EX-2.1

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Exhibit 2.1

AGREEMENT AND PLAN OF MERGER

among

USI ADVANTAGE CORP.

AON NORTH AMERICA, INC.

CORTLANDT ACQUISITION CORP.

AON PLC

and

UNO AGGREGATOR II L.P.,

As the Securityholder Representative

Dated as of August 30, 2026

TABLE OF CONTENTS


		Page

ARTICLE I DEFINITIONS			2

Section 1.1	Definitions		2
Section 1.2	Other Defined Terms		18

ARTICLE II THE MERGER			20

Section 2.1	The Merger		20
Section 2.2	Closing		20
Section 2.3	Effective Time		21
Section 2.4	Effects of the Merger		21
Section 2.5	Certificate of Incorporation and Bylaws		21
Section 2.6	Directors and Officers		21
Section 2.7	Closing Deliverables		21

ARTICLE III EFFECT OF THE MERGER			22

Section 3.1	Effect of the Merger on Capital Stock, Restricted Stock and Company Options		22
Section 3.2	Paying Agent; Exchange Procedures		24
Section 3.3	Leakage; Consideration Schedule; Certain Closing Date Payments		25
Section 3.4	Company Transaction Expenses		27
Section 3.5	Funded Indebtedness		27
Section 3.6	Withholding		27
Section 3.7	Equitable Adjustments		27
Section 3.8	Dividends		28

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY			28

Section 4.1	Organization and Good Standing		28
Section 4.2	Capitalization		28
Section 4.3	Authority; Execution and Delivery; Enforceability		30
Section 4.4	No Conflicts; Consents		30
Section 4.5	Financial Statements		31
Section 4.6	No Undisclosed Liabilities		32
Section 4.7	Absence of Certain Changes or Events		32
Section 4.8	Real Property; Title to Assets		32
Section 4.9	Intellectual Property		33
Section 4.10	Information Technology, Data Privacy and Artificial Intelligence		34
Section 4.11	Insurance		35
Section 4.12	Taxes		36
Section 4.13	Proceedings		37
Section 4.14	Company Benefit Plans		38
Section 4.15	Compliance with Applicable Law; Permits		39
Section 4.16	Environmental Matters		40
Section 4.17	Brokers and Finders		40


Section 4.18	Labor and Employment Matters	41
Section 4.19	Company Material Contracts	42
Section 4.20	Anti-Corruption; Anti-Money Laundering	44
Section 4.21	Sanctions	44
Section 4.22	Related Party Transactions	45
Section 4.23	Certain Insurance Carrier Matters	45
Section 4.24	Investment Adviser Matters	47
Section 4.25	Broker-Dealer Matters	48
Section 4.26	Healthcare Matters	49
Section 4.27	Disclaimer of Warranties	50

ARTICLE V REPRESENTATIONS AND WARRANTIES OF AON, PARENT AND MERGER SUB		51

Section 5.1	Organization, Standing and Power	51
Section 5.2	Authority; Execution and Delivery; Enforceability	51
Section 5.3	No Conflicts; Consents	52
Section 5.4	Proceedings	52
Section 5.5	Ownership and Operations	52
Section 5.6	Brokers and Finders	53
Section 5.7	Sufficiency of Funds	53
Section 5.8	Solvency	53
Section 5.9	Regulatory Matters	53
Section 5.10	Disclaimer of Warranties	54

ARTICLE VI COVENANTS		55

Section 6.1	Conduct of the Company’s Business	55
Section 6.2	Employment Matters	59
Section 6.3	Publicity	61
Section 6.4	Confidentiality	61
Section 6.5	Access to Information	62
Section 6.6	Reasonable Best Efforts	62
Section 6.7	Director and Officer Liability; Indemnification	66
Section 6.8	Termination of Affiliate Contracts	67
Section 6.9	Preservation of Records	67
Section 6.10	Exclusive Dealing	68
Section 6.11	Certain Consents	68
Section 6.12	Tax Matters	69
Section 6.13	280G Vote	69
Section 6.14	Advisory Client Consents	70
Section 6.15	USIC Investment Group	70
Section 6.16	Financing Assistance	71
Section 6.17	Payoff Matters	73
Section 6.18	Notices of Certain Events	74
Section 6.19	R&W Insurance Policy	75
Section 6.20	Professional/E&O, Fiduciary and Cyber Tail Policies	75


ARTICLE VII CONDITIONS OF CLOSING		75

Section 7.1	Conditions to Obligations of Each Party	75
Section 7.2	Additional Conditions to Obligations of Parent	76
Section 7.3	Additional Conditions to Obligations of the Company	77

ARTICLE VIII TERMINATION		77

Section 8.1	Termination of Agreement	77
Section 8.2	Procedure Upon Termination	78
Section 8.3	Effect of Termination	78

ARTICLE IX ADDITIONAL AGREEMENTS		79

Section 9.1	No Reliance	79
Section 9.2	Survival	81
Section 9.3	Release	81

ARTICLE X MISCELLANEOUS		82

Section 10.1	Assignment; Binding Effect	82
Section 10.2	Governing Law; Jurisdiction	83
Section 10.3	WAIVER OF JURY TRIAL	83
Section 10.4	Notices	83
Section 10.5	Headings	85
Section 10.6	Fees and Expenses	85
Section 10.7	Entire Agreement	85
Section 10.8	Interpretation	85
Section 10.9	Company Disclosure Schedule	86
Section 10.10	Waiver and Amendment	87
Section 10.11	Counterparts	87
Section 10.12	Third-Party Beneficiaries	87
Section 10.13	Remedies	88
Section 10.14	Severability	88
Section 10.15	Securityholder Representative	88
Section 10.16	No Recourse	89
Section 10.17	Representation	90
Section 10.18	Concerning Debt Financing Sources	90
Section 10.19	Guarantee	91

iii


Exhibits

Exhibit A		Form of Written Consent
Exhibit B		Form of Letter of Transmittal
Exhibit C		Form of Merger Consideration Schedule
Exhibit D		Form of Securityholder Noncompetition Agreement

Schedules

Schedule I		Specified Securityholders
Schedule II		Rollover Executives

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (as the same be modified or amended in accordance with the terms hereof, this “Agreement”) is dated as of August 30, 2026 and is between USI Advantage Corp., a Delaware corporation (the “Company”), Aon North America, Inc., a Delaware corporation (“Parent”), Cortlandt Acquisition Corp., a Delaware corporation (“Merger Sub”), solely for purposes of Article V and Section 10.19 of this Agreement, Aon plc, an Irish public limited company (“Aon”), and solely in its capacity as the Securityholder Representative, Uno Aggregator II L.P., a Delaware limited partnership (the “Securityholder Representative”).

RECITALS

WHEREAS, upon the terms and subject to the conditions hereof, on the Closing Date Merger Sub will merge with and into the Company (the “Merger”), with the Company being the surviving corporation;

WHEREAS, the board of directors of the Company has approved and declared advisable this Agreement and approved the consummation of the transactions contemplated by this Agreement (including the Merger) in accordance with the General Corporation Law of the State of Delaware (the “DGCL”) and the organizational documents of the Company;

WHEREAS, the board of directors or equivalent governing body of each of Parent and Merger Sub has approved and declared advisable this Agreement and approved the consummation of the transactions contemplated by this Agreement (including the Merger) in accordance with the DGCL and the organizational documents of each of Parent and Merger Sub, as applicable; and

WHEREAS, immediately following the execution and delivery of this Agreement, the written consent in the form attached hereto as Exhibit A approving and adopting this Agreement (the “Written Consent”) shall be executed and delivered, which Written Consent, when executed and delivered, shall be sufficient to obtain the Stockholder Approval;

WHEREAS, contemporaneously with the execution and delivery of this Agreement, certain individuals identified on Schedule I (each, a “Specified Securityholder”) are entering into securityholder noncompetition agreements with Parent to be effective on the Closing Date;

WHEREAS, contemporaneously with the execution and delivery of this Agreement, certain individuals identified on Schedule II (each, a “Rollover Executive”) are entering into equity rollover letter agreements with the Company and Parent to be effective as of the date hereof (each, a “Rollover Agreement”); and

WHEREAS, contemporaneously with the execution and delivery of this Agreement, the Rollover Executives are entering into offer letters (each, an “Executive Offer Letter”) with Parent to be effective on the Closing Date.

NOW, THEREFORE, in consideration of the foregoing, the representations, warranties, covenants and agreements set forth in this Agreement, and other good and valuable consideration, the adequacy and receipt of which are hereby acknowledged, the parties hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions. Capitalized terms used in this Agreement shall have the meanings set forth in this Agreement. In addition, for purposes of this Agreement, the following terms, when used in this Agreement, shall have the meanings assigned to them in this Section 1.1.

“Action” means any action, claim, litigation, audit, hearing, mediation, complaint, suit, arbitration or other proceeding or, to the Knowledge of the Company, investigation, in each case, whether civil or criminal, at Law or in equity, by or before any Governmental Entity.

“Adviser Subsidiaries” means USI Advisors, Inc., a Delaware corporation, and USI Securities, Inc., a Delaware corporation, and each an indirect wholly owned subsidiary of the Company.

“Advisory Client” means any Person to which an Adviser Subsidiary provides investment advisory services pursuant to an Advisory Contract.

“Advisory Contract” means any agreement between an Adviser Subsidiary and an Advisory Client pursuant to which such Adviser Subsidiary is acting as an “investment adviser” within the meaning of the Investment Advisers Act.

“Affiliate” means a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, a specified Person. The term “control” means, the possession, directly or indirectly, of the power to direct, or cause the direction of, the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise and the terms “controlled” and “controlling” have meanings correlative thereto.

“Aggregate Outstanding Amount” means the aggregate Applicable Loan Amounts and Applicable Shortfall Amounts outstanding as of immediately prior to the Effective Time.

“AI Tools” means any artificial intelligence technologies or similar tools that use deep learning, machine learning, natural language processing or language models to generate content or data based on user-supplied prompts.

“Anti-Corruption Laws” means (i) the U.S. Foreign Corrupt Practices Act of 1977 (as amended), (ii) the United Kingdom Bribery Act, (iii) anti-bribery legislation promulgated by the European Union and implemented by its member states, (iv) legislation adopted in furtherance of the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, and (v) other anti-bribery and anti-corruption Laws and, in each case, any rules or regulations promulgated thereunder.

“Anti-Money Laundering Laws” means financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970 (otherwise known as the Bank Secrecy Act), as amended by the USA PATRIOT Act of 2001, and all other applicable anti-money laundering or anti-terrorist financing Laws, regulations and orders administered or enforced by any Governmental Entity.

“Applicable Loan Amount” means, with respect to each current or former Company Employee, the aggregate amount of Employee Loans made to such current or former Company Employee outstanding as of immediately prior to the Effective Time.

“Applicable Shortfall Amount” means, with respect to each former Company Employee, the aggregate amount owed to the Company or its Subsidiaries due to any previous period’s shortfall resulting from a commission draw of such Company Employee exceeding the earned commissions of such Company Employee.

“Average Stock Price” means the volume weighted average trading price of Aon Class A ordinary shares on the New York Stock Exchange (as reported by Bloomberg L.P. or, if not reported therein, in another authoritative source mutually selected by the parties hereto) for the ten consecutive trading days ending on (and including) the last trading day immediately prior to the Effective Time (rounded to four decimal places).

“BD Filings” means all material filings required to be filed by the Broker-Dealer Subsidiary with, or submitted to, the SEC, FINRA, or any other Governmental Entity with jurisdiction over it, and all material amendments or supplements to any of the foregoing.

“Broker-Dealer Subsidiary” means USI Securities, Inc., a Delaware corporation, and an indirect wholly owned subsidiary of the Company.

“Burdensome Condition” means any Remedy Action (i) with respect to the operations, businesses or assets of the Company or any of its Subsidiaries, which would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect on the business, assets or financial condition of the Company and its Subsidiaries, taken as a whole, or (ii) with respect to the operations, businesses or assets of Parent or any of its Affiliates.

“Business Day” means any day other than a Saturday, a Sunday or a day on which banks are required to be closed in New York, New York.

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

“Company 401(k) Plan” means any Company Benefit Plan that is intended to qualify as a qualified cash or deferred arrangement under Code section 401(k).

“Company AI Tools” means, collectively, those AI Tools owned or purported to be owned by the Company or any of its Subsidiaries, including AI Loss Run Analysis, AI Presentation Builder, Automated Certificate Processing, Omni AI, ONElink, U Compare, U Engage Refresh, U Market, U Place and U Submit, and the models, algorithms, Software and datasets embodied in or necessary to operate or commercialize such AI Tools.

“Company Benefit Plan” means each “employee benefit plan” (as defined in Section 3(3) of ERISA), and each other compensation or benefit plan, program, agreement or arrangement, including any bonus, incentive, deferred compensation, stock purchase, stock option or other equity-based compensation plan, program, policy, agreement or arrangement, employment, individual consulting, severance, separation, change in control or retention plan, program, policy, agreement or arrangement or other welfare, perquisite, fringe benefit compensation, benefit or employee loan plan, program, policy, agreement or arrangement, in each case, that is sponsored, maintained, contributed to or required to be

maintained or contributed to by the Company or any of its Subsidiaries for the benefit of any current or former Company Employee, director, officer or other individual service provider or advisor (other than any “multiemployer plan” (as defined under Section 3(37) of ERISA) or any plan or arrangement that is required under applicable Law, other than the Laws of the United States, and maintained by a Governmental Entity).

“Company Common Stock” means the common stock, par value $0.01 per share, of the Company, other than Company Restricted Stock.

“Company Common Stockholders” means those Persons holding outstanding shares of Company Common Stock immediately prior to the Effective Time.

“Company Disclosure Schedule” means the disclosure schedule of the Company referred to in, and delivered pursuant to, this Agreement.

“Company Employees” means, collectively, those individuals employed by the Company or any of its Subsidiaries.

“Company IP” means all Intellectual Property owned or purported to be owned by the Company or any of its Subsidiaries.

“Company IT Systems” means, collectively, those IT Systems owned (or purported to be owned), controlled or operated by the Company or any of its Subsidiaries.

“Company Option” means an option to purchase shares of Company Common Stock granted under the Company Stock Plan which remains outstanding and unexercised as of immediately prior to the Effective Time.

“Company Optionholder” means a holder of a Company Option immediately prior to the Effective Time.

“Company Party” means each of the Company, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers or general or limited partners of any of the Company or any former, current or future stockholder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate or agent of any of the foregoing.

“Company Restricted Stock” means a share of common stock, par value $0.01 per share, of the Company granted under the Company Stock Plan that is subject to vesting, forfeiture or other restrictions and is outstanding immediately prior to the Effective Time.

“Company Restricted Stock Exchange Ratio” means the number (rounded to four decimal places) obtained by dividing (i) the Per Share Merger Consideration by (ii) the Average Stock Price.

“Company Restricted Stockholders” means those Persons holding outstanding shares of Company Restricted Stock immediately prior to the Effective Time.

“Company Stockholders” means Company Common Stockholders and Company Restricted Stockholders.

“Company Stock Plan” means the USI Advantage Corp. Equity Incentive Plan, as amended, restated or supplemented from time to time.

“Company Transaction Expenses” means the costs, fees and expenses payable by the Company or any of its Subsidiaries in connection with this Agreement and the consummation (or the preparation for the consummation) of the transactions contemplated hereby, including fees to financial and legal advisors, accountants, consultants or other advisors engaged by the Company or any of its Affiliates in connection therewith, and any costs, fees and expenses in connection with obtaining regulatory approvals in connection therewith.

“Competition Laws” means the HSR Act (and any similar Law enforced by any Governmental Antitrust Entity regarding preacquisition notifications for the purpose of competition reviews), the Sherman Act, as amended, the Clayton Act, as amended, the Federal Trade Commission Act, as amended, and all other federal, state, foreign, multinational or supranational antitrust, competition or trade regulation statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other Laws that are designed or intended to prohibit, restrict or regulate actions or transactions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition or effectuating foreign investment.

“Contagion Event” means the outbreak or ongoing effects of any contagious disease, epidemic, pandemic, disease outbreak or public health emergency, including any intensification, resurgence or any evolutions or mutations thereof.

“Continuing Membership Application” means an application filed with FINRA pursuant to FINRA Rule 1017.

“Contract” means any legally binding written or oral contract, agreement, indenture, note, debenture, bond, deed of trust, loan, instrument, lease, sublease, conditional sales contract, mortgage, license, binding commitment or other agreement.

“Credit Facility” means the Credit Agreement, dated as of May 16, 2017, by and among USI Guarantor, Inc., USI, Inc., as borrower, the lenders from time to time party thereto and Bank of America, N.A., as administrative agent and collateral agent, as amended, restated, amended and restated, supplemented, refinanced or otherwise modified prior to the date hereof (including pursuant to the various joinder and incremental and refinancing amendments thereto).

“Debt Financing Sources” means each Person that has committed to provide, or that is otherwise acting as an arranger, bookrunner, underwriter, initial purchaser, placement agent, administrative or collateral agent, trustee or a similar representative in respect of, all or any part of the Debt Financing, and their respective successors and assigns.

“Debt Financing Sources Related Parties” means the Debt Financing Sources, their respective Affiliates and their and their Affiliates’ respective former, current and future Representatives, funds, accounts and equity holders.

“Definitive Debt Financing Agreements” means the definitive agreements with respect to the Debt Financing.

“Electronic Data Room” means the electronic data room established by or on behalf of the Company in connection with the transactions contemplated hereby.

“Employee Loan” means any loan, including any principal and any accrued but unpaid interest thereon, made by the Company or its Subsidiaries to any current or former Company Employee pursuant to the Employee Loan Program or otherwise.

“Employee Loan Program” means the “U Direct” program of the Company and its Subsidiaries, whereby loans are made by the Company or its Subsidiaries to Company Employees pursuant to loan agreements entered into by and between the Company or the applicable Subsidiary thereof and such Company Employees.

“Employee Repurchase Program” means the “U Exchange” program of the Company and its Subsidiaries whereby (i) eligible current or former Company Employees are provided with an opportunity to have the Company repurchase shares of Company Common Stock and (ii) eligible current Company Employees are provided with an opportunity to purchase shares of Company Common Stock.

“Encumbrance” means any lien, encumbrance, security interest, pledge, mortgage, deed of trust, hypothecation, charge, claim, option, right of first refusal or offer, restriction on transfer of title or other similar encumbrance, except for any restrictions arising under any applicable securities Laws; provided, that the term “Encumbrance” shall not include non-exclusive licenses of Intellectual Property granted in the ordinary course of business.

“Environmental Laws” means all applicable Laws concerning pollution or protection of the environment or, to the extent related to toxic or hazardous materials or wastes, public and worker health and safety.

“Equity Holders” means the Company Common Stockholders, the Company Restricted Stockholders and the Company Optionholders.

“Equity Interests” means any share, capital stock, partnership, limited liability company, member or similar interest in any Person, and any option, warrant, call, profits interest, stock appreciation right, phantom stock, or other right or security convertible, exchangeable or exercisable therefor or other instrument, obligation or right the value of which is based on any of the foregoing, in each case issued, granted, entered into, agreed to or authorized by such Person.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Executive Officers” means each of (i) the Chief Executive Officer, President and Chief Operating Officer, Chief Financial Officer, Chief People Officer, Senior Vice President – National Employee Benefits Practice Leader, Senior Vice President – Head of Corporate Development and General Counsel and Chief Legal Officer of the Company; and (ii) each regional Chief Executive Officer of the Company and its Subsidiaries.

“Federal Health Care Programs” means any federal health care program as defined in 42 U.S.C. § 1320a-7b(f), including Medicare and state Medicaid programs.

“FINRA” means the Financial Industry Regulatory Authority.

“Form ADV” means an Adviser Subsidiary’s Form ADV as filed with the Investment Adviser Registration Depository (IARD) system.

“Form BD” means the Broker-Dealer Subsidiary’s Uniform Application for Broker-Dealer Registration for the past three years, reflecting all amendments thereto filed with the Central Registration Depository of FINRA prior to the date of this Agreement.

“Fraud” means, with respect to a party hereto, the intentional and knowing misrepresentation by such party in the making of a representation or warranty expressly set forth in Article IV or Article V, as applicable, or in any certificate delivered pursuant to Section 7.2(c) or Section 7.3(c) that constitutes actual common law fraud under Delaware Law by such party. For purposes of this Agreement, (i) “Fraud” excludes equitable and constructive fraud or other claims based on constructive knowledge, promissory fraud, unfair dealings fraud, negligent misrepresentation or similar theories and (ii) a claim for Fraud may only be made against the Person committing such Fraud.

“GAAP” means United States generally accepted accounting principles, as in effect from time to time consistently applied.

“Governmental Antitrust Entity” means any Governmental Entity with regulatory jurisdiction over enforcement of any applicable Competition Law.

“Governmental Entity” means any government, any agency, bureau, board, commission, court, department, official, political subdivision, tribunal or other instrumentality of any government, whether foreign, federal, state or local, any self-regulatory organization (including FINRA, the SEC and any securities exchange) or any arbitrational tribunal.

“Governmental Order” means any order, writ, judgment, injunction, decree, stipulation, ruling, award, decree (including any consent decree or similar agreed order or judgment), directive, settlement, determination, decision or verdict, whether civil, criminal or administrative, in each case, that is entered, issued, made or rendered by any Governmental Entity.

“Healthcare Laws” means, to the extent applicable to the Company or its Subsidiaries (whether directly or through contractual requirements), Laws relating to (i) the payment or receipt of commissions or fees in connection with the marketing and sale of health insurance products, (ii) HIPAA, (iii) the Federal Anti-Kickback Statute (42 U.S.C. § 1320a-7b) inclusive of applicable statutory exceptions and safe harbor regulations (42 C.F.R. § 1001.952), the administrative False Claims Act (42 U.S.C. § 1320a-7b(a)), the Civil False Claims Act (31 U.S.C. § 3729 et seq.), 18 U.S.C. §§ 287 and 1001, the Program Fraud Civil Remedies Act of 1986 (31 U.S.C. §§ 3801, et seq.), the Civil Monetary Penalties law (42 U.S.C. § 1320a-7a) and similar state Laws relating to beneficiary inducement, the Exclusion Law (42 U.S.C. § 1320a-7) and similar state Laws, the Medicare statute (Title XVIII of the Social Security Act, 42 U.S.C. § 1395 et seq.), including the Medicare Part D program and the Medicare Advantage program, the Medicaid statute (Title XIX of the Social Security Act, 42 U.S.C. § 1396 et seq.), Laws applicable to Federal Health Care Programs, (iv) Laws related to health insurance producers, third party administrators, or similar licenses or requirements necessary to provide comprehensive health insurance or other employee benefits to beneficiaries, (v) the Consolidated Appropriations Act of 2026, and the Patient Protection and Affordable Care Act, and all regulations promulgated under such Laws or relating thereto and (vi) and all applicable regulations, rules, ordinances, judgments and orders, and any similar state and local healthcare laws that implement such Laws.

