Covetrus SC 13E3/A Going private transaction (amended) | CVET 5 Aug 22

Exhibit (b)(3)

Execution Version

OWL ROCK CAPITAL ADVISORS LLC

OWL ROCK CAPITAL CORPORATION

399 Park Avenue, 38^th Floor

New York, New York 10022

CONFIDENTIAL

June 30, 2022

Corgi BidCo, Inc.

c/o Clayton, Dubilier & Rice

375 Park Avenue, 18th Floor

New York, New York 10152

Attention: Michael G. Babiarz

and

c/o TPG Capital, L.P.

345 California Street

San Francisco, California 94104

Attention: Spencer Stenmark

Project Corgi

Second Lien Commitment Letter

Ladies and Gentlemen:

You have advised us that Corgi BidCo, Inc., a newly formed Delaware corporation (“AcquisitionCo” or “you”), formed at the direction of Clayton, Dubilier & Rice, LLC (“CD&R”) and TPG Capital, L.P. (“TPG” and, together with their respective affiliates, the “Sponsors”), intends to acquire (the “Acquisition”), directly or indirectly, all of the issued and outstanding equity interests of the entity previously identified to us by you as “Corgi” (the “Target”) pursuant to the Acquisition Agreement (as defined in Exhibit A hereto). You have further advised Owl Rock Capital Advisors LLC (“ORCA”) and Owl Rock Capital Corporation (“ORCC” and, together with ORCA, “Owl Rock”, the “Committed Second Lien Lender”, “we” or “us”) that, in connection with the foregoing, (i) you intend to consummate the other Transactions described in the Transaction Description attached hereto as Exhibit A (the “Transaction Description”) and (ii) pursuant to that certain Commitment Letter, dated as of May 24, 2022 (as amended by that certain joinder letter agreement, dated as of June 16, 2022, among you, The Toronto-Dominion Bank, New York Branch, TD Securities (USA) LLC, Santander Bank, N.A., ING Capital LLC and the other parties thereto, the “Corgi Commitment Letter”), among you, Deutsche Bank Securities Inc., Deutsche Bank AG New York Branch, UBS AG, Stamford Branch, UBS Securities LLC, Bank of Montreal, BMO Capital Markets Corp. and Mizuho Bank Ltd., you have arranged to have us provide an Alternate Second Lien Facility (as defined in the Corgi Commitment Letter) in lieu of the Second Lien Facility (as defined in the Corgi Commitment Letter, the “Initial Second Lien Facility”).

Capitalized terms used but not defined herein shall have the meanings assigned to them in the Corgi Commitment Letter as in effect on the date hereof, the Transaction Description, the Summary of Principal Terms and Conditions attached hereto as Exhibit C (the “Second Lien Facility Term Sheet”) and the Summary of Additional Conditions attached hereto as Exhibit D (the “Summary of Additional Conditions”; together with this commitment letter, the Transaction Description and the Second Lien Facility Term Sheet, collectively, the “Commitment Letter”).

You have further advised the Committed Second Lien Lender that, in connection therewith, it is intended that the financing for the Transactions will include (a) the first lien secured credit facilities (the “First Lien Facilities”) described in the Corgi Commitment Letter, in an aggregate principal amount of up to $1,825.0 million (plus any additional amounts funded to finance any “flex” OID with respect to the First Lien Facilities), consisting of (x) a $1,525.0 million (plus any additional amounts funded to finance any “flex” OID with respect to the First Lien Facilities) first lien secured term loan facility (the “First Lien Term Loan Facility”) and (y) a $300.0 million first lien secured cash flow-based revolving credit facility (the “First Lien Revolving Facility”), and (b) a $425.0 million (plus, at AcquisitionCo’s option pursuant to the terms of the Second Lien Facility Term Sheet, the amount of any Second Lien Flex Increase) second lien secured term loan facility being obtained in lieu of the Initial Second Lien Facility (the “Second Lien Facility”). The First Lien Facilities and the Second Lien Facility are each individually referred to herein as a “Facility” and collectively referred to herein as the “Facilities”. As used herein, the term “Closing Date” shall mean the date of the initial funding under the Second Lien Facility to finance the Transactions.

In connection with the foregoing, Owl Rock is pleased to advise you of its commitment to provide, and hereby commits to provide, $425.0 million of the Second Lien Facility, subject only to the conditions expressly set forth in the second sentence of the Funding Conditions Provision (as defined below), in the Summary of Additional Conditions and under the heading “Conditions Precedent to Initial Extension of Credit” in the Second Lien Facility Term Sheet.

The Committed Second Lien Lender reserves the right, prior to or after the execution of definitive documentation for the Second Lien Facility (which we agree will be initially drafted by your counsel), to reallocate and assign all or any portion of the Committed Second Lien Lender’s commitments hereunder between or among (A) any controlled affiliated investment entity and/or other controlled affiliate of the Committed Second Lien Lender or (B) any fund, investor, limited partnership, entity or managed account that is managed by the Committed Second Lien Lender and/or its controlled affiliates; provided that, it is agreed that any assignment prior to the initial funding under the Second Lien Facility shall not be a condition to the Committed Second Lien Lender’s commitments nor reduce the Committed Second Lien Lender’s commitments hereunder (provided, however, that, notwithstanding the foregoing, assignments of the Committed

