each such Person is not undertaking to provide impartial investment advice, or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive interest or other payments with respect to the Loans, the Letters of Credit, the Commitments and this Agreement, (ii) may recognize a gain if it extended the Loans, the Letters of Credit or the Commitments for an amount less than the amount being paid for an interest in the Loans, the Letters of Credit or the Commitments by such Lender or (iii) may receive fees or other payments in connection with the transactions contemplated hereby, the Loan Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar to the foregoing.

ARTICLE IX

MISCELLANEOUS

Section 9.01 Notices.

(a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy (or other electronic image scan transmission (e.g. pdf via email)), as follows:

(i) if to the Borrower, to it at:

Social Finance, Inc.

1 Letterman Drive Building A, Suite 4700

San Francisco, CA 94129

Attention: Chief Financial Officer

Email: MGill@sofi.org

with a copy to:

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, NY 10019

Attention: Eric M. Rosof

Email: EMRosof@wlrk.com

(ii) if to the Administrative Agent, to it at:

Goldman Sachs Bank USA

200 West Street New York, New York, 10282-2198

Attention: SBD Operations

Facsimile: (212) 428-9270

Email: gs-sbdagency-borrowernotices@ny.email.gs.com

with a copy to:

Cahill Gordon & Reindel, LLP

80 Pine Street

New York, New York, 10005

Attention: Corey Wright

Email: CWright@cahill.com

(iii) if to any other Lender or any other Issuing Bank, to it at its address (or telecopy number) set forth in its Administrative Questionnaire.

Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications sent by telecopier shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices and other communications delivered through electronic communications to the extent provided in clause (b) below, shall be effective as provided in such clause (b).

(b) Notices and other communications to the Lenders and the Issuing Banks hereunder may be delivered or furnished by electronic communications pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Article 2 unless otherwise agreed by the Administrative Agent and the applicable Lender or the applicable Issuing Bank. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient, at its e-mail address as described in the foregoing clause (i), of notification that such notice or communication is available and identifying the website address therefor; provided that, for both clauses (i) and (ii) above, if such notice, email or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient.

(c) Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto (provided that any Lender may change its address or telecopy number by notice solely to the Administrative Agent and the Borrower).

(d) The Borrower agrees that the Administrative Agent may, but shall not be obligated to, make the Communications (as defined below) available to the Lenders and the Issuing Banks by posting the Communications on Debt Domain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”). THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” The Agent Parties (as defined below) do not warrant the adequacy of the Platform and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind, express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Agent Party in connection with the Communications or the Platform. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) be responsible or liable for damages of any kind, including, without limitation, direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) to the Borrower, any other Loan Party, any Lender, any Issuing Bank or any other Person arising from the unauthorized use by others of information or other materials obtained through internet, electronic, telecommunications or other information transmission, including, without limitation, the transmission of Communications through the Platform, except to the extent that such damages have resulted from the willful misconduct or gross negligence of such Agent Party (as determined in a final, non-appealable judgment by a court of competent jurisdiction). “Communications” means, collectively, any notice, demand, communication, information, document or other material that any Loan Party provides to the Administrative Agent pursuant to any Loan Document or the transactions contemplated therein which is distributed to the Administrative Agent or any Lender by means of electronic communications pursuant to this Section 9.01, including through the Platform.

(e) In the event the Borrower shall have any publicly traded Equity Interests or other securities or otherwise files or is required to file reports under Section 15(d) of the Securities

Exchange Act of 1934, as amended (the “Exchange Act”) , the Borrower and each Lender acknowledges that certain of the Lenders may be Public Lenders and, if any document, notice or other information required to be delivered hereunder is being distributed through the Platform, any information that the Borrower has indicated contains Non-Public Information will not be posted on that portion of the Platform designated for such Public Lenders. If the Borrower has not indicated whether a document, notice or other information provided to the Administrative Agent by or on behalf of the Borrower or any Subsidiary contains Non-Public Information, the Administrative Agent reserves the right to post such information solely on the portion of the Platform designated for Lenders that wish to receive material Non-Public Information with respect to the Borrower, the Subsidiaries and its and their securities. Notwithstanding the foregoing, nothing in this Section 9.01(e) shall create any obligation on the Borrower to indicate whether any information contains Non-Public Information, it being further agreed that if any such indication is provided by the Borrower in its discretion, such indication shall create no obligation on the Borrower to provide any such indication in the future.

(f) Each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable law, including United State federal and state securities laws, to make reference to information that is not made available through the “Public Side Information” portion of the Platform and that may contain Non Public Information with respect to the Borrower, the Subsidiaries or its or their securities.

Section 9.02 Waivers; Amendments.

(a) No failure or delay by the Administrative Agent, any Issuing Bank or any Lender in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Issuing Banks and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, the Issuing Banks or any Lender may have had notice or knowledge of such Default or Event of Default at the time. Notwithstanding the foregoing Borrower and Administrative Agent may, without the consent of the other Lenders, amend, modify or supplement this Agreement and any other Loan Document to cure any ambiguity, omission, typographical error, defect or inconsistency if such amendment, modification or supplement if the same is not objected to in writing by the Required Lenders within five Business Days following receipt of notice thereof.

(b) None of this Agreement, any other Loan Document or any provision hereof or thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent with the consent of the Required Lenders; provided, however, that no such

amendment, waiver or consent shall: (i) extend or increase the Commitment of any Lender or any Issuing Bank (including, without limitation, amending the definition of “Applicable Percentage”) without the written consent of such Lender or such Issuing Bank, as applicable, (ii) reduce the principal amount of any Loan or Letter of Credit or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender directly affected thereby and, in the case of any Letter of Credit, the applicable Issuing bank, (iii) postpone the scheduled date of payment of the principal amount of any Loan or Letter of Credit, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender directly affected thereby and, if applicable, the applicable Issuing Bank; provided, however, that notwithstanding clause (ii) or (iii) of this Section 9.02(b), only the consent of the Required Lenders shall be necessary to waive any obligation of the Borrower to pay interest at the default rate set forth in Section 2.10(d), (iv) change Section 7.02 or Section 2.15(b), Section 2.15(c) or any other Section hereof providing for the ratable treatment of the Lenders, in each case in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (v) release all or substantially all of the value of the Guaranties provided by the Guarantors, without the written consent of each Lender, except to the extent the release of any Guarantor is permitted pursuant to Article 8 or Section 9.17 (in which case such release may be made by the Administrative Agent acting alone), (vi) change any of the provisions of this Section or the percentage referred to in the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender or (vii) waive any condition set forth in Section 4.01, or, in the case of any Loans made on the Effective Date, Section 4.02, without the written consent of each Lender and each Issuing Bank. Notwithstanding anything to the contrary herein, no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Issuing Banks hereunder without the prior written consent of the Administrative Agent or the Issuing Banks, as the case may be (it being understood that any change to Section 2.17 and Section 2.19 shall require the consent of the Administrative Agent and the Issuing Banks).

(c) Notwithstanding the foregoing, this Agreement may be amended as contemplated by (i) Section 2.18 to effect New Commitments pursuant to a Joinder Agreement with only the consent of the Administrative Agent, the Borrower, the other Loan Parties and the New Lenders providing New Commitments, and (ii) Section 2.20 to effect an extension pursuant to an Extension Agreement with only the consent of the Administrative Agent, the Borrower, the other Loan Parties and the Extending Lenders and the New Extending Lenders.

(d) Notwithstanding anything herein or in any other Loan Document to the contrary, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder and the Commitment and the outstanding Loans or other extensions of credit of such Lender hereunder will not be taken into account in determining whether the Required Lenders or all of the Lenders or each directly affected Lender, as required, have approved any such amendment or waiver; provided, however, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest or fees owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender (other than in connection with the waiver of

any obligation of the Borrower to pay interest at the default rate set forth in Section 2.10(d)) or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this paragraph, will require the consent of such Defaulting Lender.

Section 9.03 Expenses; Indemnity; Damage Waiver.

(a) The Borrower shall pay (i) all reasonable and documented out of pocket costs and expenses incurred by the Administrative Agent, the Issuing Banks, the Lenders, the Arrangers and their respective Affiliates (including, without limitation, the reasonable and documented fees and disbursements of one primary firm of counsel for the Administrative Agent, the Issuing Banks, the Lenders and the Arrangers, taken as a whole) in connection with the syndication of the credit facilities provided for herein, the preparation, execution, delivery and administration of this Agreement, any other Loan Document or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated); and (ii) all reasonable and documented costs and expenses incurred by the Administrative Agent, the Issuing Banks, the Arrangers or any Lender (including, without limitation, the reasonable and documented fees, disbursements and other charges of one primary firm of counsel for the Administrative Agent, the Issuing Banks, the Lenders and the Arrangers, taken as a whole (and if reasonably necessary, of a single regulatory counsel and a single local counsel in each appropriate jurisdiction and, in the case of an actual or potential conflict of interest where the Administrative Agent, the Issuing Banks, any Lender or any Arranger affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another primary firm of counsel for such affected person (and if reasonably necessary, of a single regulatory counsel and a single local counsel in each appropriate jurisdiction))), in connection with the enforcement or protection of its rights in connection with this Agreement or any other Loan Document, including its rights under this Section 9.03, or in connection with the Loans or Letters of Credit made hereunder, including all such reasonable and documented costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

(b) The Borrower shall indemnify the Administrative Agent, the Issuing Banks, the Arrangers and each Lender, and each Related Party, successor, partner, representative or assign of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and reasonable and documented out-of-pocket costs and expenses (including the reasonable and documented fees, charges and disbursements of a primary firm of counsel for all such Indemnitees (and if reasonably necessary, of a single regulatory counsel and a single local counsel in each appropriate jurisdiction and, in the case of an actual or potential conflict of interest where the Indemnitee affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another primary firm of counsel for such affected Indemnitee (and if reasonably necessary, of a single regulatory counsel and a single local counsel in each appropriate jurisdiction))), incurred by or asserted against any Indemnitee by any third party or by the Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents

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presented in connection with such demand do not strictly comply with the terms of such Letters of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned, leased or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective action, suit, inquiry, claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or the Borrower or any Affiliate of the Borrower); provided that such indemnity shall not, as to any Indemnitee, be available, (x) to the extent that such losses, claims, damages, liabilities, costs or reasonable and documented out-of-pocket costs or expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee, (y) result from a material breach by such Indemnitee of its obligations under this Agreement or any other Loan Document (as determined by a court of competent jurisdiction by final and non-appealable judgment), or (z) arise from any dispute between and among Indemnitees, to the extent such dispute does not involve an act or omission by the Borrower or its Subsidiaries (as determined by a court of competent jurisdiction by final and non-appealable judgment) other than any proceeding against the Administrative Agent, any Issuing Bank or any Arranger, in each case, acting in such capacity. This Section 9.03(b) shall not apply with respect to Taxes other than Taxes that represent losses, claims or damages arising from any non-Tax claim. The Borrower will not be required to indemnify any Indemnitee for any amount paid or payable by such Indemnitee in the settlement of any such indemnified losses, claims, damages, liabilities, costs or reasonable and documented expenses which is entered into by such Indemnitee without Borrower’s written consent (such consent not to be unreasonably withheld, conditioned or delayed) unless there is a final, non-appealable judgment of a court of competent jurisdiction for the plaintiff. In the case of any proceeding to which the indemnity in this paragraph applies, such indemnity and reimbursement obligations shall be effective, whether or not such proceeding is brought by the Borrower, any of its equityholders or creditors, an Indemnitee or any other Person, or an Indemnitee is otherwise a party thereto.

Without limiting in any way the indemnification obligations of the Borrower pursuant to Section 9.03(b) or of the Lenders pursuant to Section 8.06, to the extent permitted by applicable law, each party hereto shall not assert, and hereby waives, any claim against any Indemnitee on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the Transactions or any Loan or Letter of Credit or the use of the proceeds thereof; provided that nothing in this sentence shall relieve the Borrower of any obligation it may have to indemnify an Indemnitee against special, indirect, consequential or punitive damages asserted against such Indemnitee by a third party. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence, bad faith or willful misconduct of such Indemnitee as determined by a final and non-appealable judgment of a court of competent jurisdiction.

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Section 9.04 Successors and Assigns.

(a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent, each Lender and each Issuing Bank (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 9.04. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants (to the extent provided in subsection (c) of this Section 9.04), Indemnitees (to the extent provided in Section 9.03) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Issuing Banks and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent of:

(A) the Borrower (not to be unreasonably withheld or delayed); provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if a Specified Event of Default has occurred and is continuing; and provided, further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within 10 Business Days after having received notice thereof;

(B) the Administrative Agent (such consent not to be unreasonably withheld or delayed); provided that no consent of the Administrative Agent shall be required for an assignment to a Lender, an Affiliate of a Lender or an Approved Fund; and

(ii) Assignments shall be subject to the following additional conditions:

(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans and subject to Section 2.16(c), the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $15,000,000 (or a greater amount that is an integral multiple of $1,000,000), unless each of the Borrower and the Administrative Agent otherwise consent; provided that no such consent of the Borrower shall be required if a Specified Event of Default has occurred and is continuing;

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(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement;

(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee (unless otherwise agreed to by the Administrative Agent in its sole discretion) of $3,500;

(D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its Related Parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws;

(E) no such assignment shall be made to (i) any Loan Party nor any Affiliate of a Loan Party, (ii) any Defaulting Lender or any of its subsidiaries, or any Person, who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (ii), or (iii) any natural person;

(F) in connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs; and

(G) (a) No assignment or participation shall be made to any Person that was a Disqualified Institution (other than, in the case of participations (but not assignments), a Person who was a Disqualified Institution solely as a result of clause (c) of the definition thereof) as of the date (the “Trade Date”) on

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which the assigning or participating Lender entered into a binding agreement to sell and assign or participate, as applicable, all or a portion of its rights and obligations under this Agreement to such Person (unless the Borrower has consented to such assignment or participation in writing in its sole and absolute discretion, in which case such Person will not be considered a Disqualified Institution for the purpose of such assignment or participation). For the avoidance of doubt, with respect to any assignee or Participant that becomes a Disqualified Institution after the applicable Trade Date (including as a result of the delivery of a supplement to the list of competitors or potential competitors or investors in such competitors or potential competitors pursuant to clause (b) of the definition of “Disqualified Institution”), (x) such assignee or Participant shall not retroactively be disqualified from becoming a Lender or Participant (but such Person shall not be able to increase its Commitments or participations hereunder) and (y) such assignment or participation and, in the case of an assignment, the execution by the Borrower of an Assignment and Assumption with respect to such assignee will not by itself result in such assignee no longer being considered a Disqualified Institution. Any assignment or participation in violation of this clause (G)(a) shall not be void, but the other provisions of this clause (G)(a) shall apply.

(b) The Administrative Agent (A) shall have the right (but not the obligation), and the Borrower hereby expressly authorizes the Administrative Agent, to post the list of Disqualified Institutions and any updates thereto from time to time on the Platform, including that portion of the Platform that is designated for “public side” Lenders and (B) shall provide the list of Disqualified Institutions and any updates thereto to each Lender or Participant requesting the same.

(iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section 9.04, from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 2.12, Section 2.13, Section 2.14 and Section 9.03); provided that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (c) of this Section 9.04.

(iv) The Administrative Agent, acting for this purpose as a non-fiduciary agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amounts (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The

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entries in the Register shall be conclusive (absent manifest error), and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 9.04(b)(iv), except to the extent that such losses, claims, damages or liabilities are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of the Administrative Agent. The Loans (including principal and interest) are registered obligations and the right, title, and interest of any Lender or its assigns in and to such Loans shall be transferable only upon notation of such transfer in the Register. The parties agree that the Register is intended to establish that the Loans, Commitments and Letters of Credit are in registered form under Section 5f.103-1(c) of the United States Treasury Regulations.

(v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section 9.04 and any written consent to such assignment required by paragraph (b) of this Section 9.04, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that if either the assigning Lender or the assignee shall have failed to make any payment required to be made by it pursuant to Section 2.04(b), Section 2.15(d) or Section 8.06, the Administrative Agent shall have no obligation to accept such Assignment and Assumption and record the information therein in the Register unless and until such payment shall have been made in full, together with all accrued interest thereon. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

(c) (i) Subject to Section 9.04(b)(ii)(G), any Lender may, without the consent of, or notice to, the Borrower, the Administrative Agent or the Issuing Banks, sell participations to one or more banks or other entities (but not to the Borrower or an Affiliate thereof) (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and (C) the Borrower, the Administrative Agent, the Issuing Banks and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 9.02(b) that affects such Participant. Subject to paragraph (c)(ii) of this Section 9.04, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.12, 2.13 and 2.14 (subject to the requirements

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and limitations therein, including the requirements under Section 2.14(g) (it being understood that the documentation required under Section 2.14(g) shall be delivered to the participating Lender) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant agrees to be subject to the provisions of Section 2.16 as if it were an assignee under paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender; provided such Participant agrees to be subject to Section 2.15(c) as though it were a Lender.

(ii) A Participant shall not be entitled to receive any greater payment under Sections 2.12 or 2.14 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant except to the extent such entitlement to receive a greater payment results from a Change in Law requiring a payment under Section 2.12 that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 2.16(b) with respect to any Participant.

(iii) Each Lender that sells a participation shall, acting solely for this purpose as a nonfiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(d) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank or any other central bank having jurisdiction over such Lender, and this Section 9.04 shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

Section 9.05 Survival. All covenants, agreements, representations and warranties made by the Borrower herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement, the making of any Loans and the issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, any Issuing Bank or any Lender may have had notice or knowledge of any Default, Event of Default or incorrect representation or warranty

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at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid and so long as the Commitments have not expired or terminated. The provisions of Section 2.12, Section 2.13, Section 2.14, Section 2.19(g) and Section 9.03 and Article 8 shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit, the expiration or termination of the Commitments, the resignation of the Administrative Agent, the replacement of any Lender or any Issuing Bank, the resignation of an Issuing Bank or the termination of this Agreement or any provision hereof.

Section 9.06 Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopy (or other electronic image scan transmission (e.g. pdf via email)) means shall be effective as delivery of a manually executed counterpart of this Agreement.

Section 9.07 Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. Without limiting the foregoing provisions of this Section 9.07, if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent, then such provisions shall be deemed to be in effect only to the extent not so limited.

Section 9.08 Right of Setoff. If an Event of Default shall have occurred and be continuing, each Issuing Bank, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other obligations at any time owing by such Issuing Bank, such Lender or such Affiliate to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower now or hereafter existing under this Agreement held by such Issuing Bank or such Lender, irrespective of whether or not such Issuing Bank or such Lender, as applicable, shall have made any demand under this Agreement and although such obligations may be unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in

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reasonable detail the obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Issuing Bank and each Lender under this Section 9.08 are in addition to other rights and remedies (including other rights of setoff) which such Issuing Bank or such Lender may have. Each Issuing Bank and each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Section 9.09 Governing Law; Jurisdiction; Consent to Service of Process.

(a) THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND ANY CLAIM, CONTROVERSY OR DISPUTE UNDER, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, WHETHER BASED IN CONTRACT (AT LAW OR IN EQUITY), TORT OR ANY OTHER THEORY, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW RULES THAT WOULD RESULT IN THE APPLICATION OF A DIFFERENT GOVERNING LAW.

(b) The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County, Borough of Manhattan and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Borrower or its properties in the courts of any jurisdiction.

(c) The Borrower hereby irrevocably and unconditionally 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 suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in subsection (b) of this Section 9.09. Each of the parties hereto hereby irrevocably 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 court.

(d) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Section 9.10 Waiver Of Jury Trial. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT

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(AT LAW OR IN EQUITY), TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT 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 THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.10. EACH PARTY HERETO FURTHER REPRESENTS AND WARRANTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES IT JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.

Section 9.11 Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

Section 9.12 Confidentiality.

(a) Each of the Administrative Agent, the Issuing Banks and the Lenders agrees to maintain the confidentiality of the Information (as defined below) and to not use the Information for any purpose except in connection with the Loan Documents and related matters, and to not disclose the Information; provided that nothing herein shall prevent the Administrative Agent, the Issuing Banks or the Lenders (collectively, the “Credit Parties”) and their respective Affiliates from disclosing any Information (i) pursuant to the order of any court or administrative agency or in any pending legal, judicial or administrative proceeding, or otherwise as required by applicable law or compulsory legal process or to the extent requested or required by governmental and/or regulatory authorities, in each case based on the reasonable advice of their legal counsel (in which case such Credit Party agrees (except with respect to any audit or examination conducted by bank accountants or any governmental bank regulatory authority exercising examination or regulatory authority (or any request by such a governmental bank regulatory authority)) to the extent practicable and not prohibited by applicable law, rule or regulation, to inform you promptly thereof prior to disclosure), (ii) upon the request or demand of any regulatory authority having or purporting to have jurisdiction over an Credit Party or any of its Affiliates (in which case such Credit Party agrees (except with respect to any audit or examination conducted by bank accountants or any governmental bank regulatory authority exercising examination or regulatory authority (or any request by such a governmental bank regulatory authority)), to the extent practicable and not prohibited by applicable law, to inform you promptly thereof prior to disclosure), (iii) to the extent that such Information become publicly available other than by reason of improper disclosure by such Credit Party or any of its Affiliates in violation of any confidentiality obligations owing to the Borrower or any of its Affiliates (including those set forth in this Section), (iv) to the extent that such information is received by a Credit Party from a third party that is not, to such Credit Party’s knowledge, subject to contractual or fiduciary confidentiality obligations owing to the Borrower or any of its Affiliates, (v) to the extent that such information is independently developed by any Credit Party without use of the Information, (vi) to each Credit Party’s Affiliates and to its and their respective employees, legal counsel, independent auditors and other experts or agents (“Representatives”) who need to know such Information in connection with this Agreement and the transactions contemplated hereby and who are informed of the confidential nature of such Information and are or have been advised of their obligation to keep such Information confidential (it being understood that each Credit Party shall be responsible for any breach thereof by its Representatives), (vii) with the Borrower’s consent (not to be

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unreasonably withheld, delayed or conditioned), to Participants or potential or prospective Participants or assignees (in each case which are or would be permitted Participants or assignees under Section 9.04 and other than Disqualified Institutions) and to any direct or indirect contractual counterparty to any swap or derivative transaction relating to the Borrower or any of its Subsidiaries, in each case, who enter into a written agreement with or for the express benefit of the Borrower that they shall be bound by the terms of this Section (or a written agreement containing provisions substantially similar and not less protective of the Information than this Section); provided that the consent of the Borrower shall not be required with respect to any administrative notices from any Agent to any Lender and (C) during any time that a Default or Event of Default has occurred and is continuing, (viii) to the extent the Borrower shall have consented to such disclosure in writing, (ix) to the extent reasonably necessary or advisable in connection with the exercise of any remedy or enforcement of any right under the Loan Documents, (x) for purposes of establishing a “due diligence” defense, (xi) to the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder and (xii) to market data collectors, similar services providers to the lending industry, and service providers to the Credit Parties in connection with the administration, settlement and management of this Agreement and the other Loan Documents. For the purposes of this Section 9.12, “Information” means all memoranda or other information received from or on behalf of the Borrower, in connection with the Loan Documents and the facilities under the Loan Documents, relating to the Borrower or its business; provided that, in the case of Information received from the Borrower after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section 9.12 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

(b) EACH ISSUING BANK AND EACH LENDER ACKNOWLEDGES THAT INFORMATION AS DEFINED IN SECTION 9.12(A) FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING THE BORROWER AND ITS RELATED PARTIES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.

(c) ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY THE BORROWER OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT THE BORROWER AND ITS RELATED PARTIES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH ISSUING BANK AND EACH LENDER REPRESENTS TO THE BORROWER AND THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW.

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Section 9.13 Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section 9.13 shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender.

Section 9.14 No Advisory or Fiduciary Responsibility. In connection with all aspects of each Transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that: (a) (i) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, the Issuing Banks and the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers, the Issuing Banks and the Lenders, on the other hand, (ii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the Transactions contemplated hereby and by the other Loan Documents; (b) (i) each of the Administrative Agent, the Issuing Banks, the Arrangers and the Lenders is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Subsidiaries, or any other Person and (ii) neither the Administrative Agent, any Issuing Bank, any Arranger nor any Lender has any obligation to the Borrower or any of its Affiliates with respect to the Transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (c) the Administrative Agent, the Issuing Banks, each Arranger and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and none of the Administrative Agent, any Issuing Bank, any Arranger or any Lender has any obligation to disclose any of such interests to the Borrower or its Affiliates. The Borrower, on behalf of itself and each of its Subsidiaries and Affiliates, agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Administrative Agent, any Issuing Bank, any Arranger or any Lender, on the one hand, and the Borrower, any of its Subsidiaries, or their respective equityholders or Affiliates, on the other.

Section 9.15 Electronic Execution of Assignments and Certain Other Documents. The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption or in any amendment or other modification hereof (including waivers and consents) shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

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Section 9.16 USA PATRIOT Act. Each Lender, each Issuing Bank and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower and each Guarantor that, pursuant to the requirements of the USA Patriot Act, it may be required to obtain, verify and record information that identifies the Borrower and each Guarantor, which information includes the name and address of the Borrower and each Guarantor and other information that will allow such Lender, such Issuing Bank or the Administrative Agent, as applicable, to identify the Borrower and each Guarantor in accordance with the USA Patriot Act. The Borrower and each Guarantor shall, promptly following a request by the Administrative Agent, any Issuing Bank or any Lender, provide all documentation and other information that the Administrative Agent, any Issuing Bank or such Lender, as applicable, requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act and the Beneficial Ownership Regulation.

Section 9.17 Release of Guarantors. In the event that all the Equity Interests in any Guarantor are sold, transferred or otherwise disposed of to a Person other than the Borrower or its Subsidiaries in a transaction permitted under this Agreement or, at the option of the Borrower by notice to the Administrative Agent so long as no Event of Default has occurred and is continuing, in the event that a Guarantor ceases to be a Material Domestic Subsidiary or becomes an Excluded Subsidiary, the Guarantee of such Guarantor shall be automatically released and the Administrative Agent shall, at the Borrower’s expense, promptly take such action and execute such documents as the Borrower may reasonably request to evidence the termination of the guarantee of such Guarantor.

Section 9.18 Acknowledgement and Consent to Bail-in of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and

(b) the effects of any Bail-in Action on any such liability, including, if applicable:

(i) a reduction in full or in part or cancellation of any such liability;

(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.

Section 9.19 Judgment Currency. If, for the purpose of obtaining judgment in any court, it is necessary to convert a sum owing hereunder or under any other Loan Document in one currency into another currency, each party hereto agrees, to the fullest extent that it may effectively do so, that

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the rate of exchange used shall be that at which in accordance with normal banking procedures in the relevant jurisdiction the first currency could be purchased with such other currency on the Business Day immediately preceding the day on which final judgment is given. The obligations of any Loan Party in respect of any sum due to any party hereto or under any other Loan Document or any holder of the obligations owing hereunder or under any other Loan Document (the “Applicable Creditor”) shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than the currency in which such sum is stated to be due hereunder or under such other Loan Document (the “Agreement Currency”), be discharged only to the extent that, on the Business Day following receipt by the Applicable Creditor of any sum adjudged to be so due in the Judgment Currency, the Applicable Creditor may in accordance with normal banking procedures in the relevant jurisdiction purchase the Agreement Currency with the Judgment Currency; if the amount of the Agreement Currency so purchased is less than the sum originally due to the Applicable Creditor in the Agreement Currency, each Loan Party agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Applicable Creditor against such loss.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.


			SOCIAL FINANCE, INC.,

			as Borrower

			By:			/s/ Michelle Gill
						Name: Michelle Gill
						Title: Chief Financial Officer