“HIPAA” means the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act of the American Recovery and Reinvestment Act of 2009, Pub. Law No. 111-5, and implementing regulations at 45 C.F.R. Parts 160 to 164, including Privacy Standards (45 C.F.R. Parts 160 and 164, Subparts A and E), the Electronic Transactions Standards (45 C.F.R. Parts 160 and 162), the Security Standards (45 C.F.R. Parts 160 and 164, Subparts A and C) and the Notification in the Case of Breach of Unsecured Protected Health Information Standards (45 CFR Part 164, Subpart D).

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.

“Indebtedness” means any liability of a Person for any amount owed, without duplication, in respect of (i) the outstanding principal amount of any borrowed money, represented by bonds, debentures, notes or other securities, (ii) obligations for the reimbursement of any obligor for amounts drawn but not reimbursed on any letter of credit, banker’s acceptance or similar facilities issued for the account of such Person or (iii) guarantees with respect to any liability of the type described in the foregoing clauses (i) and (ii) guaranteed by such Person; provided, however, that notwithstanding the foregoing, Indebtedness shall not be deemed to include (A) any obligations under undrawn letters of credit, (B) any Taxes, (C) any amount included in Company Transaction Expenses, (D) any intercompany indebtedness of the Company and its Subsidiaries, (E) any endorsement of negotiable instruments for collection in the ordinary course of business, (F) accounts receivable and trade payables incurred in the ordinary course of business, (G) any liabilities pursuant to any capital lease, and (H) any deferred revenue.

“Indemnification Agreement” means that certain Indemnification Agreement, dated as of May 16, 2017, by and among the Company, USI, Inc., USI Interim Holdings Corp., USI Guarantor, Inc., USIS Merger Sub, Inc., Kohlberg Kravis Roberts & Co. L.P. and CDP Investissements Inc. and that certain Assignment and Assumption Agreement, dated as of November 21, 2023, by and among the Company, USI, Inc., USI Guarantor, Inc., Kohlberg Kravis Roberts & Co. L.P., CDP Investissements Inc. and CDPQ Placements Privés Inc., as in effect on the Locked Box Balance Sheet Date.

“Inside Date” means October 19, 2026; provided that, if at any time on or prior to October 19, 2026, (i) the Company’s auditor shall have withdrawn its audit or (ii) the Company’s auditor is not able to provide customary “comfort letters” (including customary “negative assurance” comfort with respect to periods following the end of the latest fiscal quarter in the Financial Statements) for a registered offering of debt securities on or prior to October 19, 2026, the Inside Date shall be December 18, 2026.

“Insurance Laws” means all applicable Laws regulating the business and products of insurance and all applicable Governmental Orders of insurance regulatory authorities.

“Insurance Transactor” means any Person employed, supervised, controlled or retained, as the case may be, by the Company or any of its Subsidiaries, or whom the Company or such Subsidiary has a responsibility to supervise or control or has engaged under applicable Law or Contract, and who has transacted insurance for the Company or any of its Subsidiaries.

“Intellectual Property” means all intellectual property and similar proprietary rights in any applicable jurisdiction, including: (i) patents, patent applications, and all related continuations, continuations-in-part, divisionals, reissues, re-examinations, substitutions and extensions thereof; (ii) trademarks, service marks, trade names, logos, slogans, trade dress and other similar designations of source or origin, together with the goodwill associated with any of the foregoing; (iii) copyrights, copyrightable subject matter and works of authorship, and any moral rights therein; (iv) rights in Software, algorithms, databases, compilations and data; (v) trade secrets and all other confidential information, ideas, know-how, inventions, proprietary processes, formulae, models and methodologies; (vi) social media handles and domain names; and (vii) all applications and registrations, and any renewals, extensions and reversions, for the foregoing.

“Interest Rate Swaps” means (i) the interest rate swap with a notional amount of $525,000,000 evidenced by the Confirmation of Swap Transaction, dated March 6, 2025, by and between USI, Inc. and J. Aron & Company LLC and (ii) the interest rate swap with a notional amount of $475,000,000 evidenced by the Confirmation of Swap Transaction, dated March 25, 2026, by and between USI, Inc. and J. Aron & Company LLC.

“Investment Advisers Act” means the Investment Advisers Act of 1940, as amended.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“IT Systems” means communication networks, servers, computers, Software, hardware, middleware, databases, computer equipment, workstations and all other information technology systems, including all data Processed therein.

“Knowledge of Parent” (or similar phrase) means the actual knowledge, after reasonable inquiry, of the individuals listed on Section 1.1(a) of the Parent Disclosure Schedule.

“Knowledge of the Company” (or similar phrases) means the actual knowledge, after reasonable inquiry, of the individuals listed on Section 1.1(a) of the Company Disclosure Schedule.

“Law” means any federal, state or local statute, law, ordinance, rule, regulation, order, writ, injunction, directive, judgment, decree, ruling, Governmental Order or other legally-binding requirement of a Governmental Entity.

“Leakage” means, without duplication, the aggregate amount of any of the following, other than, in each case, Permitted Leakage, to the extent occurring during the period from (but excluding) the Locked Box Balance Sheet Date and ending at (and including) the time immediately prior to the Effective Time (other than in the case of clause (xii), which shall include such Transfer Taxes to the extent incurred or imposed as a result of the Merger):

(i) any dividend, distribution of profits or assets or any other similar payment (whether in cash or in kind, including by way of setoff or offset) or return of capital authorized, declared, set aside or paid by the Company or any of its Subsidiaries to any Leakage Party, other than by a wholly-owned Subsidiary of the Company to the Company or another wholly-owned Subsidiary of the Company;

(ii) any redemption or purchase by the Company or any of its Subsidiaries of any of their respective Equity Interests from the holders thereof, other than by a wholly-owned Subsidiary of the Company from the Company or another wholly-owned Subsidiary of the Company;

(iii) any sale, lease, license, transfer, assignment or other disposition of assets or payments made by the Company or any of its Subsidiaries, in each case, to or otherwise for the financial benefit of any Leakage Party;

(iv) any loan, advance, capital contribution or other investment made by the Company or any of its Subsidiaries to, or any payment or repurchase of any loan made by or any debt security issued by the Company or any of its Subsidiaries to, any Leakage Party;

(v) any waiver, cancellation, deferral, discount, discharge, release or forgiveness by the Company or any of its Subsidiaries of any Indebtedness or other financial liability or amount owed or due from any Leakage Party to the Company or any of its Subsidiaries;

(vi) any assumption, incurrence, indemnification or guarantee or discharge of any Indebtedness or other liability or obligation of any Leakage Party by the Company or any of its Subsidiaries;

(vii) any payment (whether in cash or in kind) or financial benefits conferred by or on behalf of the Company or its Subsidiaries to or otherwise for the financial benefit of any Leakage Party, including any payment of any transaction fee or similar payment made pursuant to the Monitoring Agreement payable as a result of the consummation of the transactions contemplated by this Agreement (including any Transaction Fees (as defined in the Monitoring Agreement) but excluding the Fees and expenses described in clause (xiii) of Permitted Leakage);

(viii) any incurrence or payment of Company Transaction Expenses;

(ix) any golden parachute, success, contribution, change of control or retention bonus, severance payment or other similar payments to current or former employees, officers, directors or other service providers or advisors that become due or payable by the Company or any of its Subsidiaries solely as a result of the consummation of the transactions contemplated by this Agreement, and the employer portion of any employment, payroll, social security, unemployment, disability or similar Taxes with respect thereto;

(x) any agreement or arrangement made or entered into by the Company or any of its Subsidiaries to do or give effect to any matter referred to in clauses (i) through (ix) above;

(xi) any costs, expenses or Tax paid or incurred by the Company or its Subsidiaries including, for the avoidance of doubt, the employer portion of any payroll Taxes, in respect of any matter referred to in (i) through (x) above; and

(xii) the Transfer Taxes to be borne by the Equity Holders pursuant to Section 6.12(a).

“Leakage Party” shall mean the Equity Holders and their respective Affiliates (other than the Company and its Subsidiaries) and (a) in the case of each of the foregoing who is an individual, each of such foregoing’s trusts, foundations, estate planning and other similar vehicles established by or for the primary benefit of such foregoing, and (b) each of the foregoing’s members, partners, equity holders, directors, officers, managers, employees or assignees. For the avoidance of doubt, Leakage Party shall not include (x) the Company or its Subsidiaries or (y) Parent or its Affiliates.

“Malicious Code” means any “back door,” “drop dead device,” “time bomb,” “Trojan Horse,” “virus,” “worm,”, “spyware,” “ransomware” or “malware” (as such terms are commonly understood in the software industry) or any other code that is designed or intended to have the capability to disrupt, disable, harm or otherwise impede the operation of, or provide unauthorized access to, the IT Systems on which such code is Processed.

“Material Adverse Effect” means any effect, development, circumstance, fact, change or event that has had or would reasonably be expected to have, individually or in the aggregate with other such effects, developments, circumstances, facts, changes or events, a material adverse effect on the business, results of operations, assets, properties or financial condition of the Company and its Subsidiaries, taken as a whole; provided, however, that in no event shall any of the following, alone or in combination, be deemed to constitute, or be taken into account in determining whether there has been or will be, a Material Adverse Effect:

(i) general business, economic or financial market conditions in any of the geographical areas in which any of the Company and its Subsidiaries operate;

(ii) conditions generally affecting the industries or segments therein in which the Company and its Subsidiaries operate;

(iii) changes in, or effects arising from or related to, the financial, debt, capital, credit or securities markets, including (A) any disruption of any of the foregoing markets and (B) changes in interest rates or currency exchange rates;

(iv) changes in Law or in GAAP or other accounting requirements or principles, in each case after the date hereof;

(v) global, international, national or regional political, geopolitical or social conditions, including any commencement or material worsening of a war or armed hostilities or other national or international calamity whether or not pursuant to the declaration of a national emergency or war, the occurrence of any military or terrorist attack (including any internet or “cyber” attack or hacking), civil commotion, civil disorder or any other type of civil unrest (including riots, public demonstrations, protests, looting and revolutions) and any government responses thereto (e.g., curfews), any government shutdown, any declaration of martial law, quarantine or similar directive, guidance, policy or other action by any Governmental Entity in response thereto, labor strikes, requests for representation, organizing campaigns, work stoppages, slowdowns or other labor disputes, or any international tariffs, sanctions, trade policies or disputes or any “trade war” or similar actions;

(vi) any earthquake, hurricane, tsunami, tornado, flood, mudslide or other natural disaster, Contagion Event (including impacts on economies generally and the results of any actions taken by Governmental Entities in response thereto), weather condition, explosion or fire or other force majeure event or act of God, or the worsening of any of the foregoing (and including any actions taken by Governmental Entities in response thereto);

(vii) any actions taken, or failures to take action, which Parent has requested or to which it has consented in writing or which actions are expressly required by this Agreement (other than the obligation in Section 6.1(a) to operate in the ordinary course of business);

(viii) any failure, in and of itself, by the Company or its Subsidiaries to meet projections, budgets, forecasts, revenue or earnings predictions (or other similar forward looking statements) for any period ending on or after the date of this Agreement (it being understood that the facts or occurrences giving rise to or contributing to such failure may be deemed to constitute, or be taken into account in determining whether there has been or will be, a Material Adverse Effect);

(ix) the negotiation, execution, delivery, announcement, pendency or performance of this Agreement or the transactions contemplated hereby, or any public disclosure relating to any of the foregoing, or the impact of any of the foregoing on relationships, contractual or otherwise, with clients, lenders, vendors, insurance carriers, suppliers, employees or other Persons with business relationships with the Company or its Subsidiaries (it being understood that this clause (ix) shall not apply with respect to any representation or warranty that expressly addresses the consequences of the entry into this Agreement or the announcement of the transactions contemplated hereby);

(x) any action taken by Parent, Merger Sub or any of their Affiliates; or

(xi) any action required to be taken under applicable Laws;

except in the cases of the foregoing clauses (i), (ii), (iii), (iv), (v) and (vi) to the extent such changes or effects, individually or in the aggregate, have a materially disproportionate adverse impact on the Company and its Subsidiaries, taken as a whole, as compared to other participants engaged in the industries and geographies in which they operate.

“Monitoring Agreement” means the Amended and Restated Monitoring Agreement, dated as of November 21, 2023, among USI, Inc., Kohlberg Kravis Roberts & Co. L.P., CDP Investissements Inc. and CDPQ Placéments Privés Inc., as in effect on the Locked Box Balance Sheet Date.

“MSRB” means the Municipal Securities Rulemaking Board.

“Open Source Software” means any Software or data library that is licensed or distributed (whether hosted “on prem” or in the cloud, or provided as a service) as “freeware” or open source software or under a licensing model that (a) requires the licensing or distribution of source code to licensees, at no additional charge, (b) prohibits or limits the receipt of consideration in connection with sublicensing or distributing any Software or (c) requires (or conditions the use or distribution of such Software on) the granting of a license under the Intellectual Property rights of the Company and its Subsidiaries.

“Parent Disclosure Schedule” means the disclosure schedule of Parent referred to in, and delivered pursuant to, this Agreement.

“Per Share Merger Consideration” means, as may be adjusted from time to time pursuant to Section 3.7, (a) $57.50 in cash, minus (b) the Per Share Portion of the Closing Leakage Amount (if any).

“Per Share Portion” means, as of the time of determination, a fraction (i) the numerator of which is one, and (ii) the denominator of which is equal to (A) the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Company Common Stock held by the Company as treasury stock or held by Parent, Merger Sub or any of their respective Affiliates immediately prior to the Effective Time), plus (B) the number of shares of Company

Restricted Stock outstanding immediately prior to the Effective Time, plus (C) the number of shares of Company Common Stock issuable upon the exercise of all Company Options outstanding and unexercised immediately prior to the Effective Time (after giving effect to the vesting provided for in Section 3.1(c) and the cancellation provided for in Section 3.1(c)(ii)).

“Permitted Encumbrance” means (i) mechanics’, carriers’, workers’, repairers’, materialmen’s, warehousemen’s, construction and similar Encumbrances arising or incurred in the ordinary course of business for amounts that are not delinquent or are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP; (ii) Encumbrances for Taxes, utilities and other governmental charges that are not due and payable, are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP, or may thereafter be paid without penalty; (iii) Encumbrances that secure obligations that are reflected as liabilities on the Locked Box Balance Sheet or Encumbrances the existence of which is referred to in the notes to the Locked Box Balance Sheet; (iv) easements, covenants, restrictions, rights of way and other similar non-monetary matters of record that do not, individually or in the aggregate, materially interfere with the current use or occupancy of the subject Leased Real Property; (v) requirements and restrictions of zoning, building, municipal bylaws, subdivision or other agreements with municipalities and other applicable land use Laws which are not violated in any material respect by the current use or occupancy of such Leased Real Property; (vi) matters that are disclosed by a current title search or survey of any Leased Real Property (other than monetary Encumbrances) that do not, individually or in the aggregate, materially interfere with the current use or occupancy of the subject Leased Real Property; (vii) statutory Encumbrances of landlords under Leases for amounts not due and payable or are being contested in good faith by appropriate proceedings, or may thereafter be paid without penalty; (viii) Encumbrances that have been placed by any developer, landlord or other third party on the underlying fee or any superior leasehold interests of any Leased Real Property; (ix) Encumbrances that will be released prior to or in connection with the Closing (including those arising under the Credit Facility or the Senior Notes); (x) Encumbrances arising under conditional sales contracts or equipment leases with third parties entered into in the ordinary course of business and (xi) non-monetary defects, irregularities or imperfections of title which, individually or in the aggregate, do not materially interfere with the continued use of the asset or property to which they relate.

“Permitted Interim Leakage” means (a) the Permitted Leakage described in clauses (i), (ii), (iii), (iv), (v), (ix), (xi), (xii), (xiii), (xiv), (xv), (xvi), and, solely to the extent it relates to any of the foregoing, clause (xviii), in each case, in the definition of Permitted Leakage; and (b) any fees, costs, expenses or Tax paid or incurred by the Company and/or its Subsidiaries in respect of any matter referred to in clause (a) above; provided, that Permitted Leakage described in clause (iv)(A) (excluding sub-clauses (iv)(A)(1) and (2)) of the definition thereof shall only constitute Permitted Interim Leakage to the extent such incurrence, payment or action is not expressly prohibited under any sub-clause of Section 6.1(b) (excluding sub-clause (xxi)) without the prior written consent of Parent.

“Permitted Leakage” means, without duplication: (i) (A) quarterly cash dividends declared or paid to holders of Company Common Stock (other than any such cash dividends in respect of the first quarter of the fiscal year ending December 31, 2027) in an amount not to exceed $0.50 per share of Company Common Stock per quarter declared and paid in the ordinary course of business consistent with past practice (provided that, if the Closing were to occur prior to the declaration of the dividend for the fourth quarter of 2026, such dividend shall be declared and paid such that the amount to be received by holders of Company Common Stock in respect of cash dividends between the date of this Agreement and the Closing shall be no less than $0.50 per share of Company Common Stock (it being understood that the

declaration and payment of such dividend shall constitute Permitted Leakage without any requirement that the same be in the ordinary course consistent with past practice)), (B) quarterly cash dividend equivalent payments declared or paid to holders of other Equity Interests in connection with clause (A), in each case with a value not to exceed the amount set forth in clause (A), and (C) payment of any previously declared dividends or dividend equivalent payments upon vesting of the applicable Equity Interests of the Company; (ii) any assumption, incurrence or discharge of any indebtedness, liability or obligation by the Company and/or its Subsidiaries solely for the purposes of paying the amounts required to be paid in connection with dividends payable in respect of any quarter following the first quarter of the fiscal year ending December 31, 2027 pursuant to clause (i) above and/or the amounts required to be paid in connection with any Tax required to be withheld, paid or remitted to any Tax Authority in connection with the exercise and settlement of any Company Options in accordance with their terms during any quarter following the first quarter of the fiscal year ending December 31, 2027 (in each case including any incurrence of any bona fide financing or similar fees in connection therewith that are on arm’s length terms and in the ordinary course of business consistent with past practice (a “Financing Fee”)); (iii) payments or financial benefits conferred in respect of any arm’s length commercial transactions in the ordinary course of business consistent with past practice of the Company and/or its Subsidiaries, between the Company and/or any of its Subsidiaries, on the one hand, and any Portfolio Company or any Person that is a bona fide client with respect to any business lines of the Company and/or any of its Subsidiaries, on the other hand (each such Portfolio Company, each such client, and each Affiliate of a Sponsor that is an arranger, bookrunner or agent in any lending or debt financing transaction and receives (or is entitled to receive) a Financing Fee, a “Permitted Counterparty”), on the other hand; (iv) (A) any compensation or benefits paid or provided (other than any compensation, benefits or payments of the type set forth in clause (ix) of the definition of Leakage), and reimbursement of expenses, to any Company Employee or any individual service provider, advisor, director and/or officer of the Company and/or its Subsidiaries (including (1) any matching contributions made under any Company 401(k) Plan, (2) any payments pursuant to any nonqualified deferred compensation arrangements and any other post-retirement compensation arrangements of the Company and its Subsidiaries, (3) any draws and other advances of compensation (including bonuses), and (4) payments made in connection with modifications to any current or former Company Employee’s commission model (including rate on the commission structure or minimum account thresholds)), under and in accordance with any Company Benefit Plan in effect as of the Locked Box Balance Sheet Date, as such Company Benefit Plan may be modified or amended in compliance with Section 6.1(b), or any Company Benefit Plan established, adopted or entered into in compliance with Section 6.1(b), and which are paid or payable in the ordinary course of business consistent with past practice as it relates to such individual’s service as an employee or other service provider or advisor of the Company or any of its Subsidiaries, and (B) the employer portion of any employment, payroll, social security, unemployment, disability or similar Taxes, and any Tax required to be withheld, paid or remitted to any Tax Authority (including any Tax required or permitted to be deducted or withheld from wages or other amounts payable to any employee or other service provider or advisor), by the Company or any of its Subsidiaries in connection with any payments described in this clause (iv) or in connection with the vesting, exercise, redemption or other receipt of proceeds of or in respect of any Company Options or Company Restricted Stock under the terms of any Company Benefit Plan in effect as of the Locked Box Balance Sheet Date, as such Company Benefit Plan may be modified or amended in compliance with Section 6.1(b), or any Company Benefit Plan established, adopted or entered into in compliance with Section 6.1(b); (v) any indemnification of, and related advances for expenses to, the Company’s and/or its Subsidiaries’ Equity Holders, directors and officers pursuant to obligations in effect as of the date hereof (including pursuant to the organizational documents of the Company and its Subsidiaries, indemnification agreements and the Indemnification Agreement); (vi) employee loans or advances extended in the ordinary course of business consistent with past practice pursuant to the Employee Loan Program; (vii) any repurchase or redemption (including any payment with

respect thereto) by the Company, any of its Subsidiaries from any Company Employee or other individual service provider or advisor of the Company or any of its Subsidiaries in accordance with the terms and conditions of the Employee Repurchase Program, the Employee Loan Program, the Management Stockholders’ Agreement, dated as of May 16, 2017 (as in effect on the Locked Box Balance Sheet Date, the “MSA”), the Company Stock Plan, or the award agreement evidencing the grant of Company Restricted Stock or Company Options under the Company Stock Plan, or the agreement evidencing the issuance of such Equity Interests, as applicable, and in any case in the ordinary course of business consistent with past practice (other than any compensation, benefits or payments of the type set forth in clause (ix) of the definition of Leakage); (viii) any matter that is specifically agreed to in writing by the Company and Parent; (ix) any payment of any amount solely to the extent it is specifically accrued or specifically provided for in the Locked Box Balance Sheet in a manner that is reasonably identifiable;(x) any amounts incurred, paid or agreed to be paid or payable or liability, cost or expense incurred in connection with any matter undertaken at the written request of Parent (including with respect to the establishment, amendment, or modification of any benefit or compensation plan, program, agreement or arrangement as so requested by Parent, any Substituted Awards and any payment or other compensation pursuant to any Rollover Agreements), or with the prior written consent of Parent so long as the request for such written consent of Parent sets forth such applicable amount, liability, cost or expense; (xi) any payments made or liabilities incurred among the Company and any of its Subsidiaries; (xii) any payments made to Equity Holders of the Company in respect of deferred purchase price of property, goods or services (including earnouts and other contingent payments) pursuant to Contracts existing as of the Locked Box Balance Sheet Date that are required to be paid pursuant to the terms thereof; (xiii) Fees (as defined in the Monitoring Agreement) and expenses payable by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice pursuant to the Monitoring Agreement; (xiv) any payments required to be made pursuant to the express terms of this Agreement, including the USIC Consideration, the Substituted Awards and any payment or other compensation pursuant to any Rollover Agreements; (xv) payments of principal, interests and other amounts under the Credit Facility or the Senior Notes in accordance with the terms thereof to lenders thereunder or holders thereof; (xvi) any matter as set forth on Section 1.1(b) of the Company Disclosure Schedule; (xvii) any agreement or arrangement made or entered into by the Company and/or its Subsidiaries to do or give effect to any matter referred to in (i) to (xvi) above; and (xviii) any fees, costs, expenses or Tax paid or incurred by the Company and/or its Subsidiaries in respect of any matter referred to in (i) to (xvii) above.

“Person” means an association, a corporation, an individual, a partnership, a limited liability company, an unlimited liability company, a trust or any other entity or organization, including a Governmental Entity.

“Personal Information” means all personally identifying information relating to one or more individuals (i.e., information or data that identifies an individual or, in combination with any other information or data available to the Company and its Subsidiaries, is reasonably capable of identifying an individual); and shall also mean “individually identifiable health information,” “medical information,” “personal information,” “personal data,” “nonpublic personal information,” “personally identifiable information,” “protected health information” or other similar terms, each as defined by Privacy and Data Security Requirements.

“Portfolio Company” means, with respect to any Sponsor, any of such Sponsor’s and its Affiliates’ portfolio companies (as such term is customarily known in the private equity industry) (not including the Company and its Subsidiaries) in which such Sponsor or any of its Affiliates or any of its Affiliates’ investment funds have made, directly or indirectly, an equity or debt investment.

“Privacy and Data Security Requirements” means all applicable (i) Privacy Laws, (ii) binding industry standards that relate to the collection, use, disclosure or protection of Personal Information or the security of AI Tools or IT Systems, (iii) obligations under all Contracts to which the Company or any of its Subsidiaries is a party or is otherwise bound that relate to the collection, use, disclosure or protection of Personal Information or the security of AI Tools or IT Systems and (iv) the Company’s and each of its Subsidiaries’ publicly posted privacy policies with respect to the collection, use, disclosure or protection of Personal Information or the security of AI Tools or IT Systems.

“Privacy Laws” means any applicable Laws concerning the privacy, security or Processing of Personal Information (including any applicable Laws concerning cookie banners, privacy notices, targeted advertising, cross-contextual behavioral advertising or tracking technologies), including, in each case to the extent applicable, HIPAA, the Gramm-Leach-Bliley Act, the Payment Card Industry Data Security Standards, the Telephone Consumer Protection Act, the Children’s Online Privacy Protection Act, the Controlling the Assault of Non-Solicited Pornography And Marketing Act, the Computer Fraud and Abuse Act, the Electronic Communications Privacy Act, the Stored Communications Act, 28 CFR part 202 (Access to U.S. Sensitive Personal Data and Government-related Data by Countries of Concern or Covered Persons), the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020, the General Data Protection Regulation (EU 2016/679) (the “GDPR”), the Regulation (EU) 2024/1689 of the European Parliament and of the Council of 13 June 2024 laying down harmonised rules on artificial intelligence and amending Regulations (EC) No 300/2008, (EU) No 167/2013, (EU) No 168/2013, (EU) 2018/858, (EU) 2018/1139 and (EU) 2019/2144 and Directives 2014/90/EU, (EU) 2016/797 and (EU) 2020/1828 (the “EU AI Act”), the Directive 2002/58/EC of the European Parliament and of the Council of 12 July 2002 concerning the processing of personal data and the protection of privacy in the electronic communications sector (the “EU ePrivacy Directive”), any applicable national law supplementing the GDPR, the EU AI Act or the EU ePrivacy Directive, the UK Data (Use and Access) Act 2025 (c. 18), the UK Data Protection Act 2018 (c. 12), Council regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, the UK Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2003/2426), and all other similar international, federal, state, provincial and local Laws, as applicable and as amended or replaced from time to time.

“Process” or “Processing” means the use, collection, receipt, processing, storage, recording, retention, deletion, modification, organization, safeguarding, security, adaption, alteration, ingestion, compilation, combination, enrichment, de-identification, transfer, retrieval, access, consultation, disclosure, sharing, dissemination or destruction of Personal Information or other data.

“Producer” means each Company Employee who (i) is responsible for sales or business development and (ii) holds a producer insurance license, but excluding any Company Employees that are Executive Officers or are in a management position and do not receive commissions.

“Proprietary Software” means, collectively, all Software owned or purported to be owned by the Company or any of its Subsidiaries.

“Pro Rata Percentage” means, as to any Restricted Stock Award, a fraction (expressed as a percentage), the numerator of which equals the number of days elapsed in the applicable vesting period through the Closing Date, and the denominator of which equals the total number of days in the applicable vesting period.

“Representatives” means with respect to any Person, any of such Person’s officers, directors, managers, employees, equity holders, members, partners, controlling persons, agents, consultants, advisors, or other representatives, including legal counsel, accountants and financial advisors. In the case of Parent, Parent’s Representatives shall not be deemed to include Parent’s insurers and underwriters in respect of the R&W Insurance Policy.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Security Incident” means any (i) phishing incident, malware or ransomware attack, denial-of-service attack or unauthorized access to any IT System, (ii) incident in which Personal Information or other non-public confidential information collected by or in the possession of the Company or its Subsidiaries was accessed or otherwise Processed in an unauthorized or unlawful manner or (iii) incident that required notice, or in respect of which the Company or any of its Subsidiaries actually provided notice, to any Person or Governmental Entity under applicable Privacy Laws.

“Senior Notes” means the 7.500% Senior Notes due 2032 of USI, Inc. issued in an aggregate principal amount of $620,000,000 under the Senior Notes Indenture.

“Senior Notes Indenture” means the Indenture, dated as of December 29, 2023, among USI, Inc., the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee.

“Software” means all computer software and programs, including application software, system software and firmware, as well as all source code and object code versions thereof, in any and all forms and media.

“Sponsors” means KKR & Co. Inc., Caisse de dépôt et placement du Québec and Integrum Holdings LP, together with their respective Affiliates.

“Stockholder Approval” means the affirmative vote or written consent of the holders of a majority of the then outstanding shares of Company Common Stock and Company Restricted Stock, voting or consenting together as a single class, in favor of the adoption of this Agreement, which Stockholder Approval shall be effectuated by the Written Consent.

“Subsidiary” of any Person means, on any date, any Person (i) the accounts of which would be consolidated with and into those of the applicable Person in such Person’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date or (ii) of which securities or other ownership interests representing more than fifty percent of the equity or more than fifty percent of the ordinary voting power or, in the case of a partnership, more than fifty percent of the general partnership interests or more than fifty percent of the profits or losses of which are, as of such date, owned, controlled or held by the applicable Person or one or more subsidiaries of such Person.

“Tax” means any federal, state, local or foreign income, profits, sales and use, excise, franchise, real and personal property, gross receipt, capital stock, production, business and occupation, disability, employment, payroll, social security, severance, net worth or withholding tax or other similar tax, levy, fee, charge, or assessment, in each case in the nature of a tax, imposed, collected or assessed by, or payable to, any Tax Authority, and any interest, penalties, fines, surcharges or additions related thereto.

“Tax Authority” means any Governmental Entity having jurisdiction over the assessment, determination, collection or imposition of any Taxes.

“Tax Return” means any return, report, declaration, information return, statement, self-assessment, estimate, schedule, notice, notification, form, election, certificate or other document required to be filed with or submitted to any Tax Authority with respect to Taxes, including any amendments thereof and any attachment thereto.

“Training Data” means any data used to train, validate, test or otherwise improve an algorithm or model used in any AI Tool.

“Transfer Taxes” means any sales, use, goods and services, stock transfer, real property transfer, transfer, stamp, registration, documentary, recording or similar duties, charges or taxes together with any interest thereon, penalties, fines, additions to tax or additional amounts with respect thereto incurred by the Company and its Subsidiaries as a result of the Merger (excluding, for the avoidance of doubt, any issuance of Aon Class A ordinary shares, whether pursuant to a Rollover Agreement, a Substituted Award or otherwise).

Section 1.2 Other Defined Terms. Each of the following terms is defined in the Section set forth opposite such term:


Term		Section
280G Vote		Section 6.13
Access Limitations		Section 6.5
Affiliate Contract		Section 6.8
Agreement		Preamble
Anti-Money Laundering Laws		Section 4.20
Aon		Preamble
Appraisal Shares		Section 3.1(e)
Audited Financial Statements		Section 4.5(a)
Cash-Out RSA		Section 3.1(b)
Certificate of Merger		Section 2.3
Closing		Section 2.2
Closing Date		Section 2.2
Closing Leakage Amount		Section 3.3(a)
Closing Year		Section 6.2(b)
Closing Year Bonus		Section 6.2(b)
Company		Preamble
Company Common Stock Merger Consideration		Section 3.1(a)(iii)
Company JVs		Section 4.2(e)
Company Material Contracts		Section 4.19(a)
Company Option Merger Consideration		Section 3.1(c)(i)
Company Registered IP		Section 4.9(a)
Company Related Parties		Section 4.22(a)
Confidentiality Agreement		Section 6.4
Continuing Employee		Section 6.2(a)
Cooperation Limitations		Section 6.11
Debt Financing		Section 6.16(a)


Term		Section
Debt Financing Sources Proceeding		Section 10.18(a)
DGCL		Recitals
Effective Time		Section 2.3
Enforceability Exceptions		Section 4.3
Exchange Fund		Section 3.3(c)(i)
Excluded Person		Section 6.1(b)(ii)
Executive Offer Letter		Recitals
Financial Statements		Section 4.5(a)
Financing Fee		Section 1.1
First Extended Outside Date		Section 8.1(a)
Governmental Filings		Section 4.4(b)
Indemnified Individuals		Section 6.7(a)
Initial Outside Date		Section 8.1(a)
Leased Real Property		Section 4.8(a)
Leases		Section 4.8(a)
Letter of Transmittal		Section 3.2(b)
Locked Box Balance Sheet		Section 4.5(a)
Locked Box Balance Sheet Date		Section 4.5(a)
Management Newco		Section 6.15
Material Carrier		Section 4.23(a)
Maximum Premium		Section 6.7(c)
Merger		Recitals
Merger Consideration Schedule		Section 3.3(b)
Merger Sub		Preamble
Non-Recourse Party		Section 10.16
NQDC Plan		Section 6.2(d)
Outside Date		Section 8.1(a)
QPAM Exemption		Section 4.24(g)
Parent		Preamble
Parent Obligations		Section 10.19
Parent Parachute Arrangements		Section 6.13
Parent Plans		Section 6.2(c)
Parent Related Parties		Section 9.1(b)
Parent Releasers		Section 9.3(a)
Paying Agent		Section 3.2(a)
Paying Agent Agreement		Section 3.2(a)
Payoff Amount		Section 6.17(a)
Payoff Letter		Section 6.17(a)
Permits		Section 4.15(a)
Permitted Counterparty		Section 1.1
Preferred Stock		Section 4.2(a)
R&W Insurance Policy		Section 6.19
R&W Insurance Protected Persons		Section 6.19
Remedy Action		Section 6.6(g)
Required Financial Information		Section 6.16(b)
Restricted Stock Awards		Section 3.1(b)
Restricted Stock Award Merger Consideration		Section 3.1(b)


Term		Section
Rollover Agreement		Recitals
Rollover Executive		Recitals
Rollover RSA		Section 3.1(b)
Sanctions		Section 4.21
Second Extended Outside Date		Section 8.1(a)
Section 280G Approval		Section 6.13
Section 262		Section 3.1(e)
Securityholder Representative		Preamble
Seller Releasers		Section 9.3(b)
Senior Notes Redemption		Section 6.17(b)
Specified Securityholder		Recitals
Specified Shares		Section 3.1(a)(iii)
Substituted Award		Section 3.1(b)
Surviving Corporation		Section 2.1
Unaudited Financial Statements		Section 4.5(a)
USIC		Section 6.15
USIC Consideration		Section 6.15
USICC		Section 6.15
Voting Company Debt		Section 4.2(b)
Willful Breach		Section 8.3
Written Consent		Recitals

ARTICLE II

THE MERGER

Section 2.1 The Merger. Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL, Merger Sub shall be merged with and into the Company at the Effective Time. Following the Effective Time, the separate corporate existence of Merger Sub shall cease, and the Company shall continue as the surviving corporation in the Merger (the “Surviving Corporation”) and shall succeed to and assume all the rights and obligations of Merger Sub in accordance with the DGCL.

Section 2.2 Closing. The closing of the Merger (the “Closing”) shall take place remotely, via the exchange of documents and signatures, on the second Business Day after the day on which the conditions precedent set forth in Article VII (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions at such time) are to be satisfied or waived in accordance with this Agreement, or at such other place and time or on such other date as the parties hereto may mutually agree in writing; provided, however, that notwithstanding the satisfaction or waiver of the conditions set forth in Article VII, Parent, Merger Sub and the Company shall not be required to effect the Closing prior to the Inside Date. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date”.

Section 2.3 Effective Time. In connection with the Closing, the Company and Merger Sub shall duly execute and file a certificate of merger (the “Certificate of Merger”) in accordance with the applicable provisions of the DGCL. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Office of the Secretary of the State of the State of Delaware, unless Parent and the Company shall agree and specify a subsequent date or time in the Certificate of Merger, in which case the Merger shall become effective at such subsequent date or time (the time the Merger becomes effective being the “Effective Time”).

Section 2.4 Effects of the Merger. At the Effective Time, the effects of the Merger shall be as provided in this Agreement, the Certificate of Merger and the DGCL.

Section 2.5 Certificate of Incorporation and Bylaws. Effective upon the Effective Time, the certificate of incorporation and bylaws of the Company shall be amended and restated in a form designated by Parent prior to the Closing, and as so amended and restated shall be the certificate of incorporation and bylaws of the Surviving Corporation until thereafter amended in accordance with applicable Law (subject to Section 6.7(b)).

Section 2.6 Directors and Officers. The directors of Merger Sub shall, from and after the Effective Time, become the directors of the Surviving Corporation and the officers of the Company shall, from and after the Effective Time, become the officers of the Surviving Corporation, in each case, until their successors shall have been duly elected, appointed or qualified or until their earlier death, resignation or removal in accordance with the articles of incorporation and bylaws of the Surviving Corporation and applicable Law.

Section 2.7 Closing Deliverables.

(a) Parent Deliverables. At the Closing, Parent shall take the following actions (or cause such actions to be taken):

(i) make the payments contemplated by Section 3.3(c), Section 3.4 and Section 3.5;

(ii) deliver to the Company the Paying Agent Agreement, duly executed by Parent and the Paying Agent; and

(iii) deliver to the Company the certificate contemplated by Section 7.3(c).

(b) Company Deliverables. At the Closing, the Company shall take the following actions (or cause such actions to be taken):

(i) deliver to Parent the certificates contemplated by Section 7.2(c);

(ii) deliver to Parent the duly executed Payoff Letter contemplated by Section 6.17(a);

(iii) deliver to Parent the Paying Agent Agreement, duly executed by the Securityholder Representative;

(iv) deliver to Parent evidence in customary form, reasonably satisfactory to Parent, of the termination of the applicable Affiliate Contracts in accordance with Section 6.8; and

(v) at the written request of Parent delivered at least three Business Days prior to Closing, deliver to Parent the written resignations of the directors of the Company specified in such notice.

ARTICLE III

EFFECT OF THE MERGER

Section 3.1 Effect of the Merger on Capital Stock, Restricted Stock and Company Options.

(a) Treatment of Capital Stock. At the Effective Time, in accordance with the relevant provisions of the DGCL, by virtue of the Merger and without any action on the part of the holder of any shares of Company Common Stock or any shares of capital stock of Merger Sub:

(i) each issued and outstanding share of common stock, par value $0.01 per share, of Merger Sub shall automatically be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation;

(ii) each share of Company Common Stock that is owned by (A) the Company or (B) any of Parent or Merger Sub (or any of Parent’s or Merger Sub’s respective Affiliates) shall automatically be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor; and

(iii) each issued and outstanding share of Company Common Stock (other than (A) shares of Company Common Stock to be cancelled in accordance with Section 3.1(a)(ii) and (B) shares of Company Common Stock constituting Appraisal Shares (such shares identified in the immediately preceding clauses (A) and (B), the “Specified Shares”)), shall be converted into, and shall thereafter represent the right of the holder thereof to receive, an amount in cash equal to the Per Share Merger Consideration, without interest, payable as provided in Section 3.3 (the “Company Common Stock Merger Consideration”).

At the Effective Time, all shares of Company Common Stock issued and outstanding immediately prior to the Effective Time shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each Company Common Stockholder shall cease to have any rights with respect to such Company Common Stock except the right to receive the Company Common Stock Merger Consideration.

(b) Treatment of Company Restricted Stock. Each award of shares of Company Restricted Stock (each, a “Restricted Stock Award”) that is outstanding as of immediately prior to the Effective Time (but after the transactions contemplated by the Rollover Agreements) shall, as of the Effective Time and automatically and without any action on the part any Company Restricted Stockholder, be cancelled and (i) with respect to the Pro Rata Percentage of such Restricted Stock Award (each, a “Cash-Out RSA”), converted automatically into the right to receive, in each case without interest and net of any amounts required to be withheld or deducted under the Code or any applicable provision of Law, an amount in cash equal to the product of (A) the Per Share Merger Consideration, multiplied by (B) such applicable pro-rated number of shares of Company Restricted Stock (the “Restricted Stock Award Merger Consideration”), and (ii) with respect to the remainder of such Restricted Stock Award (each, a “Rollover

RSA”), substituted with an award of Aon restricted shares covering a whole number of Aon Class A ordinary shares (each, a “Substituted Award”) (rounded to the nearest whole share) equal to the product of (x) the number of shares underlying such Rollover RSA, multiplied by (y) the Company Restricted Stock Exchange Ratio. Each Substituted Award shall be subject to substantially the same terms and conditions (including vesting terms) as were applicable to the corresponding Restricted Stock Award (except for terms rendered inoperative by reason of the transactions contemplated by this Agreement). Notwithstanding anything herein to the contrary, any award of Company Restricted Stock to be issued pursuant to any Rollover Agreement shall be treated as a Rollover RSA and substituted with a Substituted Award in its entirety, and no portion thereof shall be treated as a Cash-Out RSA.

(i) Other than as provided in any Rollover Agreement, immediately prior to the Effective Time (but contingent upon the Effective Time) and subject to Section 3.1(c)(ii), each Company Option shall become fully vested (to the extent unvested), and shall be cancelled and converted automatically into the right to receive, in each case without interest and net of any amounts required to be withheld or deducted under the Code or any applicable provision of Law, an amount in cash equal to the product of (A) the excess (if any) of (x) the Per Share Merger Consideration, minus (y) the applicable exercise price per share of Company Common Stock issuable under such Company Option, multiplied by (B) the number of shares of Company Common Stock subject to such Company Option (the “Company Option Merger Consideration”).

(ii) Notwithstanding anything in this Agreement to the contrary, at the Effective Time, each Company Option with a per-share exercise price that is equal to or greater than the Per Share Merger Consideration will be cancelled without payment of any consideration therefor.

(d) Prior to the Effective Time, the board of directors of the Company shall take any and all actions necessary or required under the Company Stock Plan, applicable Law, the applicable award agreements underlying each share of Company Restricted Stock or Company Option to (i) give effect to the transactions contemplated by Section 3.1(b) and Section 3.1(c) and to ensure that, from and after the Effective Time, each Company Restricted Stockholder or Company Optionholder shall have no rights with respect to any cancelled Company Restricted Stock or Company Options, except as provided in Section 3.1(b) and Section 3.1(c), and (ii) terminate the Company Stock Plan immediately prior to the Effective Time. No later than the Effective Time, Aon shall file an effective registration statement on Form S-8 (or other applicable form) with respect to the Class A ordinary shares underlying the Substituted Awards and shall use reasonable best efforts to maintain the effectiveness of such registration statement.

(e) Notwithstanding anything in this Agreement to the contrary, shares (the “Appraisal Shares”) of Company Common Stock and Company Restricted Stock issued and outstanding immediately prior to the Effective Time that are held by any Company Common Stockholder or Company Restricted Stockholder who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (“Section 262”) shall not be converted into the right to receive the Company Common Stock Merger Consideration, Restricted Stock Award Merger Consideration or a Substituted Award, as applicable, as provided in Section 3.1(a) or Section 3.1(b), as applicable, but instead such holder shall be entitled to payment of the fair value of such shares in accordance with the provisions of Section 262. At the Effective Time, all Appraisal Shares shall

no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such Appraisal Shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall, prior to the judicial appraisal determination, waive or withdraw their appraisal demand, or shall lose the right to appraisal under Section 262 or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 shall cease and each such Appraisal Share shall be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Company Common Stock Merger Consideration, Restricted Stock Award Merger Consideration or a Substituted Award, as applicable, without interest, as provided in Section 3.1(a) or Section 3.1(b), as applicable. The Company shall deliver prompt notice to Parent of any demands for appraisal of any shares of Company Common Stock or Company Restricted Stock, and Parent shall have the right to participate in all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands for appraisal, or waive any failure to timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights in accordance with the DGCL, or agree to do any of the foregoing.

Section 3.2 Paying Agent; Exchange Procedures.

(a) Prior to the Effective Time, Parent shall appoint Computershare Trust Company, N.A., or another nationally recognized bank or trust company to act as paying agent (the “Paying Agent”), for the payment of the Company Common Stock Merger Consideration in accordance with the terms and conditions of this Agreement, and Parent, the Securityholder Representative and the Paying Agent shall enter into a customary paying agent agreement, in form and substance reasonably acceptable to Parent and the Securityholder Representative (the “Paying Agent Agreement”). Parent shall bear all costs and expenses associated with the engagement of the Paying Agent and under the Paying Agent Agreement.

(b) As soon as reasonably practicable after the date hereof, the Company shall mail or otherwise deliver, or shall cause the Paying Agent to mail or otherwise deliver, to each Company Common Stockholder and Company Restricted Stockholder a Letter of Transmittal, substantially in the form of Exhibit B attached hereto (the “Letter of Transmittal”) which, for the avoidance of doubt, shall include any notice required pursuant to Section 262 and require that each Company Common Stockholder and Company Restricted Stockholder (x) agree to Section 10.15 of this Agreement and (y) if applicable, agree to repay any such outstanding Employee Loan and/or Applicable Shortfall Amount by offsetting the Applicable Loan Amount and/or Applicable Shortfall Amount against such Company Common Stockholder’s Company Common Stock Merger Consideration or such Company Restricted Stockholder’s Restricted Stock Award Merger Consideration, as applicable. Upon the delivery of any duly executed Letter of Transmittal (which shall include a properly completed IRS Form W-9 or applicable IRS Form W-8), to the Paying Agent, each such Company Common Stockholder and Company Restricted Stockholder shall be entitled to receive, subject to the terms and conditions hereof (including the preceding sentence of this Section 3.2(b)), the Company Common Stock Merger Consideration in respect of its, his or her shares of Company Common Stock and the Restricted Stock Award Merger Consideration in respect of its, his or her shares of Company Restricted Stock, as applicable.

Section 3.3 Leakage; Consideration Schedule; Certain Closing Date Payments.

(a) Leakage. No later than seven Business Days prior to the Closing Date, the Company shall provide Parent with a certificate (the “Leakage Notice”) executed by an authorized officer of the Company setting forth the Company’s (i) good-faith calculation of any Leakage as of the Effective Time, including supporting calculations of the amount of Leakage (as may be modified pursuant to this Section 3.3(a), the “Closing Leakage Amount”) and (ii) good-faith estimates of the cash and cash equivalents and Indebtedness of the Company and its Subsidiaries as of 11:59 pm Eastern Time on the day immediately prior to the Closing Date, with reasonable detail of the estimates thereof. During the period after the delivery of the Leakage Notice, the Company shall (x) promptly provide reasonably requested supporting documentation (including any books and records, calculations and working papers (subject to execution of customary access letters)) to Parent and (y) make the Company’s employees, officers, advisors and representatives reasonably available to Parent, during regular business hours, upon reasonable advance notice and under reasonable circumstances, in each case, for the purposes of verifying the amounts set forth in the Leakage Notice, confirming the Closing Leakage Amount and evaluating the calculations and determinations contained in the Leakage Notice. In the event that Parent notifies the Company prior to the Closing that it disputes the Closing Leakage Amount set forth in such certificate, then Parent and the Company shall cooperate in good faith prior to the Closing to resolve any such dispute as promptly as practicable, and modify such Closing Leakage Amount as appropriate to reflect any agreed adjustments thereto; provided that if the parties hereto are unable to agree on modifications to the Closing Leakage Amount, then the Leakage Notice and the Closing Leakage Amount set forth therein shall govern for purposes of the Closing.

(b) Company Common Stock Merger Consideration Schedule. No later than three Business Days prior to the Closing Date, the Company shall provide Parent and the Paying Agent a schedule, substantially in the form of Exhibit C (the “Merger Consideration Schedule”).

(c) Certain Closing Date and Subsequent Payments. In each case subject to the terms and conditions of this Agreement, at the Closing, Parent shall:

(i) pay, or cause to be paid, to the Paying Agent, for the benefit of the Company Common Stockholders an amount in cash equal to (1) the aggregate Company Common Stock Merger Consideration in respect of the shares of Company Common Stock (other than any Specified Shares) held by the Company Common Stockholders as of immediately prior to the Effective Time minus (2) the Aggregate Outstanding Amount payable to the Company and its Subsidiaries (such cash amount being hereafter referred to as the “Exchange Fund”);

(ii) pay, or cause to be paid, to the Surviving Corporation (on behalf of and as agent of the Company Restricted Stockholders), the Restricted Stock Award Merger Consideration in respect of the Cash-Out RSAs held by each Company Restricted Stockholder; and

(iii) other than with respect to any Company Option subject to any Rollover Agreement, pay, or cause to be paid, to the Surviving Corporation (on behalf of and as agent of the Company Optionholders), the aggregate Company Option Merger Consideration in respect of the Company Options held by each Company Optionholder as of immediately prior to the Effective Time.

Following receipt thereof, the Company Option Merger Consideration and Restricted Stock Award Merger Consideration shall be payable by the Surviving Corporation to the applicable Company Optionholder or Company Restricted Stockholder, as applicable, no later than the next regularly scheduled payroll date that is no earlier than three Business Days after the Closing Date (or as soon as practicable after the Closing Date for any payments that are not payable through the Surviving Corporation’s payroll).

(d) Paying Agent and Other Procedures.

(i) The Company shall (i) take all necessary actions to freeze all exercises of Company Options as of immediately prior to delivery of the Merger Consideration Schedule and (ii) promptly, but in no event later than the Closing Date, provide Parent and the Paying Agent an updated Merger Consideration Schedule reflecting any forfeiture, exercises or vesting of Company Options.

(ii) Following the Closing, Parent shall cause the Paying Agent to promptly pay each Company Common Stockholder that has delivered to the Paying Agent a properly completed and duly executed Letter of Transmittal the Company Common Stock Merger Consideration in respect of the shares of Company Common Stock (other than any Specified Shares) held by such Company Common Stockholder as of immediately prior to the Effective Time net of the Aggregate Outstanding Amount in respect of such Company Common Stockholder (to the extent applicable). If any such Company Common Stockholder has delivered a duly executed Letter of Transmittal to the Paying Agent on or before the third Business Day preceding the Effective Time (or such later time if permitted by the Paying Agent), Parent shall cause the Paying Agent to deliver or cause to be delivered to such Company Common Stockholder on the Closing Date, by wire transfer of immediately available funds, the applicable Company Common Stock Merger Consideration in accordance with the terms of this Agreement. If any such Company Common Stockholder delivers a duly executed Letter of Transmittal to the Paying Agent after the third Business Day preceding the Effective Time (or such later time if permitted by the Paying Agent), Parent shall cause the Paying Agent to deliver or cause to be delivered to such Company Common Stockholder, within three Business Days after the Paying Agent’s receipt of such duly executed Letter of Transmittal (but in any event no earlier than the third Business Day following the Closing Date unless the Paying Agent is capable of doing so), by wire transfer of immediately available funds, the applicable Company Common Stock Merger Consideration in accordance with the terms of this Agreement.

(iii) Any portion of the Exchange Fund which remains undistributed to the former Company Common Stockholders twelve months after the Effective Time shall be delivered to Parent, upon demand, and any former Company Common Stockholders who have not theretofore received their Company Common Stock Merger Consideration shall thereafter look only to Parent for, and Parent shall remain liable for, payment of their claims for the applicable portion of the Company Common Stock Merger Consideration in accordance with this Article III.

(iv) None of Parent, Merger Sub, the Surviving Corporation or the Paying Agent shall be liable to any person in respect of any cash from the Exchange Fund properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. If any Company Common Stock Merger Consideration shall not have been claimed immediately prior to the date on which the applicable portion of the Company Common Stock Merger Consideration would otherwise escheat to or become the property of any Governmental Entity, such portion of the Company Common Stock Merger Consideration shall, to the extent permitted by applicable Law, become the property of Parent, free and clear of any claim or interest of any person previously entitled thereto.

(v) The Paying Agent shall invest the cash in the Exchange Fund as directed by Parent. Any interest and other income resulting from such investments shall be paid to Parent.

Section 3.4 Company Transaction Expenses. Simultaneously with the Closing, by wire transfer of immediately available funds on behalf of the Company and its Subsidiaries, the Company shall pay, or Parent shall cause the Surviving Corporation to pay, the non-compensatory Company Transaction Expenses remaining unpaid as of the Effective Time in accordance with wire transfer instructions provided by each payee thereof to the Company and Parent at least three Business Days prior to the Closing Date.

Section 3.5 Funded Indebtedness. Simultaneously with the Closing, Parent shall (a) repay, or cause to be repaid, on behalf of the Company, the Indebtedness outstanding in respect of the Credit Facility by wire transfer of immediately available funds in accordance with wire transfer instructions set forth in the Payoff Letter and (b) deposit, or cause to be deposited, with the trustee under the Senior Notes Indenture the amount required to effect the Senior Notes Redemption on the Closing Date, in accordance with the terms of the Senior Notes Indenture and the applicable conditional notices related to the Senior Notes Redemption.

Section 3.6 Withholding. Notwithstanding any other provision of this Agreement, (a) Parent and the Surviving Corporation (or any of their Affiliates or agents, including the Paying Agent) shall be entitled to deduct and withhold from any payment made pursuant to this Agreement any amounts that are required to be deducted or withheld from such payment pursuant to the Code or other applicable Tax Law and (b) any amounts so deducted or withheld from any such payment and remitted to the applicable Governmental Entity in accordance with any applicable Tax Law shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction or withholding was made; provided that prior to deducting or withholding any amounts from any payment made pursuant to this Agreement, the Person making such deduction or withholding shall give at least five Business Days advance notice to the Person in respect of whom such deduction or withholding will be made (together with legal basis therefor), provide such Person with a reasonable opportunity to provide any forms or other documentation or take such other steps in order to avoid such deduction or withholding, and reasonably cooperate with such Person to reduce or eliminate any amounts that would otherwise be deducted or withheld under applicable Tax Law, in each case, except if (a) such Person fails to deliver a properly completed IRS Form W-9 or applicable IRS Form W-8 pursuant to Section 3.2, (b) the Company fails to deliver the certificate contemplated by Section 6.12(d) or (c) such payment is treated as compensation.

Section 3.7 Equitable Adjustments. If at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur by reason of any reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, or any stock dividend thereon with a record date during such period, the Per Share Merger Consideration shall be equitably adjusted to the extent necessary to provide the parties the same economic effect as contemplated by this Agreement prior to such reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, or stock dividend thereon; provided, that nothing in this Section 3.7 shall be construed to permit the Company or its Subsidiaries to take any action that is otherwise prohibited by the terms of this Agreement.

Section 3.8 Dividends. If the Company has declared and set a record date for a dividend permitted by this Agreement, and the Effective Time occurs after the record date for such dividend and prior to the payment date for such dividend, then Parent shall cause the Surviving Corporation, or shall cause the Paying Agent on behalf of the Surviving Corporation, to pay such dividend (and any applicable dividend equivalent rights to the extent any holder of an Equity Interest of the Company was entitled thereto) following the Closing on the scheduled payment date for such dividend.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except as set forth in the Company Disclosure Schedule, the Company hereby represents and warrants to Parent and Merger Sub, as follows:

Section 4.1 Organization and Good Standing.

(a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each Subsidiary of the Company is duly organized, validly existing and, except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, in good standing under the laws of the jurisdiction of its formation or incorporation (to the extent the applicable jurisdiction recognizes such concept). The Company and each of its Subsidiaries (i) has all requisite power and authority to own and lease its assets and to operate its business as the same are now being owned, leased and operated and (ii) is duly qualified or licensed to do business as a foreign entity in each jurisdiction in which the nature of its business or its ownership of its properties requires it to be so qualified or licensed, except in the case of this clause (ii), where the failure to have such power or authority or be so qualified or licensed would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(b) The Company has delivered or made available to Parent a true and complete copy of the certificates of incorporation and bylaws or comparable governing documents, as currently in effect, for the Company and each of its Subsidiaries. The Company and its Subsidiaries are not in default (with or without notice or the lapse of time, or both) under, or in breach or violation of, any provision of their respective certificates of incorporation and bylaws or comparable governing documents, in the case of the Company’s Subsidiaries, except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole.

Section 4.2 Capitalization.

(a) The authorized capital stock of the Company consists of 500,000,000 shares of Company Common Stock, par value $0.01 per share, and 5,000,000 shares of preferred stock, par value $0.01 per share (“Preferred Stock”). As of the date of this Agreement: (i) 203,972,384 shares of Company Common Stock were issued and outstanding, (ii) 1,097,137 shares of Company Restricted Stock were issued and outstanding, (iii) 23,658,753 shares of Company Common Stock were issuable upon the exercise of outstanding Company Options (whether or not presently exercisable), (iv) 31,900,000 shares of Company Common Stock were authorized for issuance under the Company Stock Plan, (v) no shares of Preferred Stock were issued or outstanding and (vi) no shares of Company Common Stock were held in treasury by the Company. Except as set forth above, there are no shares of capital stock or other Equity Interests of the Company issued, reserved for issuance or outstanding.

(b) All of the outstanding shares of Company Common Stock and Company Restricted Stock have been, and any shares of Company Common Stock issuable upon the exercise of Company Options will be, duly authorized and validly issued, and are or will be fully paid and nonassessable and not issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right provided for in the DGCL, the certificate of incorporation or bylaws of the Company, each as amended to the date of this Agreement, or any Contract to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes or other Indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which any holder of any capital stock of the Company may vote (“Voting Company Debt”). Except as set forth in the first sentence of Section 4.2(a), as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, contingent value rights, preemptive rights, puts, calls, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any of its Subsidiaries is a party or by which any of them is bound (i) obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other Equity Interests in, or any security convertible into or exercisable for or exchangeable into, or giving any Person a right to subscribe for or acquire, any shares of capital stock of or other Equity Interests in, the Company or any Subsidiary of the Company or any Voting Company Debt, (ii) obligating the Company or any of its Subsidiaries to issue, grant or enter into any such option, warrant, right, security, commitment, Contract, arrangement or undertaking or (iii) paying an amount in cash or in kind with respect to, or based on the value of, any shares of capital stock of or other Equity Interests in the Company or any of its Subsidiaries or any Voting Company Debt.

(c) There are not any outstanding contractual obligations of the Company or any of its Subsidiaries (i) to repurchase, redeem or otherwise acquire any shares of capital stock of or other Equity Interests in the Company or any of its Subsidiaries or (ii) relating to the voting or registration of any Equity Interests of the Company or any of its Subsidiaries.

(d) Section 4.2(d) of the Company Disclosure Schedule sets forth a true and complete list of all Subsidiaries of the Company, including the name and jurisdiction of organization of each such Subsidiary, the record owner(s) of such Subsidiary and percentage ownership thereof by such record owner(s). All of the outstanding shares of capital stock (or other Equity Interests) of each Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable and not subject to or issued in violation of applicable securities Law, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right provided for by applicable Law or in the organizational documents of such Subsidiary, each as amended to the date of this Agreement, or any Contract to which the Company or any of its Subsidiaries is a party or otherwise bound, and are held, directly or indirectly, by the Company or another Subsidiary of the Company, free and clear of all Encumbrances (other than Permitted Encumbrances and Encumbrances imposed by applicable securities Laws and the organizational documents of such Subsidiary).

(e) Section 4.2(e) of the Company Disclosure Schedule sets forth a true and complete list as of the date hereof of (i) each entity, joint venture or similar venture in which the Company owns, directly or indirectly, 50% or less of the outstanding securities (the “Company JVs”), together with its jurisdiction of incorporation or organization, as applicable, and (ii) to the Knowledge of the Company, the number or percentage of the outstanding equity interests of each Company JV owned by the Company and each Subsidiary of the Company. To the Knowledge of the Company, each Company JV is a corporation or other entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its

formation or incorporation (to the extent the applicable jurisdiction recognizes such concept), in each case except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. To the Knowledge of the Company, each Company JV (i) has all requisite corporate or similar power and authority to own and lease its assets and to operate its business as the same are now being owned, leased and operated and (ii) is duly qualified or licensed to do business as a foreign entity in each jurisdiction in which the nature of its business or its ownership of its properties requires it to be so qualified or licensed, except in the case of this clause (ii), where the failure to have such power or authority or be so qualified or licensed would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except for interests in the Company’s Subsidiaries and the Company JVs, the Company and its Subsidiaries do not own, directly or indirectly, any capital stock, membership interest, partnership interest, joint venture interest or other Equity Interests in any Person. There are no outstanding commitments or agreements obligating the Company or one of its Subsidiaries to make any investment (in the form of a loan, capital contribution or other form of investment) in any Person, other than any such commitments or agreements between or among the Company and any of its Subsidiaries.

Section 4.3 Authority; Execution and Delivery; Enforceability. The Company possesses all requisite legal right, power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated herein. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by all requisite corporate action on the part of the Company (other than the Stockholder Approval and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware). This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes the legal, valid and binding obligation of the Company, enforceable in accordance with its terms, in each case, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other Laws of general application affecting enforcement of creditors’ rights or by principles of equity (the “Enforceability Exceptions”).

Section 4.4 No Conflicts; Consents.

(a) Assuming the Stockholder Approval is obtained and all Governmental Filings and waiting periods described in or contemplated by Section 4.4(b) and Section 5.3(b) have been obtained or made, or have expired, as applicable, the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby will not (i) violate any applicable Law to which the Company or its Subsidiaries are subject, (ii) conflict with, result in a violation or breach of, constitute a default under, result in the acceleration, revocation, suspension, limitation, termination or cancellation of, or loss of a benefit under, or create in any party the right to accelerate, revoke, suspend, limit, terminate or cancel any Contract to which the Company or any of its Subsidiaries is a party or by which any of their respective properties, rights or assets is bound, (iii) result in the creation of any Encumbrance upon any of the properties, rights or assets of the Company or any of its Subsidiaries (other than Permitted Encumbrances) or (iv) materially conflict with or result in any material breach or violation of, or a material default (with or without notice or lapse of time, or both) under the certificate of incorporation or bylaws or comparable governing documents of the Company or any of its Subsidiaries, other than, in the case of clauses (i), (ii) and (iii) above, any such violations, conflicts, breaches, defaults, accelerations, revocations, suspensions, limitations, terminations, cancellations, benefits or rights that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or would not reasonably be expected to materially impair the ability of the Company to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement.

(b) No filings or registrations with, notifications to, or authorizations, consents or approvals of, a Governmental Entity (collectively, “Governmental Filings”) are required to be obtained or made by the Company or its Subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby, except (i) compliance with and filings under the HSR Act, (ii) Governmental Filings set forth on Section 4.4(b) of the Company Disclosure Schedule, (iii) filing of the Certificate of Merger with the Secretary of State of the State of Delaware and (iv) such other Governmental Filings, the failure of which to be obtained or made would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or would not reasonably be expected to materially impair the ability of the Company to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement.

Section 4.5 Financial Statements.

(a) Parent has been provided copies of (i) the audited consolidated financial statements of USI, Inc. and its Subsidiaries as of and for the fiscal year ended December 31, 2025 (the “Audited Financial Statements”) and (ii) the unaudited consolidated financial statements of USI, Inc. and its Subsidiaries for the quarter ending June 30, 2026 (the “Unaudited Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”). The Financial Statements have been prepared in accordance with GAAP, consistently applied, and present fairly, in all material respects, the consolidated financial position of the Company and its Subsidiaries as of the date indicated and the results of operations for the period then ended, except with respect to the Unaudited Financial Statements, which are subject in each case to (x) normal year-end adjustments and (y) the absence of (i) the consolidated statements of stockholders’ equity and (ii) certain disclosures normally made in footnotes. The balance sheet as of June 30, 2026, which is included in the Financial Statements, is referred to herein as the “Locked Box Balance Sheet” and June 30, 2026 is referred to as the “Locked Box Balance Sheet Date”.

(b) The Company and its Subsidiaries have established and maintain systems of internal accounting controls which are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP in all material respects, including policies and procedures that provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization and (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP or any other criteria applicable to such statements. To the Knowledge of the Company, in the past three years, nothing has been identified in writing to the Company or any of its Subsidiaries, nor any of their respective directors, managers, officers, auditors, or accountants regarding (A) any material weakness or significant deficiency regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls or (B) any fraud in the preparation of the financial statements of the Company that involves any director, manager or officer of the Company or any of its Subsidiaries.

(c) The Company and USI Guarantor, Inc. do not engage in, and have never engaged in, any business activities other than (i) its ownership of, in the case of USI Guarantor, Inc., the Equity Interests of USI, Inc. and, in the case of the Company, the Equity Interests of USI Guarantor, Inc., (ii) engaging in transactions related to its capital stock, in each case including any activities related or incidental thereto and (iii) engaging in intercompany transactions among the Company and its Subsidiaries which

intercompany balances and transactions eliminate in consolidation. Without limiting the generality of the foregoing, neither the Company nor USI Guarantor, Inc. (x) has, and has ever had any, employees, (y) owns, operates or leases, or has ever owned or leased, any real property or personal property and (z) has any liabilities except for liabilities arising out of (A) its organizational documents, (B) this Agreement, (C) the ownership of, in the case of USI Guarantor, Inc., the Equity Interests of USI, Inc. and, in the case of the Company, the Equity Interests of USI Guarantor, Inc., and, in each case, being an equity holder of such entity, (D) tax obligations, (E) obligations to indemnify officers and directors, (F) intercompany balances and transactions which eliminate in consolidation and (G) other liabilities typically incurred by holding companies that do not have, and have never had, any operations.

(d) The Merger Consideration Schedule delivered to the Paying Agent and Parent at the Closing will be complete and accurate in all respects (other than de minimis respects) and the amounts set forth therein will be calculated pursuant to and in accordance with this Agreement, the organizational documents of the Company and the DGCL.

Section 4.6 No Undisclosed Liabilities. Neither the Company nor any of its Subsidiaries has any liabilities of any kind that would have been required to be reflected in, reserved against or otherwise described on the face of the Locked Box Balance Sheet in accordance with GAAP other than (i) those reflected on the Unaudited Financial Statements and notes thereto, (ii) liabilities incurred in the ordinary course of business consistent with past practice after the Locked Box Balance Sheet Date (none of which is a liability for breach of Contract, breach of warranty, tort, infringement, dilution, misappropriation, violation of Law or arising out of an Action), (iii) liabilities incurred in connection with the transactions contemplated hereby, (iv) liabilities that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, or (v) liabilities set forth on Section 4.6 of the Company Disclosure Schedule.

Section 4.7 Absence of Certain Changes or Events. (a) From the Locked Box Balance Sheet Date to the date of this Agreement, (x) the businesses of the Company and its Subsidiaries have been conducted in the ordinary course of business consistent with past practice in all material respects and (y) none of the Company or any of its Subsidiaries has taken any action which, if taken after the date hereof, would have required the prior consent of Parent pursuant to Section 6.1(b)(v), (viii), (ix), (x), (xi), (xii), (xiii), (xv), (xvii), or (xix) hereof, or has entered into any agreement with respect to any of the foregoing and (b) since the Locked Box Balance Sheet Date, there has not been a Material Adverse Effect. From the Locked Box Balance Sheet Date to the date hereof, there has been no Leakage (other than Leakage that will be included in the Closing Leakage Amount).

Section 4.8 Real Property; Title to Assets.

(a) Section 4.8(a) of the Company Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of each real property leased or subleased, by the Company and its Subsidiaries (collectively, the “Leased Real Property”) involving aggregate annual base rental payments in excess of $500,000 under a lease or sublease (collectively, the “Leases”). True and complete copies of each such Lease, including all amendments, extensions, assignments, guaranties and other material agreements with respect to each, have been made available to Parent.

(b) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company and its Subsidiaries, as applicable, hold a good, valid and existing leasehold or subleasehold interest under each of the Leases to which it is a party for the terms set forth therein, free and clear of all Encumbrances (other than Permitted Encumbrances), (ii) all of the Leases are in full force and effect and enforceable by the Company or such Subsidiary which is a party thereto in accordance with their terms, subject to the Enforceability Exceptions, (iii) neither the Company or any of its Subsidiaries nor, to the Knowledge of the Company, any other party to any Lease, is in material breach of or in material default under any Lease, (iv) to the Knowledge of the Company, no event or circumstance has occurred that, with or without notice, lapse of time or both, would result in a material breach or default under the provisions of any Lease and (v) the Leased Real Property, including the improvements and fixtures thereon, (x) is in good operating condition and repair in all material respects, ordinary wear and tear excepted, and (y) constitutes all of the material real property necessary to the Company and its Subsidiaries in the operation of their business.

(c) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or as otherwise disclosed in Section 4.8(c) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries subleases or licenses to any third party all or any portion of the Leased Real Property under the Leases. True and complete copies of each sublease or license identified in Section 4.8(c) of the Company Disclosure Schedule, including all amendments, extensions, assignments, guaranties and other material agreements with respect to each, have been made available to Parent.

(d) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company and its Subsidiaries own each of the items of material tangible personal property reflected on the Locked Box Balance Sheet or acquired thereafter (except for assets reflected thereon or acquired thereafter that have been disposed of since the Locked Box Balance Sheet Date), free and clear of all Encumbrances, except for Permitted Encumbrances.

(e) The Company and its Subsidiaries do not own, and, in the past three years, have not owned, any real property.

Section 4.9 Intellectual Property.

(a) Section 4.9(a) of the Company Disclosure Schedule sets forth a true and complete list of all Intellectual Property registrations and pending applications included in the Company IP as of the date of this Agreement (collectively, “Company Registered IP”). The Company or one of its Subsidiaries exclusively owns the items on Section 4.9(a) of the Company Disclosure Schedule, free and clear of all Encumbrances (other than Permitted Encumbrances) and such items are subsisting, unexpired, and, to the Knowledge of the Company, valid and enforceable.

(b) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, within the past three years, (i) the operation of the business of the Company and its Subsidiaries has not infringed, misappropriated, diluted or otherwise violated, any Intellectual Property of any third party and (ii) to the Knowledge of the Company, no third party has infringed upon, misappropriated, diluted or otherwise violated any Company IP. There are no Actions pending or threatened in writing alleging any of the foregoing in clauses (i) and (ii) against the Company or any of its Subsidiaries or any third party, as applicable, that would, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole.

(c) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, all current and former employees, consultants and contractors of the Company or its Subsidiaries who, either alone or with any other Person, created, developed or invented any Company IP have assigned to such entities in writing their rights in, to and under any such Company IP that do not vest initially in such entities by operation of Law. In the past three years, no current or former employee, consultant or contractor of the Company or its Subsidiaries has made any written claim of ownership or right in, to or under any Company IP or has asserted in an Action against the Company or its Subsidiaries any such claim of ownership or right.

(d) (i) The Company or one of its Subsidiaries has sole ownership of and is in actual possession of, and has exclusive control over (other than with respect to copies provided to service providers, pursuant to written, binding obligations of confidentiality, non-disclosure and non-use, solely for use on the Company’s or its Subsidiary’s behalf), the source code of all material Proprietary Software and (ii) none of the material Proprietary Software distributed or licensed to third parties by the Company or its Subsidiaries incorporates any Open Source Software in a manner that requires the Company or its Subsidiaries to license or make available such Proprietary Software (including the source code thereof) or other material Company IP to any third party, or creates an obligation for the Company and its Subsidiaries to grant to any third party any rights in, to or under any of the foregoing. No Persons other than current employees, consultants and contractors of the Company or its Subsidiaries have current or contingent rights to access any Proprietary Software.

(e) The Company and its Subsidiaries take, and have taken, reasonable actions to protect the confidentiality of the trade secrets, Personal Information and other confidential information owned or Processed by the Company or any of its Subsidiaries and, to the Knowledge of the Company, there has been no unauthorized access to or Processing of any such information.

Section 4.10 Information Technology, Data Privacy and Artificial Intelligence.

(a) (i) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, the Company IT Systems are operated and maintained in accordance with customary industry standards and practices for entities operating businesses similar to the business of the Company and its Subsidiaries, including with respect to redundancy, reliability, scalability and security, (ii) the Company and its Subsidiaries have taken commercially reasonable steps designed to ensure that the Company IT Systems and Proprietary Software are free from Malicious Code and to safeguard their security, continuous operation and integrity, (iii) the Company and its Subsidiaries conduct, and have conducted, commercially reasonable due diligence concerning the security and protection of, and compliance with Privacy and Data Security Requirements by, the IT Systems, Software and AI Tools of all businesses and entities they have acquired or have agreed to acquire in the past three years and (iv) the Company IT Systems and Proprietary Software function in compliance in all material respects with their written specifications when used in accordance with such specifications.

(b) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, within the past three years, (i) there have been no failures or outages of the Company IT Systems that caused a disruption to the operation of the Company and its Subsidiaries’ respective businesses that have not been resolved and (ii) neither the Company nor any of its Subsidiaries has experienced any Security Incident. The Company and its Subsidiaries have taken commercially reasonable measures to provide for the backup and recovery of the data and information necessary to the conduct of their business, in each case consistent with customary industry practices and in compliance with applicable Privacy and Data Security Requirements.

(c) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and its Subsidiaries are in compliance with all applicable Privacy and Data Security Requirements, (ii) the Company and its Subsidiaries have processes in place to obtain, and have obtained, all necessary rights, licenses, consents, authorizations and permissions required by the applicable Privacy and Data Security Requirements for the operation of their business as presently conducted, (iii) the Company and its Subsidiaries have and, immediately following the consummation of the transactions contemplated in this Agreement will have, all rights necessary to Process (A) all Personal Information and other confidential information used in the business of the Company and its Subsidiaries and (B) all data Processed by Company AI Tools, including the right to use data Processed by Company AI Tools in data analytics and other commercial activities in the ordinary course of business, (iv) to the Knowledge of the Company, no data processors that Process Personal Information or other confidential information on behalf of the Company or any of its Subsidiaries have breached the relevant Contract with the Company or applicable Subsidiary, (v) within the past three years, neither the Company nor any of its Subsidiaries is or has been the subject of any Action pending or threatened in writing with respect to any Privacy and Data Security Requirements and (vi) within the past three years, neither the Company nor any of its Subsidiaries has been legally required to provide, or has actually provided, any notices to Governmental Entities, data owners or individuals in connection with a loss or unauthorized Processing of Personal Information. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, the applicable Privacy and Data Security Requirements do not require any notice to or consent from any Person in connection with the consummation of the transactions contemplated in this Agreement in order for the Company and its Subsidiaries to Process (1) Personal Information and other confidential information used in the business of the Company and its Subsidiaries and (2) data Processed by Company AI Tools, in each case consistent with such Processing as conducted prior to the Effective Time.

(d) Section 4.10(d) of the Company Disclosure Schedule sets forth a complete and accurate list of all material Proprietary Software as of the date of this Agreement. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and its Subsidiaries have implemented technical safeguards and policies and procedures consistent with customary industry practices governing the ethical and responsible use of AI Tools, including with respect to (A) transparency and accountability, (B) identifying and mitigating bias and (C) oversight and approval of the use and implementation of AI Tools, (ii) the Company and its Subsidiaries have not used, and have not permitted any other Person to use, any Personal Information, trade secrets or other confidential information as part of (A) the Training Data for any AI Tool or (B) user-supplied prompts or context to any AI Tool, except, in the case of Personal Information, in compliance with applicable Privacy and Data Security Requirements, (iii) all Training Data for the Company AI Tools is proprietary to the Company or one of its Subsidiaries and (iv) the Company and its Subsidiaries have not used any AI Tools in a manner that would limit or impair the Company’s or its Subsidiaries’ ownership of, or ability to use, commercialize or otherwise exploit any Company IP.

Section 4.11 Insurance. Section 4.11 of the Company Disclosure Schedule sets forth a list of all material insurance policies or binders that cover the Company or any of its Subsidiaries (or its respective assets or business). All such policies are in full force and effect and all premiums that are due and payable with respect thereto have been timely paid in all material respects (other than retroactive or retrospective premium adjustments and adjustments in respect of self-funded health programs that are not yet, but may be, required to be paid with respect to any period ending prior to the Closing Date). Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, in the past three years, none of the Company or any of its Subsidiaries

has received any written notice of cancellation or non-renewal of any such policy or arrangement nor has the termination of any such policy or arrangement been threatened in writing. As of the date hereof, there are no individual claims pending against the Company or any of its Subsidiaries under any Company insurance policy that, with respect to any such claim (i) would reasonably be expected to result in payments by the Company or any of its Subsidiaries in excess of $10,000,000 or (ii) is reasonably expected to result in payment by the Company or any of its Subsidiaries in excess of $1,000,000 and for which coverage has been denied by the applicable insurer.

Section 4.12 Taxes.

(a) All material Tax Returns required to be filed by the Company or any of its Subsidiaries with any Tax Authority have been timely filed, and all such Tax Returns are true and complete in all material respects. All material Taxes due and payable by the Company or any of its Subsidiaries (whether or not shown as due on any Tax Return) have been timely paid in full.

(b) Neither the Company nor any of its Subsidiaries has ever been a member of an affiliated group filing a consolidated U.S. federal income Tax Return (other than any such group the common parent of which is the Company or one of its Subsidiaries).

(c) Neither the Company nor any of its Subsidiaries has entered into a written agreement waiving or extending any statute of limitations in respect of material Taxes that still remains in effect, and neither the Company nor any of its Subsidiaries is currently the beneficiary of any extension of time within which to file any material Tax Return (other than any automatic extension obtained in the ordinary course of business).

(d) Section 4.12(d) of the Company Disclosure Schedule sets forth the U.S. federal income tax entity classification of each of the Company’s Subsidiaries and whether such subsidiary is a “life insurance company” within the meaning of Section 801 of the Code, an “insurance company other than a life insurance company” within the meaning of Section 831 of the Code, or neither.

(e) The Company and its Subsidiaries have withheld and timely remitted to the appropriate Tax Authority all material Taxes required to have been withheld and remitted in connection with any amounts paid or owing to any employee, independent contractor, creditor, equityholder or other third party, and the Company and its Subsidiaries have materially complied with all related reporting and recordkeeping requirements with respect thereto.

(f) There is no material audit, examination, assessment, or other administrative or court proceeding involving any Tax of the Company or any of its Subsidiaries that is currently in progress or threatened in writing by any Tax Authority. Neither the Company nor any of its Subsidiaries has received any written notice from any Tax Authority of a proposed deficiency or adjustment with respect to any material Taxes that has not been fully resolved with no further liability (as of the date hereof) to the Company and its Subsidiaries.

(g) Neither the Company nor its Subsidiaries has had a permanent establishment (within the meaning of an applicable Tax treaty) or branch in any country other than the country in which such Company or Subsidiary is organized. Neither the Company nor any of its Subsidiaries has received from any Tax Authority in a jurisdiction where the Company or such Subsidiary has not filed any Tax Returns any written claim that the Company or such Subsidiary is subject to taxation by that jurisdiction, which claim has not been fully resolved.

(h) The Company has made available to Parent all private letter rulings and closing agreements as described in Section 7121 of the Code (or any similar provision of state, local, or foreign Tax Law) obtained by the Company or any of its Subsidiaries.

(i) There are no Encumbrances for Taxes upon any of the assets of the Company or any of its Subsidiaries, other than Permitted Encumbrances.

(j) Neither the Company nor any of its Subsidiaries is a party to, is bound by or has any obligation under any Tax allocation or Tax sharing agreement, other than (i) any such agreement solely among the Company and its Subsidiaries or (ii) any commercial agreement entered into in the ordinary course of business the primary subject matter of which is not Taxes.

(k) None of the Company or any of its Subsidiaries has any material liability for the Taxes of any Person (other than the Company and its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign income Tax Law), as a transferee or successor, or by contract (other than any commercial agreement entered into in the ordinary course of business the principal purpose of which does not relate to Taxes).

(l) None of the Company or its Subsidiaries has been either a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code occurring during the two-year period ending on the date hereof.

(m) None of the Company or its Subsidiaries has engaged in or promoted any “reportable transaction” within the meaning of Treasury Regulations Section 1.6011-4(b).

(n) Neither the Company nor any of its Subsidiaries will be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any taxable period beginning after the Closing Date as a result of (i) any impermissible method of accounting for a taxable period ending on or prior to the Closing Date, (ii) any change in method of accounting for a taxable period ending on or prior to the Closing Date made prior to the Closing Date, (iii) any intercompany transaction or excess loss account described in the Treasury Regulations promulgated under Section 1502 of the Code (or any corresponding transaction under applicable Tax Law) entered into or existing at or prior to the Closing Date, (iv) any prepaid amount or deferred revenue received or accrued at or prior to the Closing Date outside the ordinary course of business or (v) any installment sale or open transaction disposition occurring or accrued on or before the Closing Date.

Notwithstanding anything to the contrary in this Agreement, (i) other than the representations and warranties set forth in Section 4.5 and Section 4.14 (solely to the extent related to Tax matters), this Section 4.12 contains the exclusive representations and warranties of the Company with respect to Tax matters and (ii) nothing in this Agreement shall be construed as providing a representation or warranty with respect to (x) any taxable period (or portion thereof) beginning after the Closing Date or (y) the existence, amount, expiration date or limitations on (or availability of) any Tax attribute following the Closing Date.

Section 4.13 Proceedings. There are no, and for the past three years there have been no, Actions of any kind whatsoever, at Law or in equity, pending, or to the Knowledge of the Company, threatened in writing against the Company or any of its Subsidiaries that would, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, or

that would reasonably be expected to materially impair the ability of the Company to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. As of the date hereof, there are no Actions of any kind whatsoever, at Law or in equity, pending, or to the Knowledge of the Company, threatened in writing against the Company or any of its Subsidiaries that seek to enjoin, or that would reasonably be expected to prevent or materially delay, the consummation of the transactions contemplated hereby. None of the Company or any of its Subsidiaries is subject to any Governmental Order or is, or has been in the past three years, in breach or violation of any Governmental Order, except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, or as would not reasonably be expected to materially impair the ability of the Company to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement.

Section 4.14 Company Benefit Plans.

(a) Section 4.14(a) of the Company Disclosure Schedule sets forth a true and complete list of each material Company Benefit Plan as of the date of this Agreement (excluding (i) any individual employment, severance or similar arrangement with (A) any employee (other than a Producer) whose annual base compensation did not exceed $1 million in 2025, (B) any Producer whose annual base compensation (inclusive of any draws and other advances of compensation) does not exceed $1.5 million, and, with respect to any Person described in this clause (i) whose compensation does not materially deviate from the compensation set forth in the standard forms of agreements set forth in Section 4.14(a) of the Company Disclosure Schedule or otherwise from what is described in Section 4.14(a) of the Company Disclosure Schedule, and (ii) any individual retention bonus arrangement previously entered into by the Company or one of its Subsidiaries in the ordinary course of business which does not materially deviate from what is described in in Section 4.14(a) of the Company Disclosure Schedule), and with respect to each such Company Benefit Plan listed in Section 4.14(a) of the Company Disclosure Schedule, the Company has made available to Parent a true and complete copy, as applicable, of (i) the Company Benefit Plan, including any material amendments thereto, or a descriptions of all material terms of any Company Benefit Plan that is not in writing, (ii) any trust, insurance, annuity or other funding instrument related thereto, (iii) any summary plan description and any summary of material modifications related thereto, (iv) for the most recent year and to the extent applicable, (A) audited financial statements, (B) actuarial or other valuation reports prepared with respect thereto (where such statements or reports are required to be prepared under applicable Law or otherwise reasonably available) and (C) Form 5500 and attached schedules, (v) the most recent determination or opinion letter from the Internal Revenue Service and (vi) non-routine material correspondences with the past three years to or from any Governmental Entity.

(b) Neither the Company nor any of its Subsidiaries has ever sponsored, contributed to, or had any liability in respect of (i) a “multiemployer plan” (as defined under Section 3(37) of ERISA), (ii) a single employer or other pension plan subject to Title IV of ERISA or Section 302 of ERISA or Section 412 of the Code, (iii) a multiple employer plan, as defined in Section 413(c) of the Code or (iv) a multiple employer welfare arrangement within the meaning of Section 3(40) of ERISA.

(c) Each Company Benefit Plan that is intended to be tax-qualified under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service or is the subject of a favorable opinion letter from the Internal Revenue Service on the form of such Company Benefit Plan, and, to the Knowledge of the Company, there are no facts or circumstances that would be reasonably likely to adversely affect the qualified status of any such Company Benefit Plan.

(d) Each Company Benefit Plan has been operated in compliance with its respective terms and all applicable Laws in all material respects, and all contributions required under the terms of each Company Benefit Plan or applicable Laws have been timely made in all material respects.

(e) No material Actions (other than routine claims for benefits in the ordinary course) are pending or, to the Knowledge of the Company, threatened in writing against any Company Benefit Plan.

(f) None of the Company Benefit Plans provides post-employment or post-retirement medical or other welfare benefits to any retired Person, or any current or former employee or other individual service provider or advisor of any of the Company or any Subsidiary thereof following such individual’s retirement or termination, other than (i) as required by applicable Law (including Section 4980B of the Code) and at the sole expense of the participant or beneficiary thereof or (ii) health continuation coverage provided for a specified severance period that exceeds any specified severance period set forth in any Company Benefit Plan that is set forth in Section 4.14(a) of the Company Disclosure Schedule.

(g) No liability or obligation has been, or to the Knowledge of the Company, is reasonably expected to be incurred by the Company or any Subsidiary by reason of their affiliation with any organization which is a member of a controlled group of organizations within the meaning of Sections 414(b), (c), (m) or (o) of the Code with the Company.

(h) Each Company Benefit Plan that is a “nonqualified deferred compensation plan” (as defined in Section 409A(d)(1) of the Code) is and has been maintained and operated in documentary and operational compliance with all material respects with Section 409A of the Code or an available exemption therefrom.

(i) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or together with any other event, including a subsequent termination of employment or service) (i) result in any material payment becoming due, or result in the forgiveness of indebtedness, to any current or former Company Employee, officer, director or other individual service provider or advisor under any Company Benefit Plan or otherwise, (ii) materially increase any benefits otherwise payable to any current or former Company Employee, officer, director or other individual service provider or advisor under any Company Benefit Plan or otherwise, (iii) result in any acceleration of the timing of payment, vesting or funding of any compensation or benefit or (iv) result in the payment of any amount that would, individually or in combination with any other such payment, constitute an “excess parachute payment” as defined in Section 280G(b)(1) of the Code. No current or former Company Employee, officer, director or “other individual service provider or advisor of the Company or any of its Subsidiaries is entitled to any gross-up payment with respect to any excise Tax pursuant to Section 409A or 4999 of the Code.

Section 4.15 Compliance with Applicable Law; Permits.

(a) The Company and each of its Subsidiaries is (and at all times in the past three years has been) in compliance in all material respects with all applicable Laws and Governmental Orders issued or granted by any Governmental Entity, and possesses, and at all times in the past three years have possessed, all licenses, permits, registrations, permanent certificates of occupancy, authorizations, easements, variances, franchises, grants, exceptions, consents, clearances, non-objections, approvals, orders, exemptions, certificates from any Governmental Entity required under applicable Law with respect

to the operation of its business (collectively, “Permits”), except where such failure to comply or possess would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. All Permits are in full force and effect, except where the failure to be in full force and effect would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. There is no proceeding pending, or, to the Knowledge of the Company, threatened in writing, that seeks or would reasonably be expected to result in the revocation, cancellation, termination, suspension, non-renewal, limitation or modification of any such Permit, except where such revocation, cancellation, termination, suspension, non-renewal, limitation or modification would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. In the past three years, the Company and its Subsidiaries have timely filed all contracts, reports, statements, documents, registrations, filings and submissions required to be filed with any Governmental Entity that are necessary to operate the business of the Company and its Subsidiaries in the ordinary course, except where a failure to make such filing would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole.

(b) In the past three years, none of the Company or any of its Subsidiaries has received any written notice from any Governmental Entity regarding any actual, alleged, possible or potential violation of, or failure to comply with, any Law, Permit or Governmental Order applicable to the Company or any of its Subsidiaries or by which any properties or assets owned or used by the Company or any of its Subsidiaries are bound or affected except for matters that have been resolved or where such alleged violation or non-compliance would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole.

Section 4.16 Environmental Matters. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (a) the Company and its Subsidiaries are, and for the past three years have been, in compliance with all Environmental Laws; (b) the Company and its Subsidiaries possess and are, and for the past three years have been, in compliance with all Permits required under Environmental Laws to operate their business and occupy the Leased Real Property; (c) there are no Actions relating to any Environmental Law that are pending, or to the Knowledge of the Company, threatened in writing against the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries is subject to any Governmental Order relating to any Environmental Law; (d) neither the Company nor its Subsidiaries store, generate or dispose of toxic or hazardous materials or wastes (other than in quantities consistent with an office environment and in compliance with Environmental Laws) at any Leased Real Property and (e) there has been no release or disposal of, or human exposure to, any toxic or hazardous material or waste at any Leased Real Property that would reasonably be expected to result in a liability or investigative, corrective or remedial obligation of the Company or any of its Subsidiaries under Environmental Law.

Section 4.17 Brokers and Finders. No agent, broker, investment banker, financial advisor or other Person is or will become entitled, by reason of any Contract entered into or made by or on behalf of the Company or any Subsidiary, to receive any commission, brokerage, finder’s fee or other similar compensation in connection with the consummation of the transactions contemplated by this Agreement other than any of the foregoing engaged after the date hereof, the payment to whom shall constitute Leakage.

Section 4.18 Labor and Employment Matters.

(a) Neither the Company nor any of its Subsidiaries (i) is a party to any collective bargaining agreement or other similar agreement with any labor organization or union, works council, or other employee representative organization, or currently negotiating, or obligated by Law to negotiate, any such agreement; (ii) has received any notice in writing that any labor representation request is currently pending or is threatened, nor to the Knowledge of the Company, is any organizing activity currently pending or threatened with respect to any employees of the Company or any of its Subsidiaries; and (iii) is subject to any pending material labor strike, material slowdown or material work stoppage, nor to the Knowledge of the Company, has any such labor disruption been threatened in writing against the Company or any of its Subsidiaries.

(b) Section 4.18(b)(i) of the Company Disclosure Schedule sets forth a true and complete list of each Company Employee (or if not permitted under applicable data privacy Laws, employee ID) as of the date of this Agreement, including their respective titles, employing entity, current compensation (including, as applicable, base salary or wage rate, draws or other advances of compensation and short-term incentive opportunity), start date, service reference date (if different from the start date), work location, total number of annual vacation days for which such Company Employee is eligible, whether or not any such employee is on leave of absence (and if so the reason for absence and the expected date of return to work, if any), visa status, FLSA classification and overtime eligibility classification.

(c) Section 4.18(c)(i) of the Company Disclosure Schedule sets forth a true and complete list of each outstanding Company Restricted Stock award or Company Option as of the date of this Agreement, including, as applicable, the name of the holder, the date of grant, the expiration date, the exercise price, the number of shares of Company Common Stock subject to such Company Restricted Stock award or Company Option, the vesting schedule (including any acceleration terms) and an indication of whether such Company Option was intended as of its grant date to be an “incentive stock option” under Section 422 of the Code. Section 4.18(c)(ii) of the Company Disclosure Schedule sets forth, as of the date of this Agreement, a true and complete list of all promised but ungranted or authorized Equity Interests to any current or former Company Employee, officer, director or other individual service provider or advisor of the Company or any of its Subsidiaries, including the name of such individual, the form of award, the number of shares of Company Common Stock subject to such award, the start date or anticipated start date of such individual, the vesting commencement date and vesting schedule (including any acceleration terms) and an indication of any contractual rights to such grant such individual has. Each Company Option has an exercise price per share equal to or greater than the fair market value of a share of Company Common Stock on the grant date of such Company Option, as determined in accordance with Section 409A of the Code.

(d) Neither the Company nor any of its Subsidiaries is a party or subject to any pending or, to the Knowledge of the Company, threatened, material labor dispute, controversy or grievance or any material unfair labor practice, charge or proceeding with respect to claims of, or obligations of, any employee or group of employees.

(e) The Company and each of its Subsidiaries is in compliance in all material respects with all applicable Laws respecting employment and employment practices, terms and conditions of employment and wages and hours. None of the Company or any of its Subsidiaries has any material liability or obligation, including under or on account of a Company Benefit Plan, arising out of the hiring of Persons to provide services to the Company or any of its Subsidiaries and treating such persons as consultants or independent contractors and not as employees of the Company or any of its Subsidiaries.

(f) Within the past three years, neither the Company nor any of its Subsidiaries has conducted any “plant closing” or “mass layoff” (each as defined by the Worker Adjustment and Retraining Notification Act of 1988) for which the Company or any of its Subsidiaries have material liability which remains outstanding, and no such “plant closing” or “mass layoff” has been announced for the future.

(g) In the last three years, (i) no substantiated allegations of sexual harassment, discrimination with respect to a protected class, including race, age and gender, hostile work environment or similar misconduct have been made to the Company or any of its Subsidiaries regarding any Company Employee who is an Executive Officer or whose annual base compensation (inclusive of any draws and other advances of compensation) is in excess of $250,000, (ii) to the actual knowledge of the individuals listed on Section 1.1(a) of the Company Disclosure Schedule, no reports or active investigations of sexual harassment, discrimination with respect to a protected class, including race, age and gender, hostile work environment or similar misconduct have been made to the Company or any of its Subsidiaries regarding any Company Employee who is an Executive Officer or any other Specified Securityholder and (iii) neither the Company nor any of its Subsidiaries has entered into a settlement agreement in excess of $150,000 to resolve any action, claim, complaint, suit, arbitration or other proceeding that was filed or threatened in writing by any current or former Company Employee, officer, director or other individual service provider or advisor with respect to sexual harassment or discrimination with respect to a protected class.

Section 4.19 Company Material Contracts.

(a) Section 4.19(a) of the Company Disclosure Schedule sets forth a list as of the date hereof of all of the currently effective Contracts of the following types to which the Company or any of its Subsidiaries is a party (other than any Company Benefit Plan or Lease) (all such Contracts, together with all Contracts of such types entered into after the date hereof, the “Company Material Contracts”):

(i) (A) any Contract other than a Contract with an insurance carrier or wholesaler that obligates (including upon the occurrence of certain events) the Company or any of its Subsidiaries to pay or repay, or entitles the Company or any of its Subsidiaries to receive, an amount in cash, goods, services, materials, property, obligations or other items of value of $1,000,000 or more in any consecutive twelve month period, (B) to the extent not described in Section 4.19(a)(i)(A), any Contract with any vendor or supplier under which the Company or any of its Subsidiaries is obligated to or does pay $1,000,000 or more in any consecutive twelve month period or (C) any Contract with an insurance carrier or wholesaler that obligates the Company or any of its Subsidiaries to repay an amount in cash of $1,000,000 or more in any consecutive twelve month period, other than any Contract that requires repayment of unearned commissions solely as a result of policy cancellation;

(ii) material joint venture agreements, partnership agreements, and limited liability company agreements and each similar type of material Contract (however named) involving a sharing of profits, losses, costs or liabilities with any other Person (other than organizational documents of the Company or any of its Subsidiaries solely among the Company and its Subsidiaries);

(iii) any Contract with a Material Carrier;

(iv) Contracts for the disposition or acquisition (whether by sale, assignment, transfer, merger, consolidation, or otherwise) of assets, equity interests or businesses by the Company or any of its Subsidiaries (A) entered into during the last two years and for aggregate consideration under such Contract of $5,000,000 or more or (B) under which the Company or any of its Subsidiaries has any material continuing liability or obligation;

(v) any Contract relating to the incurrence, assumption or guarantee of Indebtedness for borrowed money with an aggregate principal amount in excess of $2,000,000;

(vi) any Contract under which a mortgage, lien, pledge or security interest (other than a Permitted Encumbrance) has been imposed on any of the assets or properties of the Company and its Subsidiaries, excluding any such Contract described within the foregoing clause (v);

(vii) any material Contract (A) under which the Company or any of its Subsidiaries grants to a third party any rights under any Company IP, excluding Contracts granting non-exclusive licenses entered into in the ordinary course of business or that are incidental to the transactions contemplated by such Contracts, or (B) which grants to the Company or any of its Subsidiaries any rights under any Intellectual Property owned by a third party, excluding (i) Contracts granting non-exclusive licenses entered into in the ordinary course of business or that are incidental to the transactions contemplated by such Contracts, (ii) non-exclusive licenses to commercially available “off-the-shelf” Software on commercially available terms, (iii) licenses for Open Source Software and (iv) non-disclosure or Intellectual Property assignment agreements entered into with employees, consultants or contractors of the Company or any of its Subsidiaries on the Company’s or such Subsidiary’s standard form;

(viii) any Contract (A) that limits or purports to limit the ability of the Company or any of its Subsidiaries to compete in any material respect in any material line of business or with any Person or in any geographic area, (B) that contains a “most favored nation” or other similar term providing preferential pricing or treatment to a third party or (C) that grants exclusive rights to a third party to license, market, sell, or deliver any product or service of the Company or any of its Subsidiaries, or to exclusively supply any product or service to the Company or any of its Subsidiaries;

(ix) any Contract that contains a put, call or similar right pursuant to which the Company or any of its Subsidiaries would be required to purchase or sell, as applicable, any Equity Interests of any Person or any assets of any Person;

(x) any Contract that grants any rights of first refusal or rights of first offer to any Person with respect to any Equity Interests or material assets of the Company, any of its Subsidiaries or, to the Knowledge of the Company, the Company JVs;

(xi) any interest rate, currency or other hedging Contract;

(xii) any Contract, other than Contracts with insurance carriers with mandatory pay requirements, that obligates the Company or any Subsidiary thereof to make any future advance, loan, extension of credit, or capital contribution to, or other investment in, any Person in an amount in excess of $1,000,000 individually or $3,000,000 in the aggregate;

(xiii) any Contract that obligates the Company or any Subsidiary thereof to make any future capital expenditure over any consecutive twelve month period in an amount in excess of $1,000,000 individually or $3,000,000 in the aggregate;

(xiv) any Contract pursuant to which the Company or a Subsidiary thereof is the lessee of, holds, or uses (in each case, outside the ordinary course of business consistent with past practices) equipment or other tangible personal property owned by any third party for an annual rent with respect to such personal property in excess of $1,000,000;

(xv) any Contract that provides for any settlement, conciliation or similar agreement to which the Company or a Subsidiary thereof will have any material outstanding obligation (including any payment obligation in excess of $1,000,000) after the Locked Box Balance Sheet Date;

(xvi) any material Contract under which Company or any Subsidiaries performs third party administrator services or services that include adjudicating or settling claims on behalf of a third party, other than under binding authority agreements with insurance carriers; and

(xvii) any material Contract entered into between the Company or any of its Subsidiaries and a Governmental Entity (other than (A) any Permits and (B) any Contract for the provision of insurance brokerage or retirement services to local Governmental Entities involving monetary amounts of less than $500,000 in the aggregate).

(b) True and complete copies of each Company Material Contract required to be identified in Section 4.19(a) of the Company Disclosure Schedule, including amendments thereto, have been made available to Parent. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, all of the Company Material Contracts (other than Contracts no longer in effect after the date of this Agreement that have expired in accordance with their terms or have been terminated in accordance with this Agreement) are in full force and effect and are enforceable against the Company or any of its Subsidiaries that is a party thereto, and to the Knowledge of the Company, the other parties thereto, in accordance with their respective terms, subject in each case to the Enforceability Exceptions. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, none of the Company or its Subsidiaries is in breach or default (with or without the giving of notice, the lapse of time or both), or is alleged in writing by the counterparty thereto to have breached, or to be in default under, any Company Material Contract and, to the Knowledge of the Company, each other party to each Company Material Contract is not in breach or default thereunder.

Section 4.20 Anti-Corruption; Anti-Money Laundering . None of the Company nor any of its Subsidiaries, their directors or officers or, to the Knowledge of the Company, any employee or agent thereof or other Person acting on their behalf has, in the last three years and in each case in their roles as such, directly or indirectly, violated any applicable Anti-Corruption Laws or, in any material respect, Anti-Money Laundering Laws. The Company and its subsidiaries maintain compliance programs and policies reasonably designed to promote compliance with applicable Anti-Corruption Laws and Anti-Money Laundering Laws.

Section 4.21 Sanctions. For the last three years, the Company and its Subsidiaries have complied in all material respects with all applicable economic sanctions and trade embargoes, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury and the U.S. Department of State (“Sanctions”). None of the Company or any of its Subsidiaries, nor any of their respective officers, directors, or employees, nor, to the Knowledge of the Company, any of their respective agents, is a Person that is (i) the subject or target of Sanctions; (ii) located, organized, or resident in a

jurisdiction that is the subject or target of comprehensive Sanctions (currently, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimean, Kherson and Zaporizhzhia regions of Ukraine, Cuba, Iran, and North Korea); or (iii) 50% or more owned or controlled by any Person described in clauses (i) or (ii), or acting for or on behalf of such Persons. The Company and its subsidiaries maintain compliance programs and policies reasonably designed to promote compliance with applicable Sanctions.

Section 4.22 Related Party Transactions.

(a) Except as entered into in the ordinary course of business on arms’ length terms with any Permitted Counterparty, there are no Contracts providing for the provision of goods or services between any of the Company or its Subsidiaries, on the one hand, and any officer, director or stockholder of the Company or any of its Subsidiaries, or any “associate” or member of any such Person’s “immediate family” (as such terms are respectively defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act) or any Sponsors (such Persons, “Company Related Parties”), on the other hand (other than, in the case of any employee, officer or director, any employment Contract or Contract with respect to the issuance of equity in the Company).

(b) No Company Related Party owns any material financial interest in any material asset or property (whether tangible or intangible) used by the Company or any of its Subsidiaries in the conduct of the business of the Company or any of its Subsidiaries.

Section 4.23 Certain Insurance Carrier Matters.

(a) Section 4.23(a) of the Company Disclosure Schedule sets forth the top ten insurance carriers through which the Company and its Subsidiaries placed premiums producing commissions or other revenues in each segment of its retail business, including property and casualty, employee benefits and personal lines determined on a consolidated basis by dollar volume of commissions or other revenues from such carriers during the twelve month period ended December 31, 2025 (each such carrier, a “Material Carrier”). From January 1, 2025 until the date hereof, the Company has not received any written notice from any Material Carrier that it has or intends to, and to the Knowledge of the Company, no Material Carrier intends to, in either case terminate its future relationship with the Company or any of its Subsidiaries or materially limit or restrict the types of such carrier’s insurance policies that the Company and its Subsidiaries are permitted to place.

(b) With respect to each Material Carrier for which the Company or any of its Subsidiaries exercises any underwriting authority or other authority or ability to bind coverage for an insured, the Company or such Subsidiaries are in compliance with all terms of such agreements and have not exceeded their respective underwriting authority under any such agreement to such extent that would give any Material Carrier a right to claim a material breach.

(c) To the Knowledge of the Company, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) each of the Company and its Subsidiaries (including any relevant officers, directors or employees of the Company and its Subsidiaries) has, if required, the necessary appointment to act as an agent, insurance adjuster, insurance program administrator or managing general agent for each Material Carrier that issues an insurance Contract placed or sold by the Company or any of its Subsidiaries; (ii) each such appointment is valid and binding in accordance with its terms on the parties thereto and (iii) neither the Company nor any of its Subsidiaries has exceeded its appointment, agent, producer or other authority under a Contract, including by binding or committing to bind any insurance coverage for any liability, risk, cost or expense, other than an underwriting/binding authority agreement subject to Section 4.23(b).

(d) During the past five years, except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, to the Knowledge of the Company, (i) each Insurance Transactor was duly and appropriately licensed, authorized and appointed for the type of business transacted at the time such Insurance Transactor transacted for the Company or any of its Subsidiaries, in each case, to the extent required by applicable Insurance Law, (ii) there have been no violations by an Insurance Transactor of any applicable Law in connection with any business transacted for the Company or any of its Subsidiaries, including with respect to fictitious bids or quotes, material omissions or representations, compensation or other required disclosures, conflicts of interest, churning, twisting, suitability, conservation, surrender, investment or allocation of funds, market timing, late trading or replacement and (iii) no Insurance Transactor has been subject to any Action or any other enforcement or disciplinary proceeding on account of any violation of applicable Law or in connection with such Person’s capacity as an Insurance Transactor.

(e) To the Knowledge of the Company, except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, any assets held by the Company or any of its Subsidiaries in a fiduciary capacity to meet their respective obligations to clients or insurance carriers, are held exclusively by the Company or such Subsidiary, and are at least equal to the amounts required to be held in such fiduciary capacity pursuant to premium trust and other applicable Laws or pursuant to any Contracts with such insurance carriers and clients.

(f) During the past three years, except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, each of the Company and its Subsidiaries have complied in all respects with all applicable Insurance Laws relating to (i) the segregation of and accounting for premium trust funds and all regulatory and other requirements of any Governmental Entity relating to trust accounts and insurance premium liability, (ii) market conduct recommendations resulting from market conduct audits, examinations or investigations by any Governmental Entity and (iii) unclaimed property, escheatment and similar applicable Law.

(g) During the past three years, when acting as the surplus lines producer in the placement of surplus lines insurance, including surplus lines insurance placed for an individual insured covered under a master policy, the Company and each of its Subsidiaries have paid surplus lines premium tax on 100% of the amount paid by such insured for the insurance including for any policy, administration, or other fee retained by the Company or its Subsidiaries, except where such failure to pay surplus lines premium tax would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole.

(h) During the past three years, none of the Company, its Subsidiaries or, to the Knowledge of the Company, any representative of the Company or its Subsidiaries, has entered into any Contracts to assume underwriting or other insurance losses or liability, except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole.

(i) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, the Company has not granted any ownership interests in the expiration and renewal rights with respect to Contracts with clients.

(j) None of the Company or its Subsidiaries has acted as a “promoter” of “micro-captive” insurance companies described in Section 831(b) of the Code, in each case that would require disclosure pursuant to IRS Notice 2016-66 or proposed Treasury Regulation sections 1.6011-10 and 1.6011-11.

Section 4.24 Investment Adviser Matters.

(a) To the Knowledge of the Company, each of the Adviser Subsidiaries’ respective employees, officers, directors, partners, members, or other “persons associated with” (as defined in the Investment Advisers Act) who are required to be registered, licensed or qualified as (i) an investment adviser or (ii) an investment adviser representative under the Investment Advisers Act or any applicable similar U.S. or state securities law is, and at all times so required during the past three years has been, registered, licensed or qualified as such except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole.

(b) To the extent not publicly available, the Company has made available to Parent a true and complete copy of each Adviser Subsidiary’s Form ADV as in effect as of the date hereof and, to the Knowledge of the Company, the Adviser Subsidiaries’ Form ADV is in compliance with the applicable requirements of the Investment Advisers Act, except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole.

(c) None of the Adviser Subsidiaries or, to the Knowledge of the Company, any of their respective employees, officers, directors, partners, members, or other “persons associated with”(as defined in the Investment Advisers Act) the Adviser Subsidiaries are ineligible pursuant to Section 203(e) or 203(f) of the Investment Advisers Act to serve as a registered investment adviser or as a person associated with a registered investment adviser, except for any such ineligibility that has not had and would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. There is no Action pending or, to the Knowledge of the Company, threatened in writing that would reasonably be expected to result in the Adviser Subsidiaries or, to the Knowledge of the Company, any of their respective employees, officers, directors, partners, members, or other “persons associated with” becoming ineligible to act in such capacity, except for any such ineligibility that has not had and would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole.

(d) The Adviser Subsidiaries have implemented all policies and procedures as required by Rule 206(4)-7 under the Investment Advisers Act and neither of the Adviser Subsidiaries nor any of their “persons associated with” (as defined in the Investment Advisers Act) are, to the Knowledge of the Company, in material violation of such policies and procedures. True and correct copies of such policies and procedures (including any reports of review of compliance with such policies and procedures whether undertaken internally or by third-parties documenting identified material internal failures to comply with such policies and procedures relating to compliance by the Adviser Subsidiaries and their employees subject thereto) for the past three years have been delivered or made available to Parent and, in the past three years, except as otherwise noted in any such reports or filings, the Adviser Subsidiaries have been in compliance with such policies and procedures except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole.

(e) None of the Adviser Subsidiaries is or during the past three years has been required to be registered as, an “investment company” or has elected treatment as a “business development company” under the Investment Company Act.

(f) None of the Company, the Adviser Subsidiaries or any employee, officer, director, partner, member or “persons associated with” (as defined in the Investment Advisers Act) of the Adviser Subsidiaries has been subject to any inspection, examination or investigation by any Governmental Entity in the past three years, and there is no current or pending inspection, examination or investigation of the Company or the Adviser Subsidiaries or any employee, officer, director, partner, member or “persons associated with” (as defined in the Advisers Act) of the Adviser Subsidiaries by any Governmental Entity except as would not, individually or in the aggregate, have a Material Adverse Effect.

(g) Neither the Company, any of its Subsidiaries nor, to the Knowledge of the Company, any of their affiliates (as defined in Prohibited Transaction Class Exemption 84-14 (the “QPAM Exemption”)), has engaged in activity that would result in the inability of it or, after the transactions contemplated under this Agreement, Parent or any of its affiliates (as defined in the QPAM Exemption), to rely upon the QPAM Exemption.

Section 4.25 Broker-Dealer Matters.

(a) To the Knowledge of the Company, the Company, its Subsidiaries and each of its and their respective officers, employees, independent contractors and agents who is, or in the past three years have been, required to be registered, licensed or qualified as (i) (x) a securities broker-dealer or (y) a registered representative or principal under FINRA rules, the Exchange Act or any applicable similar U.S. state securities law or (ii) (x) a municipal securities broker or (y) a municipal securities representative under the Exchange Act or any applicable MSRB rules is or, when so required, was registered, licensed or qualified as such, except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. The Broker-Dealer Subsidiary is and, in the past three years, has been a member in good standing of FINRA, MSRB and has otherwise held all Permits required to conduct business of the Broker-Dealer Subsidiary. Other than the Broker-Dealer Subsidiary, none of the Company and its Subsidiaries is registered as a broker or dealer under the Exchange Act.

(b) The Company has made available to Parent a true and complete copy of the Broker-Dealer Subsidiary’s Form BD as in effect as of the date hereof. To the Knowledge of the Company, such Form BD is in compliance with the applicable requirements of the Exchange Act, except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole.

(c) None of the Broker-Dealer Subsidiary or any Affiliate or “associated person” (as defined under Section 3(a)(18) of the Exchange Act) of the Broker-Dealer Subsidiary, is subject to (i) any of the events set forth in FINRA Rule 1014(a)(3)(A), (C), (D), (F) and (G), (ii) any event described in Sections 15(b)(4) or 15(b)(6) of the Exchange Act, (iii) a “statutory disqualification” as defined in Section 3(a)(39) of the Exchange Act, (iv) disqualification under Rule 506(d) of Regulation D under the Securities Act or (v) a disqualification which would be a basis for censure, limitations on the activities, functions or operations of, or suspension or revocation of the registration the Broker-Dealer Subsidiary as a broker-dealer. Neither the Broker-Dealer Subsidiary nor any of the foregoing Persons is subject to a comparable event or disqualification under any applicable State’s Blue Sky or securities laws. There is no Action pending or, to the Knowledge of the Company, threatened in writing, that is reasonably expected to result in any of the foregoing Persons being subject to any event, disqualification or a comparable event described in this Section 4.25(c).

(d) The Broker-Dealer Subsidiary has timely filed or submitted all BD Filings required to be filed with or submitted to the SEC, FINRA, MSRB, or any other Governmental Entity with jurisdiction over it, including all material amendments or supplements thereto, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. When filed, each of the BD Filings complied, in all material respects, with all applicable Law.

(e) Section 4.25(e) of the Company Disclosure Schedule sets forth a true and complete list, as of the date hereof, of all Permits held or otherwise used by the Broker-Dealer Subsidiary.

(f) The Broker-Dealer Subsidiary has established, adopted and implemented written policies and procedures in compliance with applicable Law (in all material respects, including FINRA Rules 3110, 3120 and 3130, MSRB rule G-27 and applicable rules promulgated under the Exchange Act). True and complete copies of such policies and procedures (including any written reports under such policies and procedures documenting identified material internal failures to comply with such policies and procedures) in effect during the past three years have been delivered or made available to Parent and, except as otherwise noted in any such reports or filings, the Broker-Dealer Subsidiary has, during the past three years been in compliance with such policies and procedures, except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole.

(g) The Broker-Dealer Subsidiary is, and at all times during the past three years has been, in compliance with the net capital requirements and customer reserve deposit requirements under the Exchange Act and FINRA Rules and any applicable Laws of any jurisdiction in which the Broker-Dealer Subsidiary conducts business and, with respect to such net capital requirements, (i) in an amount sufficient to ensure that it is not required to file a notice under Rule 17a-11 under the Exchange Act and (ii) no distribution of cash is currently required to be made by the Broker-Dealer Subsidiary that will result in it not being in compliance with applicable regulatory net capital requirements.

Section 4.26 Healthcare Matters.

(a) The Company and each of its Subsidiaries are operating and, for the past three years, have operated in material compliance with applicable Healthcare Laws, except as would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole. In the past three years, neither the Company nor any of its Subsidiaries (i) has been served with or received any search warrant, subpoena, civil investigative demand or audit from any Governmental Entity relating to any alleged material violation of any applicable Healthcare Law, (ii) made a voluntary

disclosure pursuant to the U.S. Department of Health and Human Services Office of the Inspector General’s provider Self-Disclosure Protocol or made a material self-disclosure to a Medicare Administrative Contractor or otherwise made a material disclosure to a Governmental Entity regarding potential repayment obligations arising from actual violations of Healthcare Laws or (iii) received notice, including notification of any pending or threatened (in writing) action by or from any Governmental Entity, of non-compliance by, or liability of, the Company or any Subsidiary under any Healthcare Law, other than qui tam or other action filed under seal that has not been disclosed to Company or any Subsidiary, in each case, except as would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole.

(b) To the extent the Company or any of its Subsidiaries is paid for or pays for marketing (which includes lead generation) referrals, on a per-patient enrolled basis, or other services related to Federal Health Care Program or Affordable Care Act plans offered through the federal or a state exchange, such payments comply with applicable Healthcare Laws, except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole.

(c) During the past three years, to the extent required by applicable Healthcare Laws, the Company and each of its Subsidiaries have implemented and maintained a compliance program reasonably designed to promote compliance in all material respects with applicable Healthcare Laws and operate in compliance with such compliance programs, except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole.

(d) The Company and each of its Subsidiaries (i) have not entered into any Contract under which such Company or Subsidiary performs utilization management, services requiring a license to perform utilization review agent services, or formulary management services and/or beneficiary drug utilization services to assess the medical necessity, appropriateness, and efficiency of therapeutics and ancillary services, and (ii) do not hold and are not required to hold under applicable Healthcare Laws, licensure related to healthcare providers or entities, health maintenance organizations, managed care organizations, pharmacy benefit managers, utilization review agents, independent review organizations, or insurance adjusters to provide comprehensive health insurance and equivalent products to beneficiaries.

Section 4.27 Disclaimer of Warranties. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS ARTICLE IV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) OR ANY CERTIFICATE DELIVERED PURSUANT TO SECTION 7.2(C), THE COMPANY EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, AS TO THE CONDITION, VALUE OR QUALITY OF THE COMPANY, ITS SUBSIDIARIES OR THE COMPANY’S OR ITS SUBSIDIARIES’ ASSETS, AND THE COMPANY SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE COMPANY’S OR ITS SUBSIDIARIES’ ASSETS, OR AS TO THE WORKMANSHIP THEREOF, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT, IT BEING UNDERSTOOD THAT SUCH SUBJECT ASSETS ARE BEING ACQUIRED “AS IS, WHERE IS” ON THE CLOSING DATE, AND IN THEIR PRESENT CONDITION, AND PARENT SHALL RELY ON ITS OWN EXAMINATION AND INVESTIGATION THEREOF. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV HEREOF (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) OR ANY CERTIFICATE DELIVERED PURSUANT TO SECTION 7.2(C), THE COMPANY HEREBY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE

LAW, FOR ANY REPRESENTATION, WARRANTY, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO PARENT OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO PARENT BY ANY STOCKHOLDER, DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT, OR REPRESENTATIVE OF THE COMPANY OR ANY OF ITS AFFILIATES). THE COMPANY DOES NOT MAKE NOR HAS IT MADE ANY REPRESENTATIONS OR WARRANTIES TO PARENT REGARDING ANY PROJECTION OR FORECAST REGARDING FUTURE RESULTS OR ACTIVITIES OR THE PROBABLE SUCCESS OR PROFITABILITY OF THE COMPANY OR ITS SUBSIDIARIES. NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THE FOREGOING, NOTHING IN THIS SECTION 4.27 SHALL LIMIT ANY RIGHTS AVAILABLE TO PARENT FOR A CLAIM FOR FRAUD.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF AON, PARENT AND MERGER SUB

Except as set forth in the Parent Disclosure Schedule, Aon, Parent and Merger Sub represent and warrant to the Company as follows:

Section 5.1 Organization, Standing and Power. Each of Aon, Parent and Merger Sub is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation. Each of Aon, Parent and Merger Sub (a) has all requisite power and authority to own and lease its assets and to operate its business as the same are now being owned, leased and operated and (b) is duly qualified or licensed to do business as a foreign entity in, and is in good standing in, each jurisdiction in which the nature of its business or its ownership of its properties requires it to be so qualified or licensed, except, in the case of clause (b), where the failure to be so qualified, licensed or in good standing would not reasonably be expected to materially impair or delay Aon’s, Parent’s or Merger Sub’s ability to perform its respective obligations under this Agreement or consummate the transactions contemplated hereby. Parent has made available to the Company true and complete copies of the organizational documents, as currently in effect, for Aon, Parent and Merger Sub. Aon, Parent and Merger Sub are not in default (with or without notice or the lapse of time, or both) under, or in breach or violation of, any provision of their respective certificates of incorporation and bylaws or comparable governing documents, except as would not reasonably be expected to materially impair or delay Aon’s, Parent’s or Merger Sub’s ability to perform its respective obligations under this Agreement or consummate the transactions contemplated hereby.

Section 5.2 Authority; Execution and Delivery; Enforceability.

(a) Each of Aon, Parent and Merger Sub possesses all requisite legal right, power and authority to execute, deliver and perform this Agreement, and to consummate the transactions contemplated herein. The execution, delivery and performance by Aon, Parent and Merger Sub of this Agreement and the consummation by Aon and Parent of the transactions contemplated hereby have been duly and validly authorized by all requisite corporate action on the part of Aon, Parent and Merger Sub, as applicable, and no other corporate proceeding on the part of Aon, Parent or Merger Sub is necessary to authorize this Agreement or to consummate the transactions contemplated hereby.

(b) This Agreement has been duly executed and delivered by each of Aon, Parent and Merger Sub and, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes the legal, valid and binding obligation of each of Aon, Parent and Merger Sub, enforceable in accordance with its terms, except as such enforcement may be limited by the Enforceability Exceptions.

Section 5.3 No Conflicts; Consents.

(a) Assuming all Governmental Filings and waiting periods described in or contemplated by Section 4.4(b) and Section 5.3(b) have been obtained or made, or have expired, as applicable, the execution, delivery and performance of this Agreement by Aon, Parent and Merger Sub and the consummation thereby of the transactions contemplated hereby will not (i) violate any applicable Law to which Aon, Parent or Merger Sub is subject, (ii) conflict with, result in a violation or breach of, or constitute a default under, result in the acceleration, revocation, suspension, limitation, termination or cancellation of, or loss of a benefit under, or create in any party the right to accelerate, revoke, suspend, limit, terminate or cancel any Contract to which Aon, Parent, Merger Sub or any of their Subsidiaries is a party or by which any of their respective properties, rights or assets is bound, (iii) result in the creation of any Encumbrance upon any of the properties, rights or assets of Aon, Parent or Merger Sub or any of their Subsidiaries, other than Permitted Encumbrances, or (iv) materially conflict with or result in any material breach or violation of, or a material default (with or without notice or lapse of time, or both) under the certificate of incorporation or bylaws or comparable governing documents of Aon, Parent, Merger Sub or any of their Subsidiaries, other than, in the case of clauses (i), (ii) and (iii) above, any such violations, conflicts, breaches, defaults, accelerations, revocations, suspensions, limitations, terminations, cancellations, benefits or rights that would not reasonably be expected to materially impair or delay Aon’s, Parent’s or Merger Sub’s ability to perform its respective obligations under this Agreement or consummate the transactions contemplated hereby.

(b) No Governmental Filings are required to be obtained or made by Aon, Parent or Merger Sub in connection with the execution, delivery and performance of this Agreement by Aon, Parent or Merger Sub or the consummation by Aon, Parent or Merger Sub of the transactions contemplated hereby except (i) compliance with and filings under the HSR Act, (ii) Governmental Filings set forth on Section 5.3(b) of the Parent Disclosure Schedule, (iii) filing of the Certificate of Merger with the Secretary of State of the State of Delaware and (iv) such other Governmental Filings, the failure of which to be obtained or made would not reasonably be expected to materially impair or delay Aon’s, Parent’s or Merger Sub’s ability to perform its respective obligations under this Agreement or consummate the transactions contemplated hereby.

Section 5.4 Proceedings. As of the date hereof, there are no Actions of any kind whatsoever, at Law or in equity, pending, or to the Knowledge of Parent, threatened in writing against Aon, Parent, Merger Sub or any of their Subsidiaries that would reasonably be expected to materially impair or delay Aon’s, Parent’s or Merger Sub’s ability to perform its respective obligations under this Agreement or consummate the transactions contemplated hereby. None of Aon, Parent, Merger Sub or any of their Subsidiaries is subject to any Governmental Order or is in breach or violation of any Governmental Order, except as would not reasonably be expected to materially impair or delay Aon’s, Parent’s or Merger Sub’s ability to perform its respective obligations under this Agreement or consummate the transactions contemplated hereby.

Section 5.5 Ownership and Operations. Parent owns of record and beneficially owns all outstanding shares of capital stock of Merger Sub. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated hereby, and has engaged in no other business or other activities or incurred any liabilities, other than in connection with or as contemplated in this Agreement.

Section 5.6 Brokers and Finders. No agent, broker, investment banker, financial advisor or other Person is or will become entitled to receive any commission, brokerage, finder’s fee or other similar compensation in connection with the consummation of the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Aon or Parent for which the Company could have any liability prior to Closing.

Section 5.7 Sufficiency of Funds. Aon and Parent have, or will have prior to the Closing, sufficient cash, available lines of credit or other sources of immediately available funds to enable them to make all payments contemplated to be made by or on behalf of Parent pursuant to this Agreement and all fees, costs and expenses payable by Parent at the Closing in connection with the transactions contemplated by this Agreement. Each of Aon, Parent and Merger Sub affirms that it is not a condition to the Closing or any of its other obligations under this Agreement that Parent, Merger Sub or any of their Affiliates obtain any financing for or related to any of the transactions contemplated hereby.

Section 5.8 Solvency. Assuming that the conditions to the obligation of Parent and Merger Sub to consummate the Merger set forth in Section 7.1 and Section 7.2 have been satisfied or waived, then immediately following the Effective Time and after giving effect to all of the transactions contemplated by this Agreement, the payment of the aggregate consideration to which the stockholders and other equity holders of the Company are entitled under Article III, funding of any obligations of the Surviving Corporation or its Subsidiaries which become due or payable by the Company and its Subsidiaries in connection with, or as a result of, the Merger and payment of all related fees and expenses, the Surviving Corporation and each of its Subsidiaries will not: (i) be insolvent (either because its financial condition is such that the sum of its debts, including contingent and other liabilities, is greater than the fair market value of its assets or because the fair saleable value of its assets is less than the amount required to pay its probable liability on its existing debts, including contingent and other liabilities, as they mature), (ii) have unreasonably small capital for the operation of the businesses in which it is engaged or proposed to be engaged or (iii) have incurred debts, or be expected to incur debts, including contingent and other liabilities, beyond its ability to pay them as they become due.

Section 5.9 Regulatory Matters.

(a) None of Parent, any Subsidiary of Parent or, to the Knowledge of Parent, any of their respective directors, officers, Affiliates or employees who will become, as a result of the Merger, “persons associated” (as defined in Section 202(a)(17) of the Investment Advisers Act) with the Adviser Subsidiary is ineligible pursuant to Section 203 of the Investment Advisers Act to serve as a registered investment adviser or “a person associated” with a registered investment adviser, and there is no Action pending or served by any Governmental Entity which would result in the ineligibility of Parent, or any Subsidiary of Parent or, to the Knowledge of Parent, any of their respective directors, officers, Affiliates or employees who will become, as a result of the Merger, “persons associated” with the Adviser Subsidiary to serve in any such capacity, except, in each case, where any such ineligibility or Action would not reasonably be expected to materially impair or delay Parent’s or Merger Sub’s ability to perform its respective obligations under this Agreement or consummate the transactions contemplated hereby.

(b) None of Parent, any Subsidiary of Parent or, to the Knowledge of Parent, any of their respective directors, officers, Affiliates or employees who will become, as a result of the Merger, “associated persons” (within the meaning of Section 3(a)(18) of the Exchange Act) of the Broker-Dealer Subsidiary (i) is ineligible to be an “associated person” of a broker-dealer under Section 15(b) of the Exchange Act, including with respect to any act committed or omitted by such Person that occurred prior,

or subsequent, to such Person becoming such an “associated person”, (ii) is subject to a “statutory disqualification” (as such term is defined in Section 3(a)(39) of the Exchange Act), (iii) is subject to a determination that such Person does not meet the standards of FINRA Rule 1014(a) due to any of the events set forth in FINRA Rule 1014(a)(3)(A), (C), (D), (F) and (G), or (iv) is subject to a disqualification under Rule 506(d) of the Securities Act. There is no Action pending or served by any Governmental Entity which would reasonably be expected to result in the circumstances described in clauses (i) – (iv) of the previous sentence with respect to Parent, any Subsidiary of Parent or, to the Knowledge of Parent, any of their respective directors, officers, Affiliates or employees who will become, as a result of the Merger, “associated persons” of the Broker-Dealer Subsidiary, except, in each case, where any such circumstances or Action would not reasonably be expected to materially impair or delay Parent’s or Merger Sub’s ability to perform its respective obligations under this Agreement or consummate the transactions contemplated hereby.

Section 5.10 Disclaimer of Warranties. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS ARTICLE V (AS MODIFIED BY THE PARENT DISCLOSURE SCHEDULE) OR ANY CERTIFICATE DELIVERED PURSUANT TO SECTION 7.3(C), AURORA, PARENT AND MERGER SUB EXPRESSLY DISCLAIM ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, AS TO THE CONDITION, VALUE OR QUALITY OF AURORA, PARENT AND MERGER SUB, THEIR RESPECTIVE SUBSIDIARIES OR AURORA’S, PARENT’S OR MERGER SUB’S OR THEIR RESPECTIVE SUBSIDIARIES’ ASSETS, AND AURORA, PARENT AND MERGER SUB SPECIFICALLY DISCLAIM ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO AURORA’S, PARENT’S, MERGER SUB’S OR THEIR RESPECTIVE SUBSIDIARIES’ ASSETS, OR AS TO THE WORKMANSHIP THEREOF, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT, AND THE COMPANY SHALL RELY ON ITS OWN EXAMINATION AND INVESTIGATION THEREOF. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE V HEREOF (AS MODIFIED BY THE PARENT DISCLOSURE SCHEDULE) OR ANY CERTIFICATE DELIVERED PURSUANT TO SECTION 7.3(C), AURORA, PARENT AND MERGER SUB HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, FOR ANY REPRESENTATION, WARRANTY, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE COMPANY OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO THE COMPANY BY ANY STOCKHOLDER, DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT, OR REPRESENTATIVE OF PARENT OR ANY OF ITS AFFILIATES). AURORA, PARENT AND MERGER SUB DO NOT MAKE NOR HAVE THEY MADE ANY REPRESENTATIONS OR WARRANTIES TO THE COMPANY REGARDING ANY PROJECTION OR FORECAST REGARDING FUTURE RESULTS OR ACTIVITIES OR THE PROBABLE SUCCESS OR PROFITABILITY OF AURORA, PARENT, MERGER SUB OR THEIR RESPECTIVE SUBSIDIARIES. NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THE FOREGOING, NOTHING IN THIS SECTION 5.10 SHALL LIMIT ANY RIGHTS AVAILABLE TO THE COMPANY FOR A CLAIM FOR FRAUD.

ARTICLE VI

COVENANTS

Section 6.1 Conduct of the Company’s Business.

(a) Except (x) for Permitted Interim Leakage and other matters set forth in Section 6.1 of the Company Disclosure Schedule, (y) for matters expressly contemplated or required by the terms of this Agreement or (z) as required by applicable Law, in each case, from the date of this Agreement to the earlier of the Effective Time and the termination of this Agreement in accordance with Article VIII, the Company shall, and shall cause each of its Subsidiaries to, use its commercially reasonable efforts to conduct their respective businesses in the ordinary course of business consistent with past practice in all material respects, to keep intact their respective businesses in all material respects, to preserve their material relationships with employees, clients, vendors, suppliers and lessors with whom they currently deal in all material respects; provided, however, that no action by the Company or any of its Subsidiaries with respect to matters specifically addressed by any provision of Section 6.1(b) below shall be deemed a breach of this Section 6.1(a) unless such action would constitute a breach of such specific provision of Section 6.1(b) below.

(b) In addition to (and without limiting the generality of) the foregoing, except (x) for Permitted Interim Leakage and other matters set forth in Section 6.1 of the Company Disclosure Schedule, (y) as expressly required by the terms of this Agreement or (z) as required by applicable Law, in each case, from the date of this Agreement to the earlier of the Effective Time and the termination of this Agreement in accordance with Article VIII, the Company shall not, and shall not permit any of its Subsidiaries to, do any of the following without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned):

(i) amend its certificate of incorporation or bylaws or similar governing instruments;

(ii) other than as required pursuant to the terms of any Company Benefit Plans in effect as of the date of this Agreement, (A) increase (or commit to increase) the compensation of any of its directors, officers, employees or other individual service providers or advisors other than in the ordinary course of business consistent with past practices as to any employee or individual service provider that is neither (x) an Executive Officer nor (y) a Person whose annual base salary, annual draw or aggregate of annual base salary and annual draw, in each case, in effect as of the date of this Agreement, exceeds $350,000 per annum (each such director, officer, employee or individual service provider, an “Excluded Person”), but excluding any increase to a Producer’s draw as a result of an increase in the size of such Producer’s book of business in the ordinary course of business consistent with past practice, (B) establish, adopt, enter into, materially amend or terminate any Company Benefit Plan or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Company Benefit Plan if it were in existence as of the date of this Agreement (other than (I) as permitted by clause (A) above or (II) to conduct its annual renewal and reenrollment of its health and welfare plans in the ordinary course of business), (C) grant (or commit to grant) any form of incentive compensation, change of control, transaction, retention, severance, termination or similar payments to any of its directors, officers, employees or other individual service providers or advisors, (D) accelerate the payment, right to payment or vesting of any compensation or benefits, including any outstanding Company Restricted Stock or Company

Options, other than as contemplated by this Agreement, or forgive any outstanding loans or indebtedness with respect to any of its directors, officers, employees or other individual service providers or advisors, (E) provide (or commit to provide) any new rights to draws or other advances of compensation (including bonuses) to any director, employee or other individual service provider or advisor, other than (i) in connection with any new hire permitted under Section 6.1(b)(iii), (ii) any increase to a Producer’s draw as a result of an increase in the size of such Producer’s book of business in the ordinary course of business consistent with past practice or (iii) with respect to an Excluded Person so long as the amount or rates of such new rights for any such Excluded Person are consistent with past practice and at market levels for similarly situated directors, employees or other individual service providers or advisors, or (F) provide (or commit to provide) any modifications (including buydowns) of any commission model (including rate on the commission structure or minimum account thresholds) for (1) any director, employee or other individual service providers or advisors or (2) Producers whose commission structure will materially deviate from the compensation set forth in the standard form(s) of agreement for Producers set forth in Section 4.14(a) of the Company Disclosure Schedule; provided, however, that the foregoing clauses (A), (B), (C), and (F)(1) shall not prohibit any entry into or amendments of any employment and consulting arrangements with Excluded Persons in connection with promotions, new hires or the engagements of new individual non-employee service providers in the ordinary course of business consistent with past practice and which provides for market levels of compensation or fees unless it would result in such individual ceasing to be an Excluded Person;

(iii) hire or engage any director, employee or other individual service provider or advisor (A) who will be an Executive Officer, (B) who will not be an Excluded Person, (C) who will be eligible for a severance package in excess of $350,000 (or in the case of a Producer, will be eligible for a severance package providing in excess of twelve months of commission continuation), (D) who will receive target incentives (other than production/commission determined in accordance with the standard commission models of the Company and its Subsidiaries and any compensation tied to such Person’s book of business that is consistent with market levels of compensation and the Company’s past practice) that exceed 50% of annual base compensation or (E) who will receive a sign-on, retention or similar package that exceeds 50% of annual base compensation in total (excluding any compensation tied to such Person’s book of business that is consistent with market levels of compensation and the Company’s past practice);

(iv) terminate any director, employee or other individual service provider or advisor who is an Executive Officer of the Company or any of its Subsidiaries or who is not an Excluded Person, other than terminations for cause (as reasonably determined by the Company);

(v) incur, assume, guarantee or otherwise become liable for (whether directly, contingently or otherwise) any Indebtedness for borrowed money or issue any debt securities, other than (A) Indebtedness between the Company and its Subsidiaries, (B) borrowings under the revolving credit facility under the Credit Facility in an amount not to exceed $25,000,000, (C) short-term borrowings incurred in the ordinary course of business consistent with past practice, (D) purchase money financings and capital leases entered into in the ordinary course of business consistent with past practice or (E) business expense advances in the ordinary course of business consistent with past practice to employees of the Company or any of its Subsidiaries;

(vi) create, cause or permit to exist any Encumbrance on any of the assets or properties (excluding any Intellectual Property, which is separately addressed in Section 6.1(b)(xii)) of the Company and its Subsidiaries (except for Permitted Encumbrances), other than as required by Credit Facility, Senior Notes or other instruments of indebtedness existing as of the date hereof or any Indebtedness incurred after the date hereof permitted in accordance with Section 6.1(b)(v);

(vii) make any loans, advances or capital contributions to, or investments in, any other Person, other than (A) loans to or investments in the Company or its Subsidiaries; (B) trade credit in the ordinary course of business consistent with past practice, (C) draws on commissions in the ordinary course of business consistent with past practice that are permitted under Section 6.1(b)(ii) or (D) employee loans or advances made following January 1, 2027 pursuant to the Employee Loan Program in the ordinary course of business consistent with past practice;

(viii) make any material change in accounting methods, other than as required by GAAP (or any interpretation thereof), including pursuant to standards, guidelines and interpretations of the Financial Accounting Standards Board or any similar organization, any Governmental Entity, or applicable Law (or any interpretation thereof);

(ix) (A) make (other than in the ordinary course of business), change or revoke any material Tax election, (B) adopt or change any accounting method with respect to material Taxes, other than as required by GAAP (or any interpretation thereof), including pursuant to standards, guidelines and interpretations of the Financial Accounting Standards Board or any similar organization, (C) consent to any extension or waiver of the limitations period applicable to any material Tax claim or assessment, (D) prepare any material Tax Return in a manner materially inconsistent with past practice, except to the extent contemplated by this Agreement (and provided that this clause (D) shall not apply to matters on which the Company and its Subsidiaries do not have a past practice), (E) amend, refile or otherwise modify any previously filed material Tax Return, or forgo the right to any amount of any material Tax asset, attribute, refund or rebate, (F) enter into or terminate any closing agreement, voluntary disclosure agreement, or similar agreement with a Tax Authority with respect to material Taxes (G) settle or compromise any material claim, controversy or litigation relating to Taxes;

(x) acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or Person or division thereof, other than any acquisitions or purchases of assets in the ordinary course of business consistent with past practice where the amount paid does not exceed $2,500,000 individually or $7,500,000 in the aggregate;

(xi) sell, assign, transfer, lease, sublease, license, abandon or otherwise dispose of any of the properties, rights or assets (excluding any Intellectual Property, which is separately addressed in Section 6.1(b)(xii)) of the Company and its Subsidiaries, other than (A) properties, rights or assets having a value not in excess of $2,500,000 individually or $7,500,000 in the aggregate, (B) the sale, license or disposition of assets that are no longer used or useful in the business of the Company and its Subsidiaries, if in the ordinary course of business consistent with past practice, (C) pursuant to Contracts in force at the date of this Agreement or (D) pursuant to transactions solely among the Company and its wholly owned Subsidiaries;

(xii) sell, assign, transfer, lease, license, abandon, allow to lapse or expire or otherwise dispose of or subject to any Encumbrance (other than any Permitted Encumbrance), in a single transaction or a series of related transactions, any Company IP, except (A) the lapse or abandonment of immaterial Company IP in the ordinary course of business consistent with past practice, (B) at the end of an item of Company Registered IP’s maximum statutory term or (C) for non-exclusive licenses granted to a client, service provider or supplier of the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice;

(xiii) settle or compromise any Action against the Company or any of its Subsidiaries, other than (A) settlements or compromises of litigation where the amount paid (I) does not exceed $1,000,000 individually or $4,000,000 in the aggregate or (II) is reserved against in full on the Locked Box Balance Sheet and (B) such settlement or compromise does not impose any material restrictions on the business or operations of the Company or its Subsidiaries;

(xiv) (A) cancel, terminate, modify in any manner materially adverse to the Company, transfer or assign to a Person other than the Company or a wholly owned Subsidiary thereof, or waive any material rights of the Company or its Subsidiaries under, any Company Material Contract or Lease (excluding terminations upon expiration of the term thereof) or (B) renew or enter into any Company Material Contract or Lease other than in the ordinary course of business consistent with past practice;

(xv) manage working capital other than in the ordinary course of business consistent with past practice; provided that the Company and its Subsidiaries will not incur any liabilities that the Company reasonably believes will, after giving effect to thereto, result in the Company or any of its Subsidiaries having insufficient working capital to ensure the continued operation of the business of the Company and its Subsidiaries in the ordinary course, taken as a whole;

(xvi) make any capital expenditures or commitments therefor, or incur liabilities in respect thereof, in excess of (A) for fiscal year 2026, 110 % of the monetary amount set forth in Section 6.1(b)(xvi)(A) of the Company Disclosure Schedule and (B) for fiscal year 2027, the pro rata amount (such pro rata amount determined by dividing the actual number of days elapsed in fiscal year 2027 prior to the Closing Date by 365) of 120% of the monetary amount set forth in Section 6.1(b)(xvi)(B) of the Company Disclosure Schedule;

(xvii) enter into any new business line outside of the existing business lines of the Company and its Subsidiaries as of the date of this Agreement or exit any of the existing business lines of the Company and its Subsidiaries as of the date of this Agreement;

(xviii) issue, reclassify, combine, split, subdivide or redeem, or purchase or otherwise acquire, directly or indirectly, any of its capital stock, other than (A) pursuant to the exercise of Company Options issued and outstanding as of the date hereof (including the withholding of Equity Interests of the Company in connection with the “net exercise” of any such Company Options), (B) any repurchase or redemption (including any payment with respect thereto) of Equity Interests of the Company by the Company or any of its Subsidiaries in connection with the termination or other exit event of any Company Employee or other individual service provider of the Company or any of its Subsidiaries (x) if the repurchase price is equal to Cost (as defined in the MSA), or (y) in connection with the expiration of the applicable repurchase or redemption period set forth in the MSA, and in either case, in accordance with the terms and conditions of the MSA in effect as of the date of this Agreement, and (C) any true-up, make-whole or similar payment required to be made pursuant to Section 5(a)(iii) of the MSA in effect as of the date of this Agreement;

(xix) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation or recapitalization of the Company or any of its Subsidiaries;

(xx) authorize, declare, set aside, distribute or otherwise pay any dividend, distribution, profits or assets (whether in cash or in kind, including by way of setoff or offset) or return of capital, except by a wholly-owned Subsidiary of the Company to the Company or another wholly-owned Subsidiary of the Company;

(xxi) make any payments or incur any liabilities constituting Leakage; or

(xxii) authorize any of, or commit or agree to take, whether in writing or otherwise, any of, the foregoing actions.

(c) Nothing contained in this Agreement shall give Parent, directly or indirectly, any right to control or direct the operations of the Company and its Subsidiaries prior to the Closing. Prior to the Closing, each of the Company and its Subsidiaries shall exercise, consistent with the other terms and conditions of this Agreement, complete control and supervision over their respective businesses.

Section 6.2 Employment Matters.

(a) During the one-year period following the Closing (or, if shorter, during a Continuing Employee’s period of employment), Parent shall, and shall cause its Affiliates to, provide each Company Employee who continues in employment with the Company, Parent or one of its Affiliates following the Effective Time (each, a “Continuing Employee”) with (i) a base salary or base rate of pay and a target annual cash incentive compensation opportunity that, in each case, is no less favorable than the base salary or base rate of pay and the target annual cash incentive compensation opportunity provided to such Continuing Employee immediately prior to the Closing, (ii) severance or termination payments and benefits that are no less favorable than those provided to such Continuing Employee immediately prior to Closing, and (iii) retirement, health and welfare and other employee benefits (excluding, for clarity, defined benefit pension benefits, retiree medical or welfare benefits, nonqualified deferred compensation, transaction, change of control or retention bonuses, equity-based compensation and other special or one-time payments) that are substantially comparable in the aggregate to those provided to such Continuing Employee immediately prior to Closing.

(b) With respect to the Company fiscal year in which the Closing occurs (the “Closing Year”), Parent shall, or shall cause the Surviving Corporation and their respective Subsidiaries, as applicable, to assume the Company’s obligation to pay, and to pay, to each Continuing Employee who is eligible to receive an annual cash incentive bonus for the Closing Year under the terms of any Company Benefit Plan in effect as of the Closing Date and who remains employed on the applicable payment date, the full amount of any Closing Year Bonus that is earned by such Continuing Employee under the terms of the applicable Company Benefit Plan (which shall be maintained during the Closing Year in the same form and subject to the same terms and conditions) based on actual achievement of the applicable performance goals, as determined by Parent in accordance with the terms of such plan, using a methodology that is consistent with the Company’s historic practice for determining performance achievement in respect of

annual bonuses, and after giving appropriate effect to the transactions contemplated hereby as reasonably determined by Parent (each such bonus, a “Closing Year Bonus”), at such time as the Company has historically paid annual bonuses, but in no event later than March 15 immediately after the end of the Closing Year; provided, that the applicable Company Benefit Plans providing for such Closing Year Bonuses shall be administered post-Closing consistent with the rules and principles in effect thereunder as of the Closing.

(c) For purposes of determining eligibility, vesting, participation and benefit accrual under Parent’s or its Affiliates’ plans or programs providing employee benefits (including, without limitation, severance) to Continuing Employees after the Closing Date (the “Parent Plans”), each Continuing Employee shall be credited with his or her years of service with the Company (and if any, its predecessors) prior to the Closing Date to the same extent as such credit would not result in any duplication of benefits, and other than for benefit accrual purposes under any defined benefit pension plans, retiree medical or welfare plans or frozen or discontinued plans. In addition, Parent or its Affiliates shall use commercially reasonable efforts to cause (i) each Continuing Employee to be immediately eligible to participate, without any waiting time, in any and all Parent Plans to which such Continuing Employee is eligible to participate, (ii) all pre-existing condition exclusions and actively-at-work requirements of such Parent Plan to be waived for such Continuing Employee and his or her covered dependents (except to the extent that such exclusions or actively-at-work requirements applied to the Continuing Employee under comparable Company Benefit Plans) and (iii) any co-payments, deductibles and other eligible expenses incurred by such Continuing Employee or his or her covered dependents during the plan year in which the Closing occurs to be credited for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents during the plan year in which the Closing occurs under each comparable Parent Plan (to the extent such credit would have been given under comparable Company Benefit Plans prior to Closing).

(d) If directed in writing by Parent no later than ten days prior to the Closing Date, the Company (or, if appropriate, any committee thereof administering the NQDC Plan (as defined below)) shall adopt such resolutions (which resolutions shall be provided to Parent or its counsel for Parent’s review and comment, and the Company shall consider all reasonable comments reasonably promptly provided by Parent) and take such other actions as may be required to provide that, with respect to the USI, Inc. Deferred Compensation Plan (the “NQDC Plan”), (i) participation following the Closing Date shall be limited to those employees who participate in the NQDC Plan as of the Closing Date and (ii) participants in the NQDC Plan as of the Closing Date may not modify existing, or make new, deferral elections following the Closing Date. If so directed in writing by Parent, prior to the Closing Date, the Company shall provide Parent with executed resolutions of the Company (or the appropriate committee) authorizing the foregoing actions.

(e) If directed in writing by Parent no later than twenty days prior to the Closing Date, the Company (or, if appropriate, any committee thereof administering the Employee Loan Program and the Employee Repurchase Program) shall adopt such resolutions (which resolutions shall be provided to Parent or its counsel for Parent’s review and comment, and the Company shall consider all reasonable comments reasonably promptly provided by Parent) and take such other actions as may be required to terminate, effective at least one day prior to the Closing Date, the Employee Loan Program and the Employee Repurchase Program.

(f) Between the date of this Agreement and the Closing Date, (i) the Company shall cooperate in good faith with Parent to implement the retention programs (which will be effective following Closing) previously communicated to the Company for the benefit of select Company Employees selected by Parent in consultation with the Company’s Chief Executive Officer, and (ii) the Company shall, and shall cause its Subsidiaries to, coordinate with Parent with respect to the dissemination of all internal and external communications and announcements and any agreements relating to such retention programs.

(g) Nothing contained in this Agreement, express or implied, shall be construed to (i) establish, amend, or modify any benefit or compensation plan, program, agreement or arrangement or (ii) prohibit or limit the ability of Parent, the Company or any of their respective Affiliates to establish, amend, modify or terminate any benefit or compensation plan, program, agreement or arrangement (including any Company Benefit Plan or Parent Plan). The parties hereto acknowledge and agree that the terms set forth in this Section 6.2 shall not create any right in any Continuing Employee or any other Person to any continued employment or service with the Company, Parent or any of their respective Affiliates, successors, or assigns, or create any third-party rights for any Continuing Employee or any other Person.

Section 6.3 Publicity. Parent and Merger Sub, on the one hand, and the Company, on the other hand, agree that no public release or announcement concerning the terms of the transactions contemplated hereby shall be issued by any party without the prior written consent of the other party (and, in the case that Parent and Parent and Merger Sub, on the one hand, and the Company, on the other hand, agree to issue a joint press release, such press release issued shall be mutually acceptable to both parties), except such release or announcement as may be required by Law or the rules and regulations of any stock exchange upon which the securities of one of the Company’s Affiliates or Parent or one of its Affiliates are listed, in which case the party required to make the release or announcement shall use commercially reasonable efforts to consult with the other party in advance of such issuance; provided, however, that (i) the Securityholder Representative and the Company are permitted to disclose the status and terms of this Agreement and the transactions contemplated hereby to their (or the Sponsors’) direct or indirect actual and prospective limited partners, employees and investors (who are subject to customary confidentiality arrangements) in connection with their ordinary course fundraising, marketing and reporting activities; (ii) KKR & Co. Inc. is permitted to make public statements or disclosures (including investor presentations) to its stockholders regarding the effect of the transactions on KKR & Co. Inc. and its Affiliates, including with respect to their respective businesses and financial projections, as it determines in its reasonable discretion is reasonably appropriate; (iii) Parent, the Securityholder Representative and the Company are permitted to (A) disclose the terms of the transactions contemplated hereby to the extent the disclosure is consistent in all material respects with previous press releases, public disclosures or public statements made by a party in accordance with this Agreement, and (B) disclose the status and terms of this Agreement and the transactions contemplated hereby in connection with the enforcement by such party of any term or provision of this Agreement and exercise of their rights related thereto, subject to and in accordance with the terms set forth in Section 6.4; and (iv) the Company is permitted to report and disclose the status of this Agreement and the transactions contemplated hereby pursuant to a Current Report on Form 8-K filed thereby in accordance with the requirements of its Senior Notes.

Section 6.4 Confidentiality. Parent acknowledges that the information provided to it and its Representatives in connection with this Agreement and the transactions contemplated hereby are subject to the terms of the confidentiality agreement between Aon Corporation and USI Insurance Services LLC, dated as of July 11, 2026 (as amended or modified from time to time, the “Confidentiality Agreement”). The terms of the Confidentiality Agreement, including as modified and supplemented by the following sentence, are hereby incorporated by reference and shall survive any termination of this Agreement in accordance with its terms. It is acknowledged and agreed that, to the extent that this Agreement is in full force and effect at such time, all obligations under the Confidentiality Agreement that are contemplated to terminate or expire as of eighteen months or two years following the date thereof shall be deemed to continue in full force and effect until the valid termination of this Agreement. The Confidentiality Agreement shall terminate at the Effective Time.

Section 6.5 Access to Information. Prior to the Closing Date and subject to applicable Laws and Section 6.4, Parent shall be entitled, through its officers, employees, Representatives (including its legal advisors and accountants) and any insurers and underwriters in respect of the R&W Insurance Policy, to have such access to the properties, businesses and operations of the Company and its Subsidiaries and such examination of the books and records of the Company and its Subsidiaries as it reasonably requests upon reasonable advance written notice in connection with Parent’s efforts to consummate the transactions contemplated by this Agreement. Any such access and examination shall be conducted during regular business hours and under circumstances that do not unreasonably interfere with the normal operations of the business and shall be subject to restrictions under applicable Law. The Company shall cause the officers, employees, consultants, agents, accountants, attorneys and other Representatives of the Company and its Subsidiaries to cooperate with Parent and Parent’s Representatives in connection with such access and examination, and Parent and its Representatives shall cooperate with the Company and its Representatives and shall use their commercially reasonable efforts to minimize any disruption to the business of the Company and its Subsidiaries. Any disclosure during such investigation by the Company or its Representatives shall not constitute any enlargement or additional representation or warranty of the Company beyond those specifically set forth in Article IV. Notwithstanding anything herein to the contrary, no such access or examination shall be permitted to the extent that it (i) relates to interactions with other prospective buyers of the Company or any of its Subsidiaries or the negotiation of this Agreement and the transactions contemplated hereby, (ii) would unreasonably disrupt the operations of the Company or any of its Subsidiaries or (iii) would require the Company or any of its Subsidiaries to disclose information that, in the reasonable judgment and good faith of counsel to the Company, is subject to attorney-client privilege or the access to which would reasonably be likely to conflict with any applicable Law or confidentiality obligations to which the Company or any of its Subsidiaries is bound (provided that, with respect to this clause (iii), the Company shall use commercially reasonable efforts to provide Parent with access to such information to the fullest extent practicable without risking loss of privilege or protections under, or risking a violation of, such applicable Law or confidentiality obligation) (the limitations set forth in clauses (ii) and (iii), the “Access Limitations”).

Section 6.6 Reasonable Best Efforts.

(a) Each of the parties hereto shall use their reasonable best efforts to take, or cause to be taken, all action, and to do, or cause to be done as promptly as practicable, all things necessary, proper and advisable, to consummate and make effective as promptly as practicable the transactions contemplated hereby, including: (i) the satisfaction of the conditions precedent to the obligations of any of the parties hereto; (ii) the obtaining of applicable consents, waivers or approvals of any Governmental Entities or third parties, including the consent of each Advisory Client as described in Section 6.14; (iii) the defending of any Actions challenging this Agreement or the performance of the obligations hereby; and (iv) the execution and delivery of such instruments, and the taking of such other actions, as the other party may reasonably require in order to carry out the intent of this Agreement. Subject to appropriate confidentiality protections, each party hereto shall furnish to the other parties such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing.

(b) Each of the parties hereto shall cooperate with one another and use their reasonable best efforts to prepare all necessary documentation (including furnishing all information required under any applicable Competition Laws and Insurance Laws) to effect promptly all necessary filings with any Governmental Entity and to obtain all consents, waivers and approvals of any Governmental Entity necessary to consummate the transactions contemplated hereunder. Each party hereto shall provide to the other parties copies of all substantive correspondence between it (or its advisors) and any Governmental Entity relating to the transactions contemplated by this Agreement or any of the matters described in this Section 6.6. Each of the parties hereto shall promptly inform the other of any substantive oral communication with, and provide copies of any written communications with, any Governmental Entity regarding any such filings or any such transaction, unless prohibited by reasonable request of any Governmental Entity. No party hereto shall independently participate in any meeting or substantive conference call with any Governmental Entity in respect of any such filings, investigation or other inquiry without giving the other party prior notice of the meeting or substantive conference call and, to the extent permitted by such Governmental Entity, the opportunity to attend or participate. To the extent permissible under applicable Law, the parties hereto will consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the Competition Laws and Insurance Laws; provided that such materials may be redacted as necessary to remove references concerning the valuation of the Company or the Company’s consideration of other transactions or to otherwise comply with applicable Law. The parties hereto may, as they deem advisable, designate any competitively sensitive materials provided to the other under this Section 6.6(b) or any other section of this Agreement as “outside legal counsel only.” Such materials and the information contained therein shall be given only to outside legal counsel of the recipient and will not be disclosed by such legal counsel to employees, officers, or directors of the recipient without the advance written consent of the party providing such materials.

(c) Without limiting the generality of the undertakings pursuant to this Section 6.6, the parties hereto shall provide or cause to be provided (including by their “Ultimate Parent Entities” as that term is defined in the HSR Act) as promptly as reasonably practicable to any Governmental Antitrust Entity information and documents requested by such Governmental Antitrust Entity or necessary, proper or advisable to permit consummation of the transactions contemplated by this Agreement, including filing any notification and report form and related material required under the HSR Act as promptly as reasonably practicable after the date hereof (but in any event no later than twenty Business Days after the date hereof (and promptly after such filing, provide a copy of such HSR Act filing to any other United States Governmental Entity as required by applicable Law)), and thereafter to respond as promptly as reasonably practicable to any request for additional information or documentary material that may be made under the HSR Act regarding preacquisition notifications for the purpose of competition reviews. Parent shall (and shall cause its Ultimate Parent Entities to) request, to the extent such option is available, that the filings made by it under the HSR Act to be considered for grant of “early termination,” and make any further filings pursuant thereto that may be necessary, proper, or advisable in connection therewith. Subject to the last sentence of this paragraph, neither Parent nor the Company shall commit to or agree with any Governmental Entity to stay, toll or extend any applicable waiting period, or “pull and refile,” pursuant to 16 C.F.R. 803.12 the filing made under the HSR Act, or enter into a timing agreement, including any agreement to delay the consummation or not to consummate the transactions contemplated hereby, with any Governmental Entity without the prior written consent of the other party. Parent shall be responsible only for filing fees applicable to Parent or its Ultimate Parent Entities under the HSR Act and under any such other Laws or regulations applicable to Parent. Parent and the Company shall jointly develop, determine and cooperate with one another with respect to the strategy, timing and form for obtaining all consents, waiting period expirations or terminations, waivers, non-objections or approvals that may be sought from any Governmental Entity pursuant to this this Section 6.6; provided, