Xerox 8K Entry into a Material Definitive Agreement | XRX 2 Mar 20

Exhibit 10.1

Citigroup Global Markets Inc.

388 Greenwich Street

New York, NY 10013

Mizuho Bank, Ltd.

1271 Avenue of the Americas
New York, NY 10020

Bank of America, N.A.

BofA Securities, Inc.

One Bryant Park

New York, NY 10036

MUFG Bank, Ltd.

1251 Avenue of the
Americas

New York, NY 10020

PNC Bank, National

Association

PNC Capital Markets LLC

300 Fifth Avenue, 10^th Floor

Pittsburgh, PA 15222

Crédit Agricole Corporate
and Investment Bank

1301 Avenue of the

Americas

New York, NY

10019

SunTrust Robinson
Humphrey, Inc.

Truist Bank

3333 Peachtree Road

Atlanta, GA 30326

CONFIDENTIAL

February 26, 2020

Xerox Holdings Corporation

201 Merritt 7

Norwalk, CT 06851

Attention: William F. Osbourn, Jr., Chief Financial Officer

Project Late Night

Amended and Restated Commitment Letter

Ladies and Gentlemen:

Reference is hereby made to that certain Commitment Letter, dated as of January 5, 2020 (the “Original Commitment Letter” and such date, the “Original Signing Date”), by and among you, Citi, Mizuho and BofA (each as defined below and, collectively, the “Original Commitment Parties”). The Original Commitment Letter is hereby amended and restated and superseded in its entirety as follows as of the date hereof (as so amended and restated and superseded (including the exhibits and other attachments hereto), this “Commitment Letter”).

Xerox Holdings Corporation, a New York corporation (the “Buyer”, the “Borrower” or “you”), has advised Citi (as defined below), Mizuho Bank, Ltd. (“Mizuho”), Bank of America, N.A. (“Bank of America”), BofA Securities, Inc. (or its designated affiliates, “BofA Securities”, and, together with Bank of America, “BofA”), MUFG (as defined below), PNC Bank, National Association (“PNC Bank”), PNC Capital Markets LLC (“PNCCM” and, together with PNC Bank, “PNC”), Crédit Agricole Corporate and Investment Bank (“Crédit Agricole”), Truist Bank (“Truist”), SunTrust Robinson Humphrey, Inc. (“STRH” and, together with Truist, “SunTrust”; SunTrust together with Citi, Mizuho, BofA, MUFG, PNC and Crédit Agricole being referred to herein as “we”, “us” or the “Commitment Parties”) that youintend to consummate the Transactions described in the Transaction Description attached hereto as Exhibit A (the “Transaction Description”).Capitalized terms used but not defined herein shall have the meanings assigned to them in the Transaction Description, the Summary of Principal Terms and Conditions attached hereto as Exhibit B (the “Cash Flow Bridge Facility Term Sheet”) and the Summary of Principal Terms and Conditions attached hereto as Exhibit C (the “Capital Markets Bridge Facility Term Sheet” and, together with the Cash Flow Bridge Facility Term Sheet, the “Term Sheets”); this commitment letter, the Transaction Description, the Term Sheets and the Summary of Additional Conditions attached hereto as Exhibit D, collectively, the “Commitment Letter”).

For the purposes of this Commitment Letter, (i) “Citi” shall mean Citigroup Global Markets Inc. (“CGMI”), Citibank, N.A., Citicorp USA, Inc., Citicorp North America, Inc. and/or any of their affiliates as any of them shall determine to be appropriate to provide the services contemplated herein, and (ii) “MUFG” shall mean MUFG Bank, Ltd. (“MUFG Bank”), MUFG Union Bank, N.A., MUFG Securities Americas Inc. and/or any of their affiliates as any of them shall determine to be appropriate to provide the services contemplated herein.

1.Commitments.

In connection with the Transactions, (a)(i) Citi is pleased to advise you of CGMI’s several, but not joint, commitment, on behalf of Citi, to provide 22.75% of the aggregate principal amount of the Capital Markets Bridge Facility, (ii) Mizuho is pleased to advise you of its several, but not joint, commitment to provide 22.75% of the aggregate principal amount of the Capital Markets Bridge Facility, (iii) Bank of America is pleased to advise you of its several, but not joint, commitment to provide 18.75% of the aggregate principal amount of the Capital Markets Bridge Facility, (iv) MUFG is pleased to advise you of MUFG Bank’s several, but not joint, commitment, on behalf of MUFG, to provide 12.50% of the aggregate principal amount of the Capital Markets Bridge Facility, (v) PNC is pleased to advise you of its several, but not joint, commitment to provide 10.00% of the aggregate principal amount of the Capital Markets Bridge Facility, (vi) Crédit Agricole is pleased to advise you of its several, but not joint, commitment to provide 8.25% of the aggregate principal amount of the Capital Markets Bridge Facility, (vii) SunTrust is pleased to advise you of Truist’s several, but not joint, commitment, on behalf of SunTrust, to provide 5.00% of the aggregate principal amount of the Capital Markets Bridge Facility and (b)(i) Citi is pleased to advise you of CGMI’s several, but not joint, commitment, on behalf of Citi, to provide 22.75% of the aggregate principal amount of the Cash Flow Bridge Facility, (ii) Mizuho is pleased to advise you of its several, but not joint, commitment to provide 22.75% of the aggregate principal amount of the Cash Flow Bridge Facility, (iii) Bank of America is pleased to advise you of its several, but not joint, commitment to provide 18.75% of the aggregate principal amount of the Cash Flow Bridge Facility, (iv) MUFG is pleased to advise you of MUFG Bank’s several, but not joint, commitment, on behalf of MUFG, to provide 12.50% of the aggregate principal amount of the Cash Flow Bridge Facility, (v) PNC is pleased to advise you of its several, but not joint, commitment to provide 10.00% of the aggregate principal amount of the Cash Flow Bridge Facility, (vi) Crédit Agricole is pleased to advise you of its several, but not joint, commitment to provide 8.25% of the aggregate principal amount of the Cash Flow Bridge Facility and (vii) SunTrust is pleased to advise you of Truist’s several, but not joint, commitment, on behalf of SunTrust, to provide 5.00% of the aggregate principal amount of the Cash Flow Bridge Facility, in each case (described in clauses (a) and (b)), subject only to the applicable Funding Conditions (as defined below).

In addition, on or prior to the date that is three business days prior to the Initial Closing Date (as defined below), you shall have the option, exercisable in your sole discretion by delivering to each other party hereto written notice thereof, to reallocate (any such reallocations, collectively, the “Reallocation”) all or any portion of the commitments of the Initial Cash Flow Bridge Lenders under the Cash Flow Bridge Facility on a pro rata basis to become commitments of the Initial Capital Markets Bridge Lenders (as defined below) under the Capital Markets Bridge Facility. It is agreed that, in the event of a Reallocation and without duplication of the foregoing, each Commitment Party is pleased to advise you of its several, but not joint, commitment to provide its pro rata amount of the aggregate principal amount of the Capital Markets Bridge Facility so reallocated from the Cash Flow Bridge Facility, in each case, subject only to the applicable Funding Conditions.

Citi, Mizuho, Bank of America, MUFG, PNC, Crédit Agricole and SunTrust are referred to herein as the “Initial Lenders” and, each individually as an “Initial Lender”, with the entities named in clause (a) above being herein called the “Initial Capital Markets Bridge Lenders” and the entities named in clause (b) above being herein called the “Initial Cash Flow Bridge Lenders”.

2.Titles and Roles.

It is agreed that (i) each of Citi, Mizuho, BofA Securities, MUFG, PNCCM, Crédit Agricole and STRH will act as a joint active lead arranger for each of the Facilities (each in such capacity, a “Lead Arranger” and, collectively, the “Lead Arrangers”) and (ii) each of Citi, Mizuho, BofA Securities, MUFG, PNCCM, Crédit Agricole and STRH will act as a joint active bookrunner for each of the Facilities (each in such capacity, a “Joint Bookrunner” and, collectively, the “Joint Bookrunners”).

Prior to the public announcement of the entering into of a Merger Agreement (or, if earlier, the entering into of the applicable Facilities Documentation), you will select one or more of the Lead Arrangers (or relevant affiliate) that were party to the Original Commitment Letter on the Original Signing Date to appear on the top left on the marketing materials for each of the Facilities and shall appoint an administrative agent in respect thereof in accordance with the Term Sheets (collectively, the “Administrative Agents”). You agree that no other agents,co-agents, arrangers,co-arrangers, bookrunners,co-bookrunners, managers orco-managers will be appointed, no other titles will be awarded and no compensation (other than compensation expressly contemplated by this Commitment Letter and the Amended and Restated Fee Letter, dated as of the date hereof, with respect to the Facilities (as amended, restated, amended and restated or otherwise modified from time to time, the “Fee Letter”)) will be paid by you or any of your affiliates to any Lender (as defined below) in order to obtain its commitment to participate in the Facilities unless you and the Lead Arrangers shall so agree.

3.Syndication.

The Lead Arrangers reserve the right, prior to and/or after the Initial Closing Date (as defined below), but in no event prior to the date that is the earliest of (i) thirty calendar days after the public announcement of the entering into of a Merger Agreement, (ii) the launch of the primary syndication of the Term Loans or any other Permanent Financing (as defined below) consisting of term loans, (iii) the public announcement by you that more than 50% of the outstanding common stock of the Target was tendered pursuant to the Offer and (iv) 150 calendar days after the Original Signing Date (or such earlier date as you may reasonably agree) (such earliest date, the “Syndication Start Date”), to syndicate all or a portion of the Initial Lenders’ respective commitments hereunder to a group of banks, financial institutions and other institutional lenders and investors identified by the Lead Arrangers in coordination and consultation with you and reasonably acceptable to the Lead Arrangers and you (your consent not to be unreasonably withheld, conditioned or delayed), including, without limitation, any relationship lenders designated by you and reasonably acceptable to the applicable Lead Arrangers (such banks,

financial institutions and other institutional lenders and investors, together with the Initial Lenders, the “Lenders”). Notwithstanding the foregoing, the Lead Arrangers will not syndicate to those banks, financial institutions and other institutional lenders and investors (i) that have been separately identified in writing by you to us prior to the date of your acceptance of this Commitment Letter (the “Signing Date”) (and, if after such date and prior to the Initial Closing Date, that are reasonably acceptable to the Lead Arrangers holding a majority of the aggregate principal amount of outstanding commitments in respect of the Facilities on the Signing Date (the “Majority Lead Arrangers”), (ii) those persons who are competitors of you, the Target and your and their respective subsidiaries that are separately identified in writing by you to us from time to time (which list of competitors may be supplemented by you after the Initial Closing Date (as defined below) by means of a written notice to each Administrative Agent but which supplementation shall not become effective until the next business day after the date such supplementation is provided and (iii) in the case of each of clauses (i) and (ii), any of their affiliates (which, for the avoidance of doubt, shall not include any bona fide debt investment funds that are affiliates of the persons referenced in clause (ii) above) that are either (a) identified in writing by you from time to time or (b) readily identifiable as such on the basis of such affiliate’s name (clauses (i), (ii) and (iii) above, collectively “Disqualified Lenders”);provided that disqualification of Disqualified Lenders may not apply retroactively to disqualify any persons that have previously acquired an assignment or participation in any Facility).

Notwithstanding the Lead Arrangers’ right to syndicate the Facilities and receive commitments with respect thereto, (i) no Initial Lender shall be relieved, released or novated from its obligations hereunder (including its obligation to fund the Facilities on the date of both the consummation of the Offer (or, if the Acquisition is to be consummated pursuant to aOne-Step Merger Agreement, the Merger) and the initial funding under any of the Facilities (the date of such consummation and funding, the “Initial Closing Date”) and, if later and if and to the extent applicable, its obligation to fund the Facilities on the Merger Date) in connection with any syndication, assignment or participation of the Facilities, including its commitments in respect thereof, until after the initial funding of the Facilities on the Initial Closing Date (and, if later and if and to the extent applicable, the subsequent funding of the Facilities on the Merger Date) has occurred, (ii) no assignment or novation shall become effective with respect to all or any portion of any Initial Lender’s commitments in respect of the Facilities until after the initial funding of the Facilities on the Initial Closing Date (and, if later and if and to the extent applicable, the subsequent funding of the Facilities on the Merger Date) and (iii) unless you otherwise agree in writing, each Commitment Party shall retain exclusive control over all rights and obligations with respect to its commitments in respect of the Facilities, including all rights with respect to consents, modifications, supplements, waivers and amendments, until the Initial Closing Date (and, if later and if and to the extent applicable, the Merger Date) has occurred.

The Lead Arrangers hereby acknowledge that the Borrower intends to retain, and has retained, one or more investment banking institutions reasonably satisfactory to the Lead Arrangers, to market and syndicate Term Loans and/or offer and place the Senior Notes in lieu of all or a portion of the Capital Markets Bridge Facility and such Senior Notes and/or Term Loans are intended to replace and reduce the Initial Capital Markets Bridge Lenders’ commitments with respect to the Capital Markets Bridge Facility on adollar-for-dollar basis (pro rata among the Initial Capital Markets Bridge Lenders) and the Lead Arrangers shall use commercially reasonable efforts to coordinate their marketing and syndication efforts in respect of the Capital Markets Bridge Facility with the marketing and syndication efforts with respect to such Term Loans and/or the offering and placement of such Senior Notes.

Without limiting your obligations to assist with the syndication efforts as set forth herein, it is understood that the Initial Lenders’ commitments hereunder are not conditioned upon the syndication of, or receipt of commitments in respect of, the Facilities and in no event shall the commencement or successful completion of syndication of the Facilities constitute a condition to the availability or funding of the Facilities on the Initial Closing Date (or, if later and if and to the extent applicable, the Merger Date) nor reduce the amount of the Commitment Parties’ commitments hereunder with respect to any of the Facilities. The Lead Arrangers may commence syndication efforts promptly after the Syndication Start Date and as part of their syndication efforts, it is their intent to have Lenders commit to the Facilities prior to the Initial Closing Date (subject to the limitations set forth in the second preceding paragraph). Until the date that is 30 days after the Initial Closing Date (or such later date as you may reasonably agree), you agree actively to assist the Lead Arrangers in completing a timely syndication that is reasonably satisfactory to us and you. Such assistance shall include, without limitation, the following: (a) your using commercially reasonable efforts to ensure that any syndication efforts benefit materially from your existing lending and investment banking relationships and, to the extent practical and appropriate and in all instances only to the extent a Merger Agreement is entered into and not in contravention of the terms thereof, the Target’s and its subsidiaries’ existing lending and investment banking relationships, (b) direct contact between appropriate members of senior management, certain relevant representatives and certain relevant advisors of you, on the one hand, and the proposed Lenders, on the other hand (and your using commercially reasonable efforts to arrange, to the extent practical and appropriate and in all instances only to the extent a Merger Agreement is entered into and not in contravention of the terms thereof, such contact between appropriate members of senior management, certain relevant representatives and certain relevant advisors of the Target and its subsidiaries, on the one hand, and the proposed Lenders, on the other hand), in all such cases at times and locations to be mutually agreed upon, (c) your assistance (including the use of commercially reasonable efforts to cause, to the extent practical and appropriate and in all instances only to the extent a Merger Agreement is entered into and not in contravention of the terms thereof, the Target and its subsidiaries to assist) in the preparation of the Information Materials (as defined below) and other customary offering and marketing materials to be used in connection with the syndication, (d) using your commercially reasonable efforts to procure or reaffirm from time to time (including, if possible, through ratings evaluation or assessment services, as applicable), at your expense, prior to the Syndication Start Date, a public corporate credit rating (but no specific rating) and a public corporate family rating (but no specific rating) in respect of you after giving effect to the Transactions from S&P Global Ratings (“S&P”), Moody’s Investors Service, Inc. (“Moody’s”) and Fitch Ratings (“Fitch”), (e) the hosting, with the Lead Arrangers, of no more than two meetings and, to the extent necessary, one or more conference calls, of prospective Lenders at times and locations to be mutually agreed upon (and your using commercially reasonable efforts to cause, to the extent practical and appropriate and in all instances only to the extent a Merger Agreement is entered into and not in contravention of the terms thereof, the relevant senior officers of the Target to be available for such meetings), (f) to the extent you are provided by the Target with an opportunity to conduct a due diligence investigation ofnon-public information relating to the Target and its subsidiaries, (1) using your commercially reasonable efforts to provide us a concurrent opportunity to conduct a due diligence investigation of the Target and its subsidiaries or (2) to the extent such concurrent opportunity is

not reasonably practicable, using commercially reasonable efforts to provide to us on a reasonably prompt basis the findings and conclusions of your due diligence investigation, including by using commercially reasonable efforts to provide copies of any due diligence memoranda prepared by you or your advisors (on a customarynon-reliance basis) and (g) prior to the Initial Closing Date, ensuring there are no competing issues, offerings, placements, arrangements or syndications of debt securities or syndicated commercial bank or other syndicated credit facilities by or on behalf of you or any of your subsidiaries, and after using your commercially reasonable efforts, to the extent practical and appropriate and in all instances only to the extent a Merger Agreement is entered into and not in contravention of the terms thereof, the Target or any of its subsidiaries, being offered, placed or arranged (other than (A) the Facilities, (B) any permanent or temporary financing to replace the Capital Markets Bridge Facility (including the Senior Notes and/or the Term Loans), (C) any Excluded Debt (as defined in Exhibit C hereto) and (D) any indebtedness of the Target and its subsidiaries not prohibited from being incurred under the Offer Documents (or, if applicable, the Merger Agreement)) without the written consent of the Majority Lead Arrangers (such consent not to be unreasonably withheld, conditioned or delayed), if such issuance, offering, placement, arrangement or syndication would reasonably be expected to materially and adversely impair the primary syndication of the Facilities, the marketing and syndication of the Term Loans, the offering of the Senior Notes or any other debt financing contemplated to be incurred or issued as a replacement of the Facilities or to refinance any amounts outstanding thereunder (the Term Loans, the Senior Notes and such other debt financing, the “Permanent Financing”) (it is understood that your, the Target’s and your and their subsidiaries’ deferred purchase price obligations, commercial paper issuances, ordinary course working capital facilities and ordinary course capital lease, or purchase money and equipment financings will not be deemed to materially and adversely impair the primary syndication of the Facilities, the marketing, syndication or offering of the Permanent Financing). Notwithstanding anything to the contrary contained in this Commitment Letter or the Fee Letter or any other letter agreement or undertaking concerning the financing of the Transactions to the contrary, your obligations to assist in syndication efforts as provided herein (including the obtaining of the ratings and the compliance with any of the provisions set forth in clauses (a) through (g) above or the second sentence of the immediately following paragraph), shall not constitute a condition to the commitments hereunder or the funding of the Facilities on the Initial Closing Date (or, if later and if and to the extent applicable, the Merger Date).

The Lead Arrangers, in their capacities as such, will manage, in coordination and consultation with you, all aspects of any syndication of the Facilities, including decisions as to the selection of institutions reasonably acceptable to you (your consent not to be unreasonably withheld, conditioned or delayed, but subject to the limitations set forth in the first paragraph of this Section 3) to be approached and when they will be approached, when their commitments will be accepted, which institutions will participate (subject to your consent rights and the other limitations set forth in the first paragraph of this Section 3 and excluding Disqualified Lenders), the allocation of the commitments among the Lenders and the amount and distribution of fees among the Lenders. To assist the Lead Arrangers in their syndication efforts, you agree to promptly (taking into account the expected timing of the Syndication Start Date) prepare and provide (and to use commercially reasonable efforts to cause, to the extent practical and appropriate and in all instances only to the extent a Merger Agreement is entered into and not in contravention of the terms thereof, the Target and its subsidiaries to provide) to the Lead Arrangers (x) customary information with respect to you, the Target and your and their respective subsidiaries and the

Transactions set forth in clause (c) of the preceding paragraph, (y) the historical financial information required to be provided in accordance with paragraph 3 of ExhibitD-1 hereto and (z) customary financial estimates, forecasts and other projections (such estimates, forecasts and other projections, the “Projections”) and such other customary information as the Lead Arrangers may reasonably request in connection with the structuring, arrangement and syndication of the Facilities (which, with respect to the Target and its subsidiaries, unless a Merger Agreement is entered into, shall be limited to publicly available information relating thereto). For the avoidance of doubt, you will not be required to provide any information to the extent that the provision thereof would violate any law, rule or regulation, or any obligation of confidentiality binding upon (so long as such obligations are not entered into in contemplation of this Commitment Letter), or waive any privilege that may be asserted by, you, the Target or any of your or their respective subsidiaries or affiliates (in which case you agree to use commercially reasonable efforts to have any such confidentiality obligation waived, and otherwise in all instances, to the extent practicable and not prohibited by applicable law, rule or regulation, promptly notify us that information is being withheld pursuant to this sentence). Notwithstanding anything herein to the contrary, the only financial statements that shall be required to be provided to the Commitment Parties in connection with the syndication of the Facilities shall be those required to be delivered pursuant to paragraph 3 of ExhibitD-1.

You hereby acknowledge that (a) the Lead Arrangers will make available Information (as defined below), Projections and other customary offering and marketing materials and presentations, including a customary confidential information memorandum to be used in connection with the syndication of the Facilities (any such memorandum, an “Information Memorandum”, and such Information, Projections, other customary offering and marketing materials and any Information Memorandum, collectively, with the Term Sheets, the “Information Materials”) on a confidential basis to the proposed syndicate of Lenders by posting the Information Materials on Intralinks, Debt X, SyndTrak Online or by similar electronic means and (b) certain of the Lenders may be “public side” Lenders (i.e., Lenders that wish to receive only information that (i) is publicly available or (ii) is not material with respect to you, the Target or your or its respective subsidiaries or securities for purposes of United States federal and state securities laws) (collectively, the “Public Side Information”; any information that is not Public Side Information, “Private Side Information”) and who may be engaged in investment and other market related activities with respect to you or the Target or your or the Target’s respective subsidiaries or securities (each, a “Public Sider” and each Lender that is not a Public Sider, a “Private Sider”). You will be solely responsible for the contents of the Information Materials and each of the Commitment Parties shall be entitled to use and rely upon the information contained therein without responsibility for independent verification thereof.

At the reasonable request of the Lead Arrangers, you agree to assist (and to use commercially reasonable efforts to cause, to the extent practical and appropriate and in all instances only to the extent a Merger Agreement is entered into and not in contravention of the terms thereof, the Target to assist) us in preparing an additional version of the Information Materials to be used in connection with the syndication of the Facilities that consists exclusively of Public Side Information with respect to you or the Target or your or the Target’s respective subsidiaries or securities for the purposes of United States federal and state securities laws to be used by Public Siders. Each of the parties hereto agrees that the Public Side Information will be substantially consistent with the information in any filings that have been made by you or the

Target and/or any of your or its respective subsidiaries with the Securities and Exchange Commission (the “Public Filings”). It is understood that in connection with your assistance described above, (a) authorization letters in customary form consistent with the authorization letters provided by the Borrower or any subsidiary thereof in its or their prior credit facility financings will be included in any Information Materials (it being acknowledged that there may be separate authorization letters for Information Materials containing only Public Side Information and Information Materials containing Private Side Information) that authorize the distribution of the Information Materials to prospective Lenders, contain the representations set forth in Section 4 below as of the date of such Information Materials and contain a representation that the additional version of the Information Materials does not include any Private Side Information (except as described in the next paragraph and except for information about the Transactions) and (b) the Information Materials will include customary provisions that exculpate us and our respective affiliates with respect to any liability related to the use or misuse of the content of such Information Materials or related offering and marketing materials by the recipients thereof, and exculpate you, your subsidiaries, your affiliates and your and their respective officers and directors and, only to the extent a Merger Agreement is entered into, the Target, its subsidiaries, its affiliates and its and their respective officers and directors, in the event of any use or misuse of the content of such Information Materials or related offering and marketing materials by the recipients thereof. Before distribution of any Information Materials, at our reasonable request, you agree to identify that portion of the Information Materials that may be distributed to the Public Siders as “Public Information”, which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof. By marking Information Materials as “PUBLIC”, you shall be deemed to have authorized the Commitment Parties and the proposed Lenders to treat such Information Materials as not containing any Private Side Information (it being understood that you shall not be obliged to mark such information as “PUBLIC”). You agree that, unless expressly marked as “PUBLIC”, each document to be disseminated by the Lead Arrangers (or any other agent) to any Lender in connection with the Facilities will be deemed to contain Private Side Information and we will not make any such materials available to Public Siders.

You acknowledge and agree that, subject to the confidentiality and other provisions of this Commitment Letter, the following documents, without limitation, may be distributed to both Private Siders and Public Siders, unless you advise the Lead Arrangers in writing (including by email) within a reasonable time prior to their intended distribution that such materials should only be distributed to Private Siders (provided that such materials have been provided to you and your counsel for review a reasonable period of time prior thereto): (a) administrative materials prepared by the Lead Arrangers for prospective Lenders (such as a lender meeting invitation, bank allocation, if any, and funding and closing memoranda), (b) term sheets and notification of changes in the Facilities’ terms and conditions, (c) drafts and final versions of the Cash Flow Bridge Facility Documentation and the Capital Markets Bridge Facility Documentation (collectively, the “Facilities Documentation”) and (d) publicly filed financial statements of you and your subsidiaries and the Target and its subsidiaries. If you advise us in writing (including by email), within a reasonable period of time prior to dissemination, that any of the foregoing should be distributed only to Private Siders, then Public Siders will not receive such materials without your prior consent.

4.Information.

You hereby represent and warrant that (a) all written information and written data (such information and data, other than (i) the Projectionsand (ii) information of a general economic or industry specific nature, the “Information”) (in the case of Information regarding the Target and its subsidiaries and its and their respective businesses, to your knowledge) that has been or will be made available to the Commitment Parties by you, the Target (but only to the extent a Merger Agreement is entered into) or by any of your or its subsidiaries or representatives, in each case, on your behalf in connection with the transactions contemplated hereby (including information contained in the Information Memorandum and in the Public Filings), is or will be, when furnished and when taken as a whole, correct in all material respects and does not or will not, when furnished and when taken as a whole, 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 and updates thereto from time to time) and (b) the Projections that have been, or will be, made available to the Commitment Parties by you or by any of your subsidiaries or representatives, in each case, on your behalf in connection with the transactions contemplated hereby have been, or will be, prepared in good faith based upon assumptions that are believed by you to be reasonable at the time prepared and at the time the related Projections are so furnished to the Commitment Parties; 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. You agree that, if at any time prior to the later of a Successful Syndication (as defined in the Fee Letter) and the Initial Closing Date,you become aware that any of the representations and warranties in the preceding sentence would be incorrect in any material respect if the Information and the Projections were being furnished, and such representations and warranties were being made, at such time, then you will (or, with respect to the Information and Projections relating to the Target and its subsidiaries, will use commercially reasonable efforts to) promptly supplement the Information and the Projections such that such representations and warranties are correct in all material respects under those circumstances (or, in the case of the Information and Projections relating to the Target and its subsidiaries and its and their respective businesses, to your knowledge, such representations and warranties are correct in all material respects under those circumstances). In arranging and syndicating the Facilities, the Commitment Parties (i) will be entitled to use and rely primarily on the Information and the Projections without responsibility for independent verification thereof and (ii) assume no responsibility for the accuracy or completeness of the Information or the Projections.

5.Fees.

As consideration for the commitments of the Initial Lenders hereunder and for the agreement of the Lead Arrangers and the Joint Bookrunners to perform the services described herein, you agree to pay (or cause to be paid) the fees set forth in the Term Sheets and in the Fee Letter,if and to the extent payable. Once paid, such fees shall not be refundable under any circumstances, except as expressly set forth herein or therein or as otherwise separately agreed to in writing by you and us.

6.Conditions.

The commitments of the Initial Lenders hereunder to fund the Facilities on the Initial Closing Date (and, if later and if and to the extent applicable, on the Merger Date) and the agreements of the Lead Arrangers and the Joint Bookrunners to perform the services described herein are subject solely to (a) the applicable conditions set forth in the sections entitled “Conditions to Borrowing on the Initial Closing Date” and “Conditions to Borrowing on the Merger Date” in each of Exhibit B and Exhibit C hereto and (b) the applicable conditions set forth in ExhibitD-1 hereto and, in the case of the Merger Date only, the applicable conditions set forth in ExhibitD-2 hereto (such conditions, the “Funding Conditions”), and upon satisfaction (or waiver by each of the Commitment Parties) of the Funding Conditions, the initial funding of the Facilities shall occur (and, if later and if and to the extent applicable, the funding under the Facilities on the Merger Date, shall occur); it is understood and agreed that there are no other conditions (implied or otherwise) to the commitments hereunder, including compliance with the terms of this Commitment Letter, the Fee Letter and the Facilities Documentation.

Notwithstanding anything to the contrary in this Commitment Letter (including each of the exhibits attached hereto), the Fee Letter, the Facilities 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 accuracy of which shall be a condition to the availability and funding of the Facilities on the Initial Closing Date (and, if later and if and to the extent applicable, the Merger Date) shall be (a) if a Merger Agreement is entered into prior to such date, such of the representations made by the Target with respect to the Target and its subsidiaries in the Merger Agreement as are material to the interests of the Lenders, but only to the extent that you (or your affiliate) have the right (taking into account any applicable cure provisions) to terminate your (and/or its) obligations under the Merger Agreement or the right to decline to consummate the Offer or the Merger (in each case, in accordance with the terms thereof) as a result of a breach of such representations in the Merger Agreement (to such extent, the “Specified Merger Agreement Representations”) and (b) the Specified Representations (as defined below) and (ii) the terms of the Facilities Documentation and the Closing Deliverables (as defined in ExhibitD-1 to this Commitment Letter) shall be in a form such that they do not impair the availability or funding of the Facilities on the Initial Closing Date (and, if later and if and to the extent applicable, the Merger Date) if the applicable Funding Conditions are satisfied (or waived by each of the Commitment Parties). For purposes hereof, “Specified Representations”means the applicable representations and warranties of the Borrower and any Closing Date Guarantors set forth in the Facilities Documentation relating to organizational existence thereof; power and authority, due authorization, execution and delivery, and enforceability, in each case related to the entering into, borrowing under, guaranteeing under, and performance of the applicable Facilities Documentation; Federal Reserve margin regulations; the use of the proceeds of borrowings under the Facilities on the Initial Closing Date (and, if later and if and to the extent applicable, the Merger Date) not violating the PATRIOT Act, laws applicable to sanctioned persons as administered by the United States, including OFAC, the European Union (or any member state thereof), the United Nations, the United Kingdom and Canada and anti-corruption laws of the United States, including the FCPA, the European Union (or any member state thereof), the United Nations, the United Kingdom and Canada; the Investment Company Act; solvency as of the Initial Closing Date (after giving effect to the Transactions assuming all of the Transactions had occurred on the Initial Closing Date) of Borrower and its subsidiaries on a consolidated basis (solvency to be defined in

a manner consistent with the manner in which solvency is determined in the solvency certificate to be delivered pursuant to paragraph 5(b) of ExhibitD-1); and the incurrence of the loans to be made under the Facilities and the provision of any Cash Flow Bridge Facility Guarantee or Capital Markets Bridge Facility Guarantee, in each case, under the Facilities, and the entering into of the Facilities Documentation, do not conflict with the organizational documents of the Borrower or any Closing Date Guarantors. In the event the Facilities Documentation is entered into prior to the Initial Closing Date (or, if later and if and to the extent applicable, prior to the Merger Date) (such date, the “Effective Date”), then during the period from and including the Effective Date to and including the funding of the Facilities on the Initial Closing Date (and, if later and if and to the extent applicable, on the Merger Date) (the “Certain Funds Period”), and notwithstanding (A) that any representation made on the Effective Date (or, if later and if and to the extent applicable, with respect to a funding of the Facilities on the Merger Date, any representation made on the Initial Closing Date) in the applicable Facilities Documentation was incorrect (other than any Specified Representation), (B) any failure by the Borrower or any of its subsidiaries to comply with the terms of the applicable Facilities Documentation or the existence of a default or event of default thereunder, (C) any provision to the contrary in the applicable Facilities Documentation or otherwise or (D) that any condition to the occurrence of the Effective Date (or, if later and if and to the extent applicable, with respect to a funding of the Facilities on the Merger Date, any condition to the occurrence of the Initial Closing Date) in the applicable Facilities Documentation may subsequently be determined not to have been satisfied, no Commitment Party, Administrative Agent or Lender shall be entitled to (1) cancel any of its commitments under any Facility (except as expressly set forth under the heading “Mandatory Commitment Reduction and Prepayment” in Exhibit C), (2) rescind, terminate or cancel any of the Facilities Documentation or exercise any right or remedy or make or enforce any claim thereunder or that it may otherwise have to the extent to do so would prevent, limit or delay the funding of the Facilities on the Initial Closing Date (and, if later and if and to the extent applicable, on the Merger Date), (3) refuse to participate in the funding of the Facilities on the Initial Closing Date (and, if later and if and to the extent applicable, on the Merger Date);providedthat the relevant Funding Conditions have been satisfied or waived, or (4) exercise any right ofset-off or counterclaim to the extent to do so would prevent, limit or delay its participation in the funding of the Facilities on the Initial Closing Date (and, if later and if and to the extent applicable, on the Merger Date). Notwithstanding anything to the contrary provided herein, (i) immediately after the expiration of the Certain Funds Period, all of the rights, remedies and entitlements of the Administrative Agent and the Lenders under the applicable Facilities Documentation shall be available notwithstanding that such rights were not available prior to such time as a result of the foregoing and (ii) nothing in the preceding sentence shall affect any of the rights, remedies and entitlements of the Commitment Parties under this Commitment Letter or the Fee Letter. For the avoidance of doubt, no Initial Lender shall be required to enter into any of the Facilities Documentation prior to the Initial Closing Date;provided that, to the extent any Facilities Documentation is entered into by the Borrower, the applicable Administrative Agent and one or more Initial Lenders prior to the Initial Closing Date, the commitments of any Initial Lender who declines to enter into such Facilities Documentation prior to the Initial Closing Date shall remain outstanding pursuant to the terms of this Commitment Letter until the Initial Closing Date (and, if later and if and to the extent applicable, the Merger Date). This paragraph, and the provisions herein, shall be referred to as the “Limited Conditionality Provisions”.

7.Expense Reimbursement and Indemnity.

To induce the Commitment Parties to enter into this Commitment Letter and the Fee Letter and to proceed with the Facilities Documentation, you agree (a) to indemnify and hold harmless each Commitment Party, its respective affiliates and the respective officers, directors, employees, agents, controlling persons, advisors and other representatives of each of the foregoing and their successors and permitted assigns (each, an “Indemnified Person”),from and against any and all losses, claims, damages and liabilities (collectively, “Losses”) of any kind or nature and, subject to the limitations set forth below in this clause (a) with respect to legal fees and expenses, the reasonable and documented or invoicedout-of-pocket fees and expenses, joint or several, to which any such Indemnified Person may become subject, in the case of any such Losses and related expenses, to the extent arising out of, resulting from, or in connection with, any claim, litigation, investigation or proceeding (including any inquiry or investigation) relating to this Commitment Letter and the Original Commitment Letter (including the Term Sheets hereto and thereto), the Fee Letter and that certain Fee Letter, dated as of January 5, 2020, with respect to the Facilities (the “Original Fee Letter”), the Transactions or any related transaction contemplated hereby, the Facilities or any use of the proceeds thereof (any of the foregoing, a “Proceeding”), regardless of whether any such Indemnified Person is a party thereto and whether or not such Proceedings are brought by you, your equity holders, affiliates or creditors or any other third person, and to reimburse each such Indemnified Person within 30 days of the written demand (together with reasonably detailedback-up documentation) for any reasonable and documented or invoicedout-of-pocket legal fees and expenses incurred in connection with investigating, responding to, or defending any of the foregoing of one firm of counsel for all such Indemnified Persons, taken as a whole and, if necessary, of a single firm of local counsel in each relevant jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for all such Indemnified Persons, taken as a whole (and, solely in the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict notifies you of the existence of such conflict and thereafter retains its own counsel, of one other firm of counsel for such affected Indemnified Person in each relevant jurisdiction) and other reasonable and documented or invoicedout-of-pocket fees and expenses incurred in connection with investigating, responding to, or defending any of the foregoing;providedthat the foregoing indemnity will not, as to any Indemnified Person, apply to Losses or related expenses to the extent that they have resulted from (i) the willful misconduct, bad faith or gross negligence of such Indemnified Person or any of such Indemnified Person’s affiliates or any of its or its affiliates’ respective officers, directors, employees, agents, advisors, controlling persons or other representatives of any of the foregoing to the extent, in each case, acting on behalf of, or at the direction of, such Indemnified Person (as determined by a court of competent jurisdiction in a final andnon-appealable decision), (ii) a material breach of the obligations under this Commitment Letter or the Fee Letter by such Indemnified Person or any of such Indemnified Person’s affiliates or any of its or its affiliates’ respective officers, directors, employees, agents, advisors, controlling persons or other representatives of any of the foregoing to the extent, in each case, acting on behalf of, or at the direction of, such Indemnified Person (as determined by a court of competent jurisdiction in a final andnon-appealable decision) or (iii) any Proceeding that does not arise from any act or omission by you or any of your affiliates and that is brought by any Indemnified Person against any other Indemnified Person;providedthat the Administrative Agents, the Lead Arrangers and the Joint Bookrunners to the extent fulfilling their respective roles as an agent or arranger under the Facilities and in their capacities as such, shall remain indemnified in respect of such Proceedings

to the extent that none of the exceptions set forth in any of clauses (i) or (ii) of the immediately preceding proviso applies to such person at such time and (b) to the extent that the Initial Closing Date occurs, to reimburse each Commitment Party on the Initial Closing Date (to the extent an invoice is received as set forth in paragraph 6 of ExhibitD-1) or, if invoiced after such time, within 30 days of the written demand, and in any such case upon presentation of a summary statement (together with a reasonably detailedback-up document) for all reasonable and documented or invoicedout-of-pocket expenses (including but not limited to expenses of each Commitment Party’s due diligence investigation, consultants’ fees (to the extent any such consultant has been retained with your prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)), syndication expenses, travel expenses and reasonable fees, disbursements and other charges of a single firm of counsel to the Commitment Parties, the Lead Arrangers, the Joint Bookrunners and the Administrative Agents identified in the Term Sheets, and, if necessary, of a single firm of local counsel to the Commitment Parties, the Lead Arrangers, the Joint Bookrunners and the Administrative Agents in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) (and, solely with respect to enforcement, 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 retains its own counsel, another firm of counsel for such affected Indemnified Person in each relevant jurisdiction) and of such other counsel retained with your prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)), in each case incurred in connection with the Facilities and the preparation, negotiation and enforcement of this Commitment Letter (including the Term Sheets), the Fee Letter, the Original Fee Letter, the Original Commitment Letter and the Facilities Documentation (collectively, the “Expenses”);provided that, notwithstanding the foregoing, you agree, whether or not the Initial Closing Date occurs, to reimburse the fees, disbursements and other changes of the firm of counsel to the Commitment Parties, the Lead Arrangers, the Joint Bookrunners and the Administrative Agents identified in the Term Sheets in accordance with the separate arrangement between you and such firm of counsel prior to the Original Signing Date. Certain Commitment Parties have informed you that they may receive future benefits in matters unrelated to this matter, which may include a discount, credit or other accommodation, from any of their counsel based on the fees that such counsel may receive on account of their relationship with them, which benefit will not affect or modify any of the provisions hereof or the Facilities Documentation with respect to the reimbursement of Expenses. The foregoing provisions in this paragraph shall be superseded, in each case, to the extent covered thereby by the applicable provisions contained in the Facilities Documentation upon execution thereof and thereafter shall have no further force and effect.

Notwithstanding any other provision of this Commitment Letter, (i) no Indemnified Person shall be liable for any damages arising from the use by others of information or other materials obtained through internet, electronic, telecommunications or other information transmission systems, except to the extent that such damages have resulted from the willful misconduct, bad faith or gross negligence of, or a material breach of the obligations under this Commitment Letter or the Fee Letter by, such Indemnified Person or any of such Indemnified Person’s affiliates or any of its or its affiliates’ respective officers, directors, employees, agents, advisors, controlling persons or other representatives or successors or permitted assigns of any of the foregoing to the extent, in the case of any such successor or assign, acting on behalf of, or at the direction of, such Indemnified Person (as determined by a court of competent jurisdiction in a final andnon-appealable decision) and (ii) none of you (or any of your affiliates), the Target (or any of its

affiliates) (only to the extent a Merger Agreement is entered into) or any Indemnified Person shall be liable for any indirect, special, punitive or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) in connection with this Commitment Letter, the Original Commitment Letter, the Fee Letter, the Original Fee Letter, the Transactions (including the Facilities and the use of proceeds thereunder), or with respect to any activities related to the Facilities, including the preparation of this Commitment Letter, the Original Commitment Letter, the Fee Letter, the Original Fee Letter and the Facilities Documentation;providedthat nothing in this paragraph shall limit your indemnity and reimbursement obligations to the extent that such indirect, special, punitive or consequential damages are included in any claim by a third party unaffiliated with any of the Commitment Parties with respect to which the applicable Indemnified Person is entitled to indemnification under the first paragraph of this Section 7.

You shall not be liable for any settlement of any Proceeding effected without your written consent (which consent shall not be unreasonably withheld, conditioned or delayed), but if settled with your written consent or if there is a final andnon-appealable judgment by a court of competent jurisdiction in any such Proceeding, you agree to indemnify and hold harmless each Indemnified Person from and against any and all Losses and reasonable and documented or invoiced legal or otherout-of-pocket expenses by reason of such settlement or judgment in accordance with and to the extent provided in the other provisions of this Section 7. If you have reimbursed any Indemnified Person for any legal or other expenses in accordance with the foregoing and there is a final andnon-appealable determination by a court of competent jurisdiction that the Indemnified Person was not entitled to indemnification with respect to such payment pursuant to this Section 7, then the Indemnified Person shall promptly refund such amount.

You shall not, without the prior written consent of any Indemnified Person (which consent shall not be unreasonably withheld, conditioned or delayed, it being understood that the withholding of consent due tonon-satisfaction of any of the conditions described in clauses (i), (ii) and (iii) of this sentence shall be deemed reasonable), effect any settlement of any pending or threatened Proceeding in respect of which indemnity could have been sought hereunder by such Indemnified Person unless such settlement (i) includes an unconditional release of such Indemnified Person in form and substance reasonably satisfactory to such Indemnified Person from all liability or claims that are the subject matter of such Proceeding, (ii) does not include any statement as to or any admission of fault, culpability, wrongdoing or a failure to act by or on behalf of any Indemnified Person and (iii) contains customary confidentiality provisions with respect to the terms of such settlement.

8.Sharing of Information, Absence of Fiduciary Relationships, Affiliate Activities.

You acknowledge that the Commitment Parties and their respective affiliates may be providing debt financing, equity capital or other services (including, without limitation, financial advisory services) to other persons in respect of which you, the Target and your and their respective subsidiaries and affiliates may have conflicting interests. The Commitment Parties and their respective affiliates will not use confidential information obtained from you, the Target or any of your or their respective subsidiaries or affiliates by virtue of the transactions contemplated by this Commitment Letter or their other relationships with you, the Target or any of your or their respective subsidiaries or affiliates in connection with the performance by them or their affiliates

of services for other persons, and the Commitment Parties and their respective affiliates will not furnish any such information to other persons, except to the extent permitted below. You also acknowledge that the Commitment Parties and their respective affiliates do not have any obligation to use in connection with the transactions contemplated by this Commitment Letter, or to furnish to you, the Target or any of your or their respective subsidiaries or affiliates confidential information obtained by them from other persons.

As you know, the Commitment Parties and their respective affiliates are full service securities firms engaged, either directly or through their affiliates, in various activities, including securities trading, commodities trading, investment management, financing and brokerage activities and financial planning and benefits counseling for both companies and individuals. In the ordinary course of these activities, the Commitment Parties and their respective affiliates may actively engage in commodities trading or trade the debt and equity securities (or related derivative securities) and financial instruments (including bank loans and other obligations) of you (and your affiliates), the Target (and its affiliates), the Target’s and your respective customers or competitors and other companies which may be the subject of the arrangements contemplated by this Commitment Letter for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities. The Commitment Parties and their respective affiliates may alsoco-invest with, make direct investments in, and invest orco-invest client monies in or with funds or other investment vehicles managed by other parties, and such funds or other investment vehicles may trade or make investments in securities of you (and your affiliates), the Target (and its affiliates) or other companies which may be the subject of the arrangements contemplated by this Commitment Letter or engage in commodities or other trading with any thereof.

The Commitment Parties and their respective affiliates may have economic interests that conflict with those of the Target, you and your and their respective subsidiaries and affiliates and are under no obligation to disclose any conflicting interest to you, the Target and your and their respective subsidiaries and affiliates. You agree that each Commitment Party will act under this Commitment Letter as an independent contractor and that nothing in this Commitment Letter or the Fee Letter will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between such Commitment Party and its respective affiliates, on the one hand, and you, the Target, your and their respective equity holders or your and their respective subsidiaries and affiliates, on the other hand. You acknowledge and agree that (i) the transactions contemplated by this Commitment Letter and the Fee Letter arearm’s-length commercial transactions between the Commitment Parties and their respective affiliates, on the one hand, and you, on the other, (ii) in connection therewith and with the process leading to such transaction each Commitment Party and its applicable affiliates (as the case may be) are acting solely as principals and not as agents or fiduciaries of you, the Target, your and their respective management, equity holders, creditors, subsidiaries, affiliates or any other person, (iii) each Commitment Party 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 or your affiliates with respect to the financing transactions contemplated hereby, the exercise of the remedies with respect thereto or the process leading thereto (irrespective of whether such Commitment Party or any of its affiliates has advised or is currently advising you or the Target or any of your or their respective affiliates on other matters) and no Commitment Party has any obligation to you, the Target or your or their respective affiliates with respect to the transactions contemplated hereby except the obligations expressly set forth in

this Commitment Letter and the Fee Letter, (iv) this Commitment Letter and the Fee Letter do no create any advisory or fiduciary responsibility or any other obligation in favor of the Target or its affiliates with respect to the financing transactions contemplated hereby, the exercise of the remedies with respect thereto or the process leading thereto (irrespective of whether such Commitment Party or any of its affiliates has advised or is currently advising you or the Target or any of your or their respective affiliates on other matters) and (v) the Commitment Parties and their respective affiliates have not provided any legal, accounting, regulatory or tax advice and 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 the transactions contemplated hereby and the process leading thereto. You agree that you will not claim that the Commitment Parties or their applicable affiliates, as the case may be, have rendered advisory services in connection with the services provided pursuant to this Commitment Letter, or owe a fiduciary, agency or similar duty to you or your affiliates, in connection with such transactions or the process leading thereto. You agree that you and your subsidiaries will not assert any claim against any of the Commitment Parties or any of their affiliates based on an alleged breach of fiduciary duty by such Commitment Party or such affiliates in connection with this Commitment Letter and the transactions contemplated hereby.

In addition, please note that Citigroup Global Markets Inc. has been retained by you as financial advisor (in such capacity, the “Buy Side Advisor”) to you in connection with the Acquisition (as defined in Exhibit A hereto). You acknowledge such retention, and further agree not to assert any claim you might allege based on any actual or potential conflicts of interest that might be asserted to arise or result from the engagement of the Buy Side Advisor, on the one hand, and such Commitment Parties’ or their affiliates’ relationships with you as described and referred to herein, on the other. Each of the Commitment Parties hereto acknowledges (i) the retention of the Buy Side Advisor and (ii) that such relationship does not create any fiduciary duties or fiduciary responsibilities to such Commitment Party on the part of the Buy Side Advisor or its affiliates. You acknowledge that, in such capacity, the Buy Side Advisor may advise you in other matters adverse to the interests of the parties hereto. Notwithstanding the foregoing, in no event shall the foregoing be construed to limit the confidentiality obligations of Citigroup Global Markets Inc. and its permitted assigns that are contained in Section 9 of this Commitment Letter.

9.Confidentiality.

You agree that you will not disclose, directly or indirectly, the Fee Letter or the contents thereof or, prior to your acceptance hereof, this Commitment Letter, the Term Sheets, the other exhibits and attachments hereto or the contents of each thereof, to any person or entity without the prior written approval of the Lead Arrangers (such approval not to be unreasonably withheld, conditioned or delayed), except (a) to your and any of your affiliates and your and their respective officers, directors, employees, agents, attorneys, accountants, advisors and controlling persons who are informed of the confidential nature thereof, on a confidential andneed-to-know basis, (b) if the Commitment Parties consent in writing to such proposed disclosure or (c) 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, rule or regulation 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 your legal counsel (in which case you agree, to the

extent practicable and not prohibited by applicable law, rule or regulation, to inform us promptly thereof prior to disclosure) or as reasonably necessary in connection with the exercise of remedies with respect to, or the enforcement of your rights under, this Commitment Letter or the Fee Letter in any litigation or arbitration action or other Proceeding relating thereto, to the extent such disclosure is reasonably necessary in connection with such litigation or arbitration action or other Proceeding (provided that the Commitment Parties shall be given notice thereof and a reasonable opportunity to seek a protective court order with respect to such information prior to such disclosure (it being understood that the refusal by a court to grant such protective order shall not prevent the disclosure of such information thereafter));provided that (i) you may disclose this Commitment Letter and its contents (including the Term Sheets and other exhibits and attachments hereto but not the Fee Letter or the contents thereof) to the Target, its subsidiaries and its and their respective officers, directors, employees, agents, attorneys, accountants, advisors and controlling persons, in each case, on a confidential andneed-to-know basis, (ii) you may disclose this Commitment Letter and its contents (including the Term Sheets and other exhibits and attachments hereto) (but not the Fee Letter or the contents thereof) in any syndication or other offering or marketing materials in connection with the Facilities (including the Information Materials), any prospectus or other offering memorandum relating to the offering, placement, issuance, syndication or other offering or marketing materials relating to the Permanent Financing or any FormS-4 or other filing with the Securities and Exchange Commission or any other governmental authority in connection with, or relating to, the Transactions, (iii) you may disclose the Term Sheets and other exhibits and attachments to the Commitment Letter, and the contents thereof, to potential Lenders and to rating agencies in connection with obtaining ratings for the Borrower and/or the Permanent Financing, (iv) you may disclose the aggregate fee amount contained in the Fee Letter as part of any Projections, pro forma information or a generic disclosure of aggregate sources and uses related to fee amounts related to the Transactions to the extent customary or required in offering and marketing materials for the Facilities (including the Information Materials), any prospectus or other offering memorandum relating to the offering, placement, issuance, syndication or other offering or marketing materials relating to the Permanent Financing or in any FormS-4 or other filing with the Securities and Exchange Commission or any other governmental authority in connection with, or relating to, the Transactions (and only to the extent aggregated with all other fees and expenses of the Transactions and not presented as an individual line item unless required by applicable law, rule or regulation) and (v) if the fee amounts payable pursuant to the Fee Letter have been redacted (including the portions thereof addressing fees payable to the Commitment Parties and/or the Lenders), you may disclose the Fee Letter and the contents thereof to the Target and its subsidiaries and its and their respective officers, directors, employees, agents, attorneys, accountants, advisors and controlling persons, in each case, on a confidential andneed-to-know basis. For purposes of this paragraph, any reference to the Commitment Letter shall be deemed to include the Original Commitment Letter and any reference to the Fee Letter shall be deemed to include the Original Fee Letter.

Each Commitment Party and its affiliates will use all information provided to any of them or such affiliates by or on behalf of you hereunder or in connection with the Acquisition and the related Transactions solely for the purpose of providing the services or commitments, as the case may be, which are the subject of this Commitment Letter and negotiating, evaluating and consummating the transactions contemplated hereby and shall treat confidentially all such information and shall not publish, disclose or otherwise divulge, such information;providedthat nothing herein shall prevent such Commitment Party and its affiliates from disclosing any such

information (a) 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, rule or regulation or compulsory legal process based on the reasonable advice of counsel (in which case such Commitment Party agrees, to the extent practicable and not prohibited by applicable law, rule or regulation, to inform you promptly thereof prior to disclosure (except with respect to any audit or examination conducted by, bank accountants or any self-regulatory authority or governmental regulatory authority exercising examination or regulatory authority)) or as reasonably necessary in connection with the exercise of remedies with respect to, or the enforcement of your rights under, this Commitment Letter or the Fee Letter in any litigation or arbitration action or other Proceeding relating thereto, to the extent such disclosure is reasonably necessary in connection with such litigation or arbitration action or other Proceeding (provided that you shall be given notice thereof and a reasonable opportunity to seek a protective court order with respect to such information prior to such disclosure (it being understood that the refusal by a court to grant such protective order shall not prevent the disclosure of such information thereafter)), (b) upon the request or demand of any regulatory or self-regulatory authority having jurisdiction, or purporting to have jurisdiction, over such Commitment Party or any of its affiliates (in which case such Commitment Party agrees, to the extent practicable and not prohibited by applicable law, rule or regulation, to inform you promptly thereof prior to disclosure (except with respect to any audit or examination conducted by, bank accountants or any self-regulatory authority or governmental regulatory authority exercising examination or regulatory authority)), (c) to the extent that such information is or becomes publicly available other than by reason of improper disclosure by such Commitment Party or any of the persons referred to in the succeeding clause (f) in violation of any confidentiality obligations owing to you, the Target or any of the persons referred to in the succeeding clause (f), (d) to the extent that such information (A) is or was already in the possession of such Commitment Party or any of the persons referred to in the succeeding clause (f), and such information is not and was not, to such Commitment Party’s knowledge, subject to contractual or fiduciary confidentiality obligations owing to you, your affiliates, the Target or any of your or their respective subsidiaries or (B) is or was received by such Commitment Party or any of the persons referred to in the succeeding clause (f) from a third party that is not and was not, to such Commitment Party’s knowledge, subject to contractual or fiduciary confidentiality obligations owing to you, your affiliates, the Target or any of your or their respective subsidiaries, (e) to the extent that such information is independently developed by such Commitment Party without the use of any confidential information and without violating the terms of this Commitment Letter, (f) to such Commitment Party’s affiliates and to its and their respective directors, officers, employees, legal counsel, independent auditors, rating agencies, service providers, professionals and other experts or agents who need to know such information in connection with the Transactions and who are informed of the confidential nature of such information and who are subject to customary confidentiality obligations of professional practice or who agree in writing to be bound by the terms of this paragraph (or language substantially similar to this paragraph) (with such Commitment Party being responsible for such person’s compliance with this paragraph), (g) for purposes of establishing a “due diligence” defense, (h) to potential or prospective Lenders, hedge providers, participants or assignees and (i) to the extent you consent in writing to any specific disclosure;provided that for purposes of clause (h), (x) the disclosure of any such information to any Lenders, hedge providers, participants or assignees or prospective Lenders, hedge providers, participants or assignees referred to above shall be made subject to the acknowledgment and acceptance by such Lender, hedge provider, participant or assignee or prospective Lender, hedge

provider, participant or assignee that such information is being disseminated on a confidential basis (on substantially the terms set forth in this paragraph or as is otherwise reasonably acceptable to you and such Commitment Party, including, without limitation, as agreed in any Information Materials or other marketing materials) in accordance with the standard syndication processes of such Commitment Party or customary market standards for dissemination of such type of information, which shall in any event require “click through” or other affirmative actions on the part of recipient to access such information and (y) no such disclosure shall be made by such Commitment Party to any person that is at such time a Disqualified Lender. In the event that the Facilities are funded, the Commitment Parties’ and their respective affiliates’, if any, obligations under this paragraph shall, to the extent covered thereby, be superseded by the confidentiality provisions in the Facilities Documentation upon the initial funding thereunder to the extent that such provisions are binding on such Commitment Parties. Otherwise, the confidentiality provisions set forth in this paragraph shall survive the termination of this Commitment Letter and expire and shall be of no further effect after the second anniversary of the Original Signing Date.

10.Miscellaneous.

This Commitment Letter and the commitments hereunder shall not be assignable by any party hereto without the prior written consent of each other party hereto (such consent not to be unreasonably withheld, conditioned or delayed) (and any attempted assignment without such consent shall be null and void). This Commitment Letter and the commitments hereunder are intended to be solely for the benefit of the parties hereto (and Indemnified Persons, to the extent expressly set forth herein) and do not and are not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto (and Indemnified Persons solely to the extent expressly set forth herein). Subject to the limitations set forth in Section 3 above, each Commitment Party reserves the right to employ the services of its respective affiliates or branches in providing services contemplated hereby and to allocate, in whole or in part, to their affiliates or branches certain fees payable to such Commitment Party in such manner as such Commitment Party and its respective affiliates or branches may agree in their sole discretion and, to the extent so employed, such affiliates and branches shall be entitled to the benefits and protections afforded to, and subject to the provisions governing the conduct of, such Commitment Party hereunder. This Commitment Letter may not be amended or any provision hereof waived or modified except by an instrument in writing signed by each of the Commitment Parties and you. This Commitment Letter may be executed in any number of counterparts, each of which shall be deemed 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 or other electronic transmission (i.e., a “pdf”or “tif”)shall be effective as delivery of a manually executed counterpart hereof. This Commitment Letter (including the exhibits hereto), together with the Fee Letter, (i) are the only agreements that have been entered into among the parties hereto with respect to the commitments relating to the Facilities and (ii) supersede all prior understandings, whether written or oral, among us with respect to the Facilities (including the Original Commitment Letter and the Original Fee Letter) and set forth the entire understanding of the parties hereto with respect thereto. THIS COMMITMENT LETTER, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER, OR RELATED TO, THIS COMMITMENT LETTER (INCLUDING, WITHOUT LIMITATION, ANY CLAIMS SOUNDING IN CONTRACT LAW OR TORT LAW ARISING OUT OF THE SUBJECT MATTER HEREOF) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK;

provided that, notwithstanding the foregoing, it is understood and agreed that (a) the determination of the accuracy of any Specified Merger Agreement Representation and whether as a result of any inaccuracy thereof you (or your affiliate) have the right (taking into account any applicable cure provisions) to terminate your obligations under the Merger Agreement or the right to decline to consummate the Offer or the Merger and (b) the determination of whether the Offer and/or the Merger has been consummated in accordance with the terms of the Offer Documents (or, if applicable, the Merger Agreement), in each case shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.

Any Joint Bookrunner may, with your consent, place customary advertisements in financial and other newspapers and periodicals or on a home page or similar place for dissemination of customary information on the Internet or worldwide web as it may choose, and circulate similar promotional materials, in each case, after the Initial Closing Date, in the form of “tombstone” or otherwise describing the name of the Borrower and the amount, type and closing date of the Transactions, all at the expense of such Joint Bookrunner.

Each of the parties hereto agrees that, if accepted by you in the manner provided below, each of this Commitment Letter and the Fee Letter will be a binding and enforceable agreement with respect to the subject matter contained herein and therein, including an agreement to negotiate in good faith the Facilities Documentation by the parties hereto in a manner consistent with this Commitment Letter and the Fee Letter, it being acknowledged and agreed that the commitments provided hereunder are subject solely to conditions precedent as provided in Section 6 hereof, subject to the Limited Conditionality Provisions.

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 FEE LETTER OR THE PERFORMANCE OF SERVICES HEREUNDER OR THEREUNDER.

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 in the State of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Commitment Letter, the Fee Letter or the transactions contemplated hereby or thereby, or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action or proceeding shall be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court, (b) 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 Commitment Letter, the Fee Letter or the transactions contemplated hereby or thereby in any New York State 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 that service of process, summons, notice or document by registered mail addressed to you or us at the addresses set forth above shall be effective service of process for any suit, action or proceeding brought in any such court.

Each party hereto that is incorporated outside the United States, in respect of itself, its subsidiaries, its process agents, and its properties and revenues, hereby irrevocably agrees that, to the extent that such party or its respective subsidiaries or any of its or its respective subsidiaries’ properties has or may hereafter acquire any right of immunity, whether characterized as sovereign immunity or otherwise, from any legal proceedings, whether in the United States or elsewhere, arising out of or relating to this Commitment Letter, the Fee Letter or the transactions contemplated hereby or thereby, including, without limitation, immunity from suit, immunity from service of process, immunity from jurisdiction or judgment of any court or tribunal, immunity from execution of a judgment, and immunity of any of its property from attachment prior to any entry of judgment, or from attachment in aid of execution upon a judgment, such party, for itself and on behalf of its subsidiaries, hereby expressly waives, to the fullest extent permissible under applicable law, any such immunity, and agrees not to assert any such right or claim in any such proceeding, whether in the United States or elsewhere. Without limiting the generality of the foregoing, each party further agrees that the waivers set forth in this paragraph shall apply to the fullest extent permitted under the Foreign Sovereign Immunities Act of 1976 of the United States and are intended to be irrevocable for purposes of such Act.

If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or under the Fee Letter in dollars into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures, the applicable Commitment Parties could purchase (and remit in New York City) dollars with such other currency on the business day preceding that on which final judgment is given. Your obligation in respect of any sum due hereunder or under the Fee Letter shall, notwithstanding any judgment in a currency other than dollars, be discharged only to the extent that on the business day following its receipt of any sum adjudged to be so due in such other currency, the Commitment Parties may, in accordance with normal banking procedures, purchase (and remit in New York City) dollars with such other currency; if the dollars so purchased and remitted are less than the sum originally due to the Lenders, the applicable Commitment Parties or any Indemnified Person in dollars, you agree, as a separate obligation and notwithstanding any such judgment, to indemnify the relevant payee against such loss, and if the dollars so purchased exceed the sum originally due in dollars, such excess shall be remitted to you.

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)) (the “PATRIOT Act”) and the requirements of 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”), each of us and each of the Lenders may be required to obtain, verify and record information that identifies the Borrower and any Subsidiary Guarantors, which information may include their names, addresses, tax identification numbers, a certification regarding beneficial ownership of the Borrower as required by the Beneficial Ownership Regulation and other information that will allow each of us and the Lenders to identify the Borrower and any Subsidiary Guarantors in accordance with the PATRIOT Act and the Beneficial Ownership Regulation. This notice is given in accordance with the requirements of the PATRIOT Act and the Beneficial Ownership Regulation and is effective for each of us and the Lenders. You hereby acknowledge and agree that the Lead Arrangers shall be permitted to share any and all such information with the Lenders.

The indemnification, compensation (if applicable), reimbursement (if applicable), syndication (if applicable), absence of advisory or fiduciary duties, jurisdiction, governing law, venue, waiver of jury trial and confidentiality provisions contained herein and in the Fee Letter and the provisions of Section 8 of this Commitment Letter shall remain in full force and effect regardless of whether Facilities Documentation shall be executed and delivered and notwithstanding the termination or expiration of this Commitment Letter or the Initial Lenders’ commitments hereunder;providedthat your obligations under this Commitment Letter (for the avoidance of doubt, including the confidentiality provisions as applied to the Commitment Parties and their respective affiliates) (except as specifically set forth in the third through seventh paragraphs of Section 3 and the penultimate sentence of Section 4, and other than your obligations with respect to the confidentiality of the Fee Letter and the Original Fee Letter and their respective contents) shall automatically terminate and be superseded by the provisions of the Facilities Documentation upon the initial funding thereunder, and you shall automatically be released from all liability in connection therewith at such time. You may terminate this Commitment Letter and/or the Initial Lenders’ commitments with respect to any Facility (or any portion thereof, including on anon-pro rata basis across the Facilities) hereunder at any time subject to the provisions of the preceding sentence (any such commitment termination shall reduce the commitments of each Initial Lender on a pro rata basis based on their respective commitments to the relevant Facility as of the date of termination).

Section headings used herein are for convenience of reference only and are not to affect the construction of, or to be taken into consideration in interpreting, this Commitment Letter.

If the foregoing correctly sets forth our agreement, please indicate your acceptance of our offer as set forth in this Commitment Letter and the Fee Letter by returning to us executed counterparts of this Commitment Letter and of the Fee Letter not later than 11:59 p.m., New York City time, on February 26, 2020. Such offer will remain available for acceptance until such time, but will automatically expire at such time if we (or our legal counsel) have not received such executed counterparts in accordance with the preceding sentence. If you do so execute and deliver to us this Commitment Letter and the Fee Letter at or prior to such time, we agree to hold our commitment available for you until the earliest of (i) to the extent a Merger Agreement is entered into and prior to the consummation of the Transactions, the termination of such Merger Agreement by you (or your affiliate) or with your (or your affiliate’s) written consent in accordance with its terms (other than with respect to provisions therein that expressly survive termination) in the event that the Merger is not consummated, (ii) the expiration of the Offer without the execution and delivery of a Merger Agreement (unless either (a) at least 85% of the outstanding common stock of the Target is tendered and accepted for payment pursuant to the Offer or (b) the board of directors of the Target has approved the Merger under Section 203 of the Delaware General Corporation Law and has waived the corresponding protections in the Target’s governing documents), (iii) the consummation of the Offer or the Merger without the funding of the Facilities, (iv) five business days after the End Date (as defined in the Merger Agreement and as may be extended in accordance with the terms thereof as in effect on the date hereof) and (v) the date that is eighteen months after the Original Signing Date;provided that such date may be extended twice by up to 3 months for each such extension (for a total of 24 months) if the “Competition Laws Condition” in the Offer Documents (or the “Required Antitrust Clearances” condition in theOne-Step Merger Agreement) has not been satisfied(such earliest time, the “Expiration Date”).Upon the occurrence of any of the events referred to in the preceding sentence, this Commitment Letter

and the commitments of the Commitment Parties hereunder and the agreement of the Commitment Parties to provide the services described herein shall automatically terminate unless the Commitment Parties shall, in their sole discretion, agree to an extension in writing. Notwithstanding anything in this paragraph to the contrary, the termination of any commitment pursuant this paragraph does not prejudice our or your rights and remedies in respect of any breach of this Commitment Letter prior to such termination.

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We are pleased to have been given the opportunity to assist you in connection with the financing for the Transactions.


Very truly yours,

CITIGROUP GLOBAL MARKETS INC.

By:		/s/ Susan M. Olsen
		Name: Susan M. Olsen
		Title: Authorized Signatory