Second Lien Lender’s commitments, which are effective simultaneously with the funding of such commitments by the assignee, shall be permitted) and, unless you otherwise agree in writing, the Committed Second Lien Lender shall retain exclusive control over all rights and obligations with respect to its commitments, including all rights with respect to consents, modifications, waivers and amendments, until the Closing Date has occurred. It is understood that the Committed Second Lien Lender’s commitments hereunder are not subject to or conditioned on the assignment of all or any portion of the Second Lien Facility. You hereby represent and warrant that (with respect to information relating to the Target and its subsidiaries and their respective businesses to your knowledge), (a) all written information and written data of the Target and its subsidiaries and their respective businesses other than the Projections (as defined in the Corgi Commitment Letter) and information of a general economic or general industry nature (the “Information”) that has been or will be made available to the Committed Second Lien Lender by or on behalf of you or any of your representatives, taken as a whole, does not or will not, when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made (after giving effect to all supplements thereto) and (b) the Projections in the Confidential Information Memorandum (as defined in the Corgi Commitment Letter) have been or will be prepared in good faith based upon assumptions that you believe to be reasonable at the time delivered by you based on information provided by you, the Sponsors, the Target and your and their respective representatives; it being understood that the Projections are as to future events and are not to be viewed as facts, the Projections are subject to significant uncertainties and contingencies, many of which are beyond your 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 and are not a guarantee of performance. You agree that if, at any time prior to the Closing Date, you become aware that any of the representations in the preceding sentence would be incorrect (to your knowledge with respect to information relating to the Target and its subsidiaries and their respective businesses) in any material respect if the Information and Projections were being furnished, and such representations were being made, at such time, then you will use commercially reasonable efforts to promptly supplement the Information and the Projections so that such representations will be correct (to your knowledge with respect to information relating to the Target and its subsidiaries and their respective businesses) in all material respects under those circumstances, it being understood in each case that such supplementation shall cure any breach of such representations and warranties. Notwithstanding anything to the contrary contained in this Commitment Letter or the Fee Letters, none of the making of any representation or warranty under this paragraph, any supplement thereto, or the accuracy of any such representation or warranty shall constitute a condition precedent to the availability and initial funding of the Second Lien Facility on the Closing Date.

As consideration for the commitments of the Committed Second Lien Lender hereunder and their agreement to perform the services described herein, you agree to pay (or cause to be paid) the fees set forth in the Second Lien Facility Term Sheet, in the Arranger Fee Letter dated as of the date hereof and delivered herewith with respect to the Second Lien Facility (the “Arranger Fee Letter”) and in the Facility Fee Letter dated as of the date hereof and delivered herewith with respect to the Second Lien Facility (the “Facility Fee Letter” and, together with the Arranger Fee Letter, the “Fee Letters”). Once paid, such fees shall not be refundable under any circumstances.

The commitments of the Committed Second Lien Lender hereunder and its agreement to perform the services described herein and the initial funding under the Second Lien Facility on the Closing Date are subject solely to the conditions expressly set forth in the next sentence of this paragraph, in the Summary of Additional Conditions and under the heading “Conditions Precedent to Initial Extension of Credit” in the Second Lien Facility Term Sheet. In addition to the immediately preceding sentence, the commitments of the Committed Second Lien Lender hereunder and the initial funding under the Second Lien Facility on the Closing Date are subject solely to the execution (as applicable) and delivery by the Borrowers (as defined in Exhibit C hereto), the Guarantors (as defined in Exhibit C hereto) and the officers thereof, as the case may be, of definitive Second Lien Facility Documentation (as defined in Exhibit C hereto), customary closing certificates (including customary evidences of authority, charter documents and customary officers’ incumbency certificates), customary lien searches reasonably requested by the First Lien Administrative Agent (as defined in the Corgi Commitment Letter) at least 30 days prior to the Closing Date and customary legal opinions with respect to the Second Lien Facility, in each case consistent with this Commitment Letter and the Fee Letters; provided that, notwithstanding anything in this Commitment Letter, the Fee Letters, the Second Lien Facility Documentation or any other letter agreement or other undertaking concerning the financing of the Transactions to the contrary, (i) the only representations and warranties the making of which shall be a condition to the availability of the Second Lien Facility on the Closing Date shall be (A) the Specified Representations (as defined below) and (B) the representations and warranties relating to the Target and its subsidiaries made by the Target in the Acquisition Agreement as are material to the interests of the Second Lien Lenders (in their capacities as such), but only to the extent that you (and any of your affiliates that is a party to the Acquisition Agreement) have the right to terminate your (and their) obligations under the Acquisition Agreement (or otherwise decline to consummate the Acquisition), in each case, without liability to any of you, the Sponsors or any of your or their respective affiliates as a result of a breach of such representations and warranties in such agreement (the “Company Representations”), (ii) the terms of the Second Lien Facility Documentation shall be in a form such that they do not impair the availability of the Second Lien Facility on the Closing Date if the conditions expressly set forth in this sentence, in the Summary of Additional Conditions and under the heading “Conditions to Initial Extensions of Credit” in the Second Lien Facility Term Sheet are satisfied or waived, and (iii) to the extent any lien search, insurance certificate and/or Collateral (as defined in Exhibit B to the Corgi Commitment Letter) or any security interest therein (other than (x) the pledge and perfection of security interests in the pledged certificated stock of wholly-owned U.S.-organized entities (including the delivery of such share certificates (if any)) to the extent required under the First Lien Facilities Term Sheet (as defined in the Corgi Commitment Letter); provided that stock certificates, if any, of the

Target and its subsidiaries will only be required to be delivered on the Closing Date to the extent received by you from the Target, so long as you have used commercially reasonable and safe efforts to obtain them on the Closing Date and (y) other assets pursuant to which a lien may be perfected by the filing of a financing statement under the Uniform Commercial Code) is not provided on the Closing Date after your use of commercially reasonable efforts to do so, the delivery of such lien search, insurance certificate and/or Collateral (and perfection of security interests therein) shall not constitute a condition precedent to the availability of the Second Lien Facility on the Closing Date but shall be required to be delivered and perfected after the Closing Date (and in any event, in the case of the pledge and perfection of Collateral not otherwise required on the Closing Date, within 90 days after the Closing Date plus any extensions granted by the First Lien Administrative Agent in its sole discretion (which shall automatically also be deemed an extension by the Second Lien Administrative Agent)) pursuant to arrangements to be mutually agreed. For purposes hereof, “Specified Representations” means the representations and warranties made by the Borrowers in the Second Lien Facility Documentation and set forth in the Second Lien Facility Term Sheet relating to: corporate or other organizational existence; power and authority related to entry into and performance of the Second Lien Facility Documentation; the due authorization, execution, delivery and enforceability of the Second Lien Facility Documentation; the incurrence of the loans, the provision of guarantees and the granting of security interests, as applicable, contemplated herein not violating the constitutional documents of the Borrowers and, to the extent applicable, the Guarantors; solvency of the Company and its subsidiaries on a consolidated basis on the Closing Date after giving effect to the Transactions (solvency to be defined in a manner consistent with the solvency definition set forth in Annex I to Exhibit D hereto); creation, validity and perfection of security interests in the collateral to be perfected on the Closing Date (subject to the foregoing provisions of this paragraph relating to Collateral); U.S. Federal Reserve margin regulations; the use of loan proceeds not violating the PATRIOT Act; and the U.S. Investment Company Act. There shall be no conditions (implied or otherwise) to the commitments of the Committed Second Lien Lender hereunder, including compliance with the terms of this Commitment Letter, the Fee Letters or the Second Lien Facility Documentation, other than those expressly stated to be conditions to the initial funding under the Second Lien Facility on the Closing Date in the second sentence of this paragraph, in the Summary of Additional Conditions and, as applicable, (solely in the case of the First Lien Facilities) under the heading “Conditions Precedent to Initial Extensions of Credit” in the First Lien Facilities Term Sheet and (solely in the case of the Second Lien Facility) under the heading “Conditions Precedent to Initial Extension of Credit” in the Second Lien Facility Term Sheet. Without limiting the conditions precedent provided herein to funding the consummation of the Acquisition with the proceeds of the Second Lien Facility, the Committed Second Lien Lender will cooperate with you as reasonably requested in coordinating the timing and procedures for the funding of the Second Lien Facility in a manner consistent with the Acquisition Agreement. This paragraph is referred to as the “Funding Conditions Provision”.

You agree (a) to indemnify and hold harmless the Second Lien Administrative Agent, the Committed Second Lien Lender and their respective affiliates and controlling persons and the respective officers, directors, employees, agents, members and successors of each of the foregoing, but excluding (x) any of the foregoing in its capacity, if applicable, as financial advisor to the Target or any of its direct or indirect equity holders or affiliates in connection with the Transactions (each, a “Sell-Side Advisor”) and any Related Person (as defined below) of such Sell-Side Advisor in such capacity, (y) any of the foregoing in its capacity, if applicable, as a Private Equity Affiliate (as defined below) in connection with the Transactions and any Related Person of such Private Equity Affiliate in such capacity and (z) any Investor (as defined in Exhibit A hereto) in its capacity as such and any Related Person of such Investor in such capacity (each, other than such excluded parties, an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and expenses, joint or several, of any kind or nature whatsoever to which such Indemnified Person may become subject arising out of or in connection with this Commitment Letter, the Fee Letters, the Transactions, the Second Lien Facility or any related transaction or any claim, litigation, investigation or proceeding, actual or threatened, relating to any of the foregoing (any of the foregoing, a “Proceeding”), regardless of whether such Indemnified Person is a party thereto and whether or not such Proceedings are brought by you, your equity holders, affiliates, creditors or any other person, and to reimburse such Indemnified Person within 30 days after receipt of a written request together with reasonably detailed backup documentation for any reasonable, documented and invoiced out-of-pocket legal expenses of one firm of counsel for all Indemnified Persons and, if necessary, one firm of local counsel in each appropriate jurisdiction, in each case for all Indemnified Persons (and, in the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict informs you of such conflict and thereafter, after receipt of your consent (which shall not be unreasonably withheld), retains its own counsel, of another firm of counsel for such affected Indemnified Person) and other reasonable, documented and invoiced out-of-pocket expenses incurred in connection with investigating or defending any of the foregoing; provided that the foregoing indemnity will not, as to any Indemnified Person, apply to losses, claims, damages, liabilities or expenses (i) to the extent they have resulted from the willful misconduct, bad faith or gross negligence of such Indemnified Person or any Related Person of such Indemnified Person (as determined by a court of competent jurisdiction in a final and non-appealable decision), (ii) to the extent arising from a material breach of the obligations of such Indemnified Person or any Related Person of such Indemnified Person under this Commitment Letter or the Second Lien Facility Documentation (as determined by a court of competent jurisdiction in a final non-appealable decision), (iii) arising out of, or in connection with, any Proceeding that does not arise from an act or omission by you or any of your affiliates and that is brought by an Indemnified Person against any other Indemnified Person other than any Proceeding against the relevant Indemnified Person in its capacity or in fulfilling its role as an agent or similar role under the Second Lien Facility or (iv) to the extent they have resulted from any agreement governing any settlement that is effected without your prior written consent (which consent shall not be unreasonably withheld) and (b) to reimburse the Committed Second Lien Lender from time to time, upon presentation of a summary statement, for all reasonable, documented and invoiced out-of-pocket expenses (including, but not limited to, expenses of the Committed Second Lien Lender’s due diligence investigation (and with respect to third-party diligence expenses, to the extent any such

expenses have been previously approved by you, such approval not to be unreasonably withheld) and reasonable, documented and invoiced fees, disbursements and other charges of counsel to the Second Lien Administrative Agent identified in the Second Lien Facility Term Sheet and, for the avoidance of doubt, not of counsel to the Committed Second Lien Lender individually and of a single local counsel to the Second Lien Administrative Agent in each relevant material jurisdiction, except allocated costs of in-house counsel), in each case incurred by the Committed Second Lien Lender in connection with the Second Lien Facility and the preparation of this Commitment Letter, the Fee Letters and the Second Lien Facility Documentation (collectively, the “Expenses”); provided that, except as set forth in the Fee Letters, you shall not be required to reimburse any of the Expenses in the event the Closing Date does not occur. Notwithstanding any other provision of this Commitment Letter, none of you, the Sponsors, any Investor, the Target or any Indemnified Person shall be liable for any indirect, special, punitive or consequential damages in connection with your or their activities related to the Second Lien Facility or this Commitment Letter; provided that nothing shall limit your indemnity or reimbursement obligations to the extent such indirect, special, punitive or consequential damages are included in any third-party claim in connection with which such Indemnified Person is entitled to indemnification hereunder. For purposes hereof, a “Related Person” of an Indemnified Person (or any Sell-Side Advisor, Private Equity Affiliate or Investor) means, if such Indemnified Person (or such Sell-Side Advisor, Private Equity Affiliate or Investor) is the Second Lien Administrative Agent or a Committed Second Lien Lender or any of its affiliates and controlling persons, or any of its or their respective officers, directors, employees, agents, members and successors, any of the Second Lien Administrative Agent or Committed Second Lien Lender and its affiliates and controlling persons, or any of its or their respective officers, directors, employees, agents, members and successors.

Your indemnity and reimbursement obligations hereunder will be in addition to any liability which you may otherwise have and will be binding upon and inure to the benefit of any of your successors and assigns and the Indemnified Persons (and not of any other person).

You acknowledge that the Committed Second Lien Lender and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other persons in respect of which you, the Sponsors, the Target and your and their respective affiliates may have conflicting interests regarding the transactions described herein and otherwise. Neither the Committed Second Lien Lender nor any of its affiliates will use confidential information obtained from or on behalf of you, the Sponsors or the Target by virtue of the transactions contemplated by this Commitment Letter or their other relationships with you in connection with the performance by them of services for other persons, and neither the Committed Second Lien Lender nor any of its affiliates will furnish any such information to other persons. You also acknowledge that neither the Committed Second Lien Lender nor any of its affiliates have any obligation to use in connection with the transactions contemplated by this Commitment Letter, or to furnish to you, confidential information obtained by them from other persons.

The Committed Second Lien Lender and its affiliates may have economic interests that conflict with those of the Target and you. You agree that the Committed Second Lien Lender will act under this Commitment Letter as an independent contractor and that nothing in this Commitment Letter or the Fee Letters or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Committed Second Lien Lender or any of its affiliates and you, the Sponsors and the Target, your and their respective equity holders or your and their respective affiliates with respect to the transactions contemplated by this Commitment Letter and the Fee Letters. You acknowledge and agree that (i) the transactions contemplated by this Commitment Letter and the Fee Letters are arm’s-length commercial transactions between the Committed Second Lien Lender and its affiliates, on the one hand, and you and the Sponsors, on the other, (ii) in connection therewith and with the process leading to such transactions, the Committed Second Lien Lender and its applicable affiliates (as the case may be) is acting solely as a principal and not as agents or fiduciaries of you, the Sponsors, your and their respective management, equity holders, creditors or any other person, (iii) the Committed Second Lien Lender and its applicable affiliates (as the case may be) have not assumed an advisory or fiduciary responsibility or any other obligation in favor of you with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether the Committed Second Lien Lender or any of its affiliates have advised or are currently advising you, the Sponsors or the Target on other matters), except the obligations expressly set forth in this Commitment Letter and the Fee Letters and (iv) you have consulted your own legal and financial advisors to the extent you deemed appropriate. You further acknowledge and agree that you are responsible for making your own independent judgment with respect to such transactions and the process leading thereto. Please note that the Committed Second Lien Lender and its affiliates do not provide tax, accounting or legal advice. You hereby waive and release any claims that you may have against the Committed Second Lien Lender (in its capacity as such) and its applicable affiliates (as the case may be) with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transactions contemplated by this Commitment Letter. It is understood that this paragraph shall not apply to or modify or otherwise affect any arrangement with any Sell-Side Advisor, or any financial advisor separately retained by you, the Sponsors, the Target or any of your or their respective affiliates in connection with the Transactions, in its capacity as such.

Notwithstanding anything in this Commitment Letter to the contrary, Owl Rock shall have the right to reallocate, sell, resell, assign and/or transfer its commitment (or any portion thereof) and/or any closing payment (or any portion thereof) and/or any commitment fee (or any portion thereof) to any affiliated investment entity and/or other affiliate of Owl Rock or any fund, investor, entity or account that is managed, sponsored or advised by Owl Rock or its affiliates pursuant to a customary investment management, investment advisory or other similar agreement pursuant to which Owl Rock or any of its affiliates controls voting decisions with respect to the Second Lien Facility (any such persons described in this paragraph, the “Other OR Lenders”); provided that, unless you agree in your sole discretion in writing in connection therewith, in each case (i) Owl Rock shall not be relieved or novated from its obligation hereunder with respect to its

commitment in respect of the Second Lien Facility in connection with any applicable assignment or transfer thereof until the occurrence of the initial funding thereof on the Closing Date, (ii) no assignment or novation shall become effective with respect to all or any portion of any such Initial Owl Rock’s commitment in respect of the Second Lien Facility until the occurrence of the initial funding on the Closing Date and (iii) Owl Rock shall retain exclusive control over all rights and obligations with respect to their respective commitments in respect of the Second Lien Facility, including all rights with respect to consents, modifications, supplements and amendments, until the occurrence of the initial funding thereof on the Closing Date.

This Commitment Letter and the commitments hereunder shall not be assignable by you (other than to a Borrower, or to one or more other entities established in connection with the Transactions organized in the United States, any state thereof or the District of Columbia and controlled by the Sponsors, with all obligations and liabilities of AcquisitionCo hereunder being assumed by such Borrower or such other entity or entities upon the effectiveness of such assignment) without the prior written consent (which may be through electronic means) of the Committed Second Lien Lender, not to be unreasonably withheld (and any attempted assignment without such consent shall be null and void), are intended to be solely for the benefit of the parties hereto (and the Sponsors and the Indemnified Persons), are not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto (and the Sponsors and the Indemnified Persons) and are not intended to create a fiduciary relationship among the parties hereto. Any provision of this Commitment Letter that provides for, requires or otherwise contemplates any consent, approval, agreement, determination or consultation by you (or any Borrower referred to in the Second Lien Facility Term Sheet) on or prior to the Closing Date, shall also be construed as providing for, requiring or otherwise contemplating consent, approval, agreement, determination or consultation by the Sponsors (unless the Sponsors otherwise notify the parties hereto). This Commitment Letter and the commitments hereunder shall not be assignable by the Committed Second Lien Lender without the prior written consent of AcquisitionCo, except in accordance with the 5^th paragraph of this Commitment Letter or pursuant to the next sentence. Any and all obligations of, and services to be provided by, the Committed Second Lien Lender hereunder (including, without limitation, its commitments) may be performed and any and all rights of the Committed Second Lien Lender hereunder may be exercised by or through any of its affiliates or branches; provided that with respect to the commitments, any assignments thereof to an affiliate will not relieve the Committed Second Lien Lender from any of its obligations hereunder unless and until such affiliate shall have funded the portion of the commitment so assigned. This Commitment Letter may not be amended or any provision hereof waived or modified except by an instrument in writing signed by the Committed Second Lien Lender and you. This Commitment Letter may be executed in any number of counterparts, each of which shall be an original and all of which, when taken together, shall constitute one agreement. Delivery of an executed counterpart of a signature page of this Commitment Letter by facsimile transmission, e-mail or other electronic transmission (e.g., a “pdf”, “tiff” or DocuSign) shall be effective as delivery of a manually executed counterpart hereof. For purposes hereof, the words “execution,” “execute,” “executed,” “signed,” “signature” and words of like import shall

be deemed to include electronic signatures, the electronic matching of assignment terms and contract formulations on electronic platforms, 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 Transaction Act. This Commitment Letter and the Fee Letters (i) are the only agreements that have been entered into among the parties hereto with respect to the Second Lien Facility and (ii) supersede all prior understandings, whether written or oral, among us with respect to the Second Lien Facility and set forth the entire understanding of the parties hereto with respect thereto.

Each of the parties hereto agrees that (i) this Commitment Letter is a binding and enforceable agreement (subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or law)) with respect to the subject matter contained herein, including an agreement to negotiate in good faith the Second Lien Facility Documentation by the parties hereto in a manner consistent with this Commitment Letter for the purpose of executing and delivering the Second Lien Facility Documentation substantially simultaneously with the closing of the Acquisition, it being acknowledged and agreed that the funding of the Second Lien Facility is subject to the applicable conditions precedent set forth in the second sentence of the Funding Conditions Provision and in Exhibit D of the Commitment Letter and (ii) each Fee Letter is a binding and enforceable agreement (subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or law)) of the parties thereto with respect to the subject matter set forth therein.

THIS COMMITMENT LETTER AND THE RIGHTS AND DUTIES OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS TO THE EXTENT SUCH PRINCIPLES OR RULES ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION; PROVIDED THAT, NOTWITHSTANDING THE FOREGOING TO THE CONTRARY, IT IS UNDERSTOOD AND AGREED THAT ANY DETERMINATIONS AS TO (A) WHETHER ANY REPRESENTATIONS AND WARRANTIES MADE BY OR ON BEHALF OF, OR WITH RESPECT TO, THE TARGET OR ANY OF ITS SUBSIDIARIES IN THE ACQUISITION AGREEMENT HAVE BEEN BREACHED, (B) WHETHER YOU (AND ANY OF YOUR AFFILIATES THAT IS A PARTY TO THE ACQUISITION AGREEMENT) CAN TERMINATE YOUR (AND THEIR) OBLIGATIONS UNDER THE ACQUISITION AGREEMENT (OR OTHERWISE DECLINE TO

CONSUMMATE THE ACQUISITION), IN EACH CASE, WITHOUT LIABILITY TO ANY OF YOU, THE SPONSORS OR ANY OF YOUR OR THEIR RESPECTIVE AFFILIATES, (C) WHETHER A COMPANY MATERIAL ADVERSE EFFECT (AS DEFINED IN THE ACQUISITION AGREEMENT) HAS OCCURRED, AND (D) WHETHER THE ACQUISITION HAS BEEN CONSUMMATED IN ACCORDANCE WITH THE TERMS OF THE ACQUISITION AGREEMENT, SHALL, IN EACH CASE, BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW (AS DEFINED IN THE ACQUISITION AGREEMENT) OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICT OR CHOICE OF LAW PRINCIPLES THEREOF.

EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY OR ON BEHALF OF ANY PARTY RELATED TO OR ARISING OUT OF THIS COMMITMENT LETTER OR THE PERFORMANCE OF SERVICES HEREUNDER.

Each of the parties hereto hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York County, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Commitment Letter and the Fee Letters, or the transactions contemplated hereby, and agrees that, to the extent permitted by law, all claims in respect of any such action or proceeding shall be heard and determined in such New York State court or in such Federal court, (b) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Commitment Letter, the Fee Letters or the transactions contemplated hereby, in any such New York State court or in any such Federal court, (c) 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 and (d) agrees that a final judgment in any such suit, 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. Each of the parties hereto agrees to commence any such action, suit, proceeding or claim either in the United States District Court for the Southern District of New York or in the Supreme Court of the State of New York, New York County, in each case, located in the Borough of Manhattan.

This Commitment Letter is delivered to you on the understanding that none of the Fee Letters and their terms or substance, or this Commitment Letter and its terms or substance, shall be disclosed, directly or indirectly, to any other person or entity (including other lenders, underwriters, placement agents, advisors or any similar persons) except (a) to the Sponsors, the Investors (including any potential co-investors) and to your and their respective officers, directors, employees, attorneys, accountants and advisors on a confidential and need-to-know basis, (b) if the Committed Second Lien Lender consents to such proposed disclosure (such consent not to be unreasonably

withheld, conditioned or delayed), (c) pursuant to the order of any court or administrative agency in any pending legal 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 which case, you agree, to the extent practicable and not prohibited by law, to notify us of the proposed disclosure in advance of such disclosure and if you are unable to notify us in advance of such disclosure, such notice shall be delivered to us promptly thereafter to the extent permitted by law) or (d) to the extent necessary in connection with the exercise of any remedy or enforcement of any rights hereunder or under the Fee Letters; provided that (i) you may disclose this Commitment Letter and the contents hereof to the Target and its officers, directors, employees, attorneys, accountants and advisors on a confidential and need-to-know basis, (ii) you may disclose this Commitment Letter and the contents hereof (x) in any proxy or other public filing relating to the Transactions, and (y) in the Confidential Information Memorandum in a manner to be mutually agreed upon, (iii) you may disclose this Commitment Letter and the contents hereof to any Committed Lender (as defined in the Corgi Commitment Letter), potential lenders and other debt holders and potential equity investors and their respective officers, directors, employees, attorneys, accountants, advisors and other representatives on a confidential and need-to-know basis and to rating agencies in connection with obtaining ratings for the Borrowers and the First Lien Facilities, (iv) you may disclose the fees contained in the Fee Letters as part of a generic disclosure of aggregate sources and uses related to fee amounts to the extent customary or required in any proxy or other public filing, and in the Confidential Information Memorandum, to the extent portions thereof have been redacted in a customary manner, (v) to the extent portions thereof have been redacted in a customary manner (including, without limitation, redaction of fee amounts), you may disclose the Fee Letters and the contents thereof to the Target and its officers, directors, employees, attorneys, accountants and advisors on a confidential and need-to-know basis and (vi) you may disclose the amount of any fee in the Fee Letters to any prospective equity investor and its respective officers, directors, employees, attorneys, accountants, advisors and other representatives on a confidential and need-to-know basis. The obligations under this paragraph with respect to this Commitment Letter shall terminate automatically after the Second Lien Facility Documentation for the Second Lien Facility shall have been executed and delivered by the parties thereto. To the extent not earlier terminated, the provisions of this paragraph with respect to this Commitment Letter shall automatically terminate on the second anniversary hereof.

You agree that you will permit us to review and approve (such approval not to be unreasonably withheld, conditioned or delayed) any reference to us or any of our affiliates in connection with the Second Lien Facility or the transactions contemplated hereby contained in any press release or similar written public disclosure prior to public release.

The Committed Second Lien Lender and its affiliates will use all information provided to them or such affiliates by or on behalf of you hereunder or in connection herewith solely for the purpose of providing the services that are the subject of this Commitment Letter and shall treat confidentially all such information; provided that

nothing herein shall prevent the Committed Second Lien Lender from disclosing any such information (a) pursuant to the order of any court or administrative agency or in any pending legal or administrative proceeding, or otherwise as required by applicable law or compulsory legal process (in which case the Committed Second Lien Lender, to the extent not prohibited by applicable law, agrees (except with respect to any routine or ordinary course audit or examination conducted by bank examiners or any governmental bank regulatory authority or self-regulatory authority exercising examination or regulatory authority) to inform you promptly thereof), (b) upon the request or demand of any regulatory authority or self-regulatory authority having jurisdiction over the Committed Second Lien Lender or any of its affiliates (in which case the Committed Second Lien Lender, to the extent practicable and not prohibited by law, agrees (except with respect to any routine or ordinary course audit or examination conducted by bank examiners or any governmental bank regulatory authority or self-regulatory authority exercising examination or regulatory authority) to inform you promptly thereof), (c) to the extent that such information is or becomes publicly available other than by reason of disclosure by any of the Committed Second Lien Lender or any of its affiliates or any of the Committed Second Lien Lender’s and such affiliates’ respective officers, directors, employees, attorneys, accountants, advisors and other representatives in violation of any confidentiality obligations owing to you, the Sponsors, any Investor, the Target or any of your or their respective subsidiaries (including those obligations set forth in this paragraph), (d) to the extent that such information is received by the Committed Second Lien Lender or its affiliates (other than Excluded Affiliates (as defined below)) from a third party that is not, to the Committed Second Lien Lender’s or its affiliates’ knowledge, subject to confidentiality obligations owing to you, the Sponsors, any Investor, the Target or any of your or their respective subsidiaries, (e) to the extent that such information was already in the Committed Second Lien Lender’s or its affiliates’ (other than Excluded Affiliates) possession on a non-confidential basis without a duty of confidentiality owing to you, the Sponsors, any Investor, the Target or any of your or their respective affiliates being violated, or is independently developed by the Committed Second Lien Lender or its affiliates (other than Excluded Affiliates), (f) to the Committed Second Lien Lender’s affiliates (other than Excluded Affiliates) and the Committed Second Lien Lender’s and such affiliates’ respective limited partners, lenders, investors, managed accounts, certain investment funds and separate accounts managed by any of them and trustees and to the respective officers, directors, employees, attorneys, accountants, advisors and other representatives of each of the foregoing (collectively, the “Representatives”) who need to know such information in connection with the Transactions and are informed of the confidential nature of such information and who agree to be bound by the terms of this paragraph (or language substantially similar to this paragraph) (provided, that the Committed Second Lien Lender shall be responsible for its Representatives, its affiliates and its affiliates’ Representatives), (g) to potential or prospective Second Lien Lenders or participants or assignees of the Second Lien Facility (in each case, other than a Disqualified Institution (as defined below)), in each case who agree to be bound by the terms of this paragraph (or language substantially similar to this paragraph), (h) [reserved], (i) for purposes of establishing a “due diligence defense”, (j) to the extent necessary in connection with the exercise of any remedy or enforcement of any rights hereunder or under the Fee Letters, (k) unless such person has been notified to hold such

information in confidence from the other parties hereto, to any other party hereto, (l) to the extent you consent to such proposed disclosure or (m) to any direct or indirect contractual counterparties to any swap or derivative transaction relating to the Second Lien Facility (in each case, other than a Disqualified Institution), in each case who are informed of the confidential nature of such information and who agree to be bound by the terms of this paragraph (or language substantially similar to this paragraph); provided, however, that, no such disclosure shall be made by the Committed Second Lien Lender to (i) any of its affiliates that is engaged as a principal primarily in private equity, mezzanine financing or venture capital or any of such affiliate’s respective officers, directors, employees, attorneys, accountants, advisors and other representatives (a “Private Equity Affiliate”) or (ii) any of its affiliates or any of such affiliate’s respective officers, directors, employees, attorneys, accountants, advisors and other representatives that is a Sell-Side Advisor (together with the Private Equity Affiliates, in each case, other than a limited number of senior employees who are required, in accordance with industry regulations or the Committed Second Lien Lender’s internal policies and procedures to act in a supervisory capacity and the Committed Second Lien Lender’s internal legal, compliance, risk management, credit or investment committee members, the “Excluded Affiliates”). The Committed Second Lien Lender shall be principally liable to the extent any confidentiality restrictions set forth herein are violated by one or more of its affiliates or any of its or its affiliates’ Representatives to whom the Committed Second Lien Lender has disclosed information pursuant to clause (f) in the proviso in the first sentence of this paragraph. The Committed Second Lien Lender’s obligations under this paragraph shall automatically terminate and be superseded by the confidentiality provisions in the definitive documentation relating to the Second Lien Facility upon the initial funding of the Second Lien Facility thereunder, if and to the extent the Committed Second Lien Lender is party thereto, and shall in any event terminate upon the second anniversary of the date hereof. As used herein, “Disqualified Institutions” shall mean those persons identified by you or either Sponsor in writing to the Committed Second Lien Lender (or to their respective affiliates so designated in writing) on or prior to the date hereof or to any competitors of the Target or its subsidiaries or to any affiliates of such competitors, or to any person whose principal investment strategy is investing in distressed debt or the pursuance of loan-to-own strategies and that is identified from time to time in writing by the any Borrower (as defined in Exhibit C hereto) or either Sponsor to the Second Lien Administrative Agent.

The reimbursement and compensation provisions (if applicable in accordance with the terms hereof and the Fee Letters), the provisions relating to Alternate Transactions (as defined in the Facility Fee Letter), indemnification, waiver of indirect, special, punitive or consequential damages, confidentiality (except to the extent set forth herein), jurisdiction, governing law, venue, absence of fiduciary relationship and waiver of jury trial provisions contained herein and in the Fee Letters shall remain in full force and effect regardless of whether the Second Lien Facility Documentation shall be executed and delivered and notwithstanding the termination of this Commitment Letter or the Committed Second Lien Lender’s commitments hereunder; provided that your obligations under this Commitment Letter, other than those relating to the confidentiality of the Fee Letters, shall automatically terminate and be superseded by the Second Lien Facility Documentation upon the initial funding thereunder and the payment of all amounts owing at such time hereunder and under the Fee Letters, and you shall be automatically released from all liability in connection therewith at such time.

We hereby notify you that pursuant to the requirements of the USA PATRIOT Act, Title III of Pub.L.107-56 (signed into law October 26, 2001, as amended from time to time, the “PATRIOT Act”) and the Customer Due Diligence Requirements for Financial Institutions issued by the U.S. Department of Treasury Financial Crimes Enforcement Network under the Bank Secrecy Act (such rule published May 11, 2016 and effective May 11, 2018, as amended from time to time, the “CDD Rule”), the Committed Second Lien Lender is required to obtain, verify and record information that identifies each Borrower and each Guarantor, which information includes the name, address, tax identification number and other information regarding each Borrower and each Guarantor that will allow the Committed Second Lien Lender to identify such Borrower and such Guarantor in accordance with the PATRIOT Act and the CDD Rule. This notice is given in accordance with the requirements of the PATRIOT Act and the CDD Rule and is effective as to the Committed Second Lien Lender.

This Commitment Letter and the Fee Letters shall become effective upon the execution and delivery by all parties hereto and thereto and the acknowledgment by each of the Committed Lenders (as defined in the Corgi Commitment Letter). This Commitment Letter and the commitments and undertakings of the Committed Second Lien Lender hereunder shall automatically terminate upon the first to occur of (i) the date the Acquisition Agreement is terminated by you or otherwise validly terminated in accordance with its terms prior to the consummation of the Transactions, (ii) December 2, 2022 (the “Expiration Date”) (provided, if the Termination Date under and as defined in the Acquisition Agreement is automatically extended under Section 8.2(a) of the Acquisition Agreement to February 24, 2023, then the Expiration Date shall automatically be extended to March 3, 2023), unless the Committed Second Lien Lender shall, in its discretion, agree to an extension and (iii) the consummation of the Transactions with or without the funding of the Second Lien Facility. You shall have the right to terminate this Commitment Letter and the commitments of the Committed Second Lien Lender hereunder with respect to the Second Lien Facility at any time upon written notice to the Committed Second Lien Lender from you, subject to your surviving obligations as set forth in the third to last paragraph of this Commitment Letter and in the Fee Letters.

[Remainder of this page intentionally left blank]

The Committed Second Lien Lender is pleased to have been given the opportunity to assist you in connection with the financing for the Transactions.

Very truly yours,

[signature pages follow]


OWL ROCK CAPITAL ADVISORS LLC

By:		/s/ Jeff Walwyn
		Name: Jeff Walwyn
		Title: Authorized Signatory

OWL ROCK CAPITAL CORPORATION

By:		/s/ Jeff Walwyn
		Name: Jeff Walwyn
		Title: Authorized Signatory

[Signature Page to Project Corgi Second Lien Commitment Letter]


Accepted and agreed to as of
the date first above written:

CORGI BIDCO, INC.

By:		/s/ Rima Simson
		Name: Rima Simson
		Title: Vice President, Treasurer and Secretary

[Signature Page to Project Corgi Second Lien Commitment Letter]

ACKNOWLEDGEMENT

dated June 30, 2022

Each of the Committed Lenders (as defined in the Corgi Commitment Letter) hereby (i) acknowledges and agrees that the commitments of the Committed Second Lien Lender (as defined in the Commitment Letter) under the Commitment Letter constitute commitments to provide an Alternate Second Lien Facility (as defined in the Corgi Commitment Letter) and (ii) fully, finally and irrevocably waives any and all time limits under the Corgi Commitment Letter for entry into such Alternate Second Lien Facility (as defined in the Corgi Commitment Letter). UBS Securities LLC (“UBS Securities”) (in its capacity as “lead left” Lead Second Lien Facility Arranger (as defined in the Corgi Commitment Letter)), on behalf of the Committed Lenders (as defined in the Corgi Commitment Letter), is hereby deemed notified that AcquisitionCo has entered into commitments with respect to an Alternate Second Lien Facility (as defined in the Corgi Commitment Letter). Pursuant to the Corgi Commitment Letter, AcquisitionCo shall have no further obligations under the Corgi Commitment Letter or under the Fee Letter (as defined in the Corgi Commitment Letter) with respect to the amount of the Second Lien Facility (as defined in the Corgi Commitment Letter) equal to the amount of commitments obtained in respect of the Alternate Second Lien Facility (as defined in the Corgi Commitment Letter) (including with respect to the payment of the Second Lien Underwriting Fee (as defined in the Fee Letter (as defined in the Corgi Commitment Letter)) (other than the Initial Second Lien Underwriting Fee (as defined in the Fee Letter (as defined in the Corgi Commitment Letter))) or the Second Lien Upfront Fee (as defined in the Fee Letter (as defined in the Corgi Commitment Letter))) and all of the Committed Lenders’ (as defined in the Corgi Commitment Letter) commitments with respect to the Second Lien Facility (as defined in the Corgi Commitment Letter) are hereby immediately and irrevocably terminated.

This Acknowledgement may be executed in any number of counterparts, each of which shall be an original and all of which, when taken together, shall constitute one agreement. Delivery of an executed counterpart of a signature page of this Acknowledgement by facsimile transmission, e-mail or other electronic transmission (e.g., a “pdf”, “tiff” or DocuSign) shall be effective as delivery of a manually executed counterpart hereof. For purposes hereof, the words “execution,” “execute,” “executed,” “signed,” “signature” and words of like import shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formulations on electronic platforms, 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 Transaction Act.

[Acknowledgment]

THIS ACKNOWLEDGEMENT AND THE RIGHTS AND DUTIES OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS TO THE EXTENT SUCH PRINCIPLES OR RULES ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION; PROVIDED THAT, NOTWITHSTANDING THE FOREGOING TO THE CONTRARY, IT IS UNDERSTOOD AND AGREED THAT ANY DETERMINATIONS AS TO (A) WHETHER ANY REPRESENTATIONS AND WARRANTIES MADE BY OR ON BEHALF OF, OR WITH RESPECT TO, THE TARGET OR ANY OF ITS SUBSIDIARIES IN THE ACQUISITION AGREEMENT HAVE BEEN BREACHED, (B) WHETHER YOU (AND ANY OF YOUR AFFILIATES THAT IS A PARTY TO THE ACQUISITION AGREEMENT) CAN TERMINATE YOUR (AND THEIR) OBLIGATIONS UNDER THE ACQUISITION AGREEMENT (OR OTHERWISE DECLINE TO CONSUMMATE THE ACQUISITION), IN EACH CASE, WITHOUT LIABILITY TO ANY OF YOU, THE SPONSORS OR ANY OF YOUR OR THEIR RESPECTIVE AFFILIATES, (C) WHETHER A COMPANY MATERIAL ADVERSE EFFECT (AS DEFINED IN THE ACQUISITION AGREEMENT) HAS OCCURRED, AND (D) WHETHER THE ACQUISITION HAS BEEN CONSUMMATED IN ACCORDANCE WITH THE TERMS OF THE ACQUISITION AGREEMENT, SHALL, IN EACH CASE, BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW (AS DEFINED IN THE ACQUISITION AGREEMENT) OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICT OR CHOICE OF LAW PRINCIPLES THEREOF.

EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY OR ON BEHALF OF ANY PARTY RELATED TO OR ARISING OUT OF THIS ACKNOWLEDGEMENT OR THE PERFORMANCE OF SERVICES HEREUNDER.

[Acknowledgment]

relating to this Acknowledgement or the transactions contemplated hereby, in any such New York State court or in any such Federal court, (c) 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 and (d) agrees that a final judgment in any such suit, 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. Each of the parties hereto agrees to commence any such action, suit, proceeding or claim either in the United States District Court for the Southern District of New York or in the Supreme Court of the State of New York, New York County, in each case, located in the Borough of Manhattan.

[signature pages follow]

[Acknowledgment]


DEUTSCHE BANK AG NEW YORK BRANCH

By:		/s/ Bill Frauen
		Name: Bill Frauen
		Title: Managing Director

By:		/s/ Ilir Hasi
		Name: Ilir Hasi
		Title: Director

DEUTSCHE BANK SECURITIES INC.

By:		/s/ Bill Frauen
		Name: Bill Frauen
		Title: Managing Director

By:		/s/ Ilir Hasi
		Name: Ilir Hasi
		Title: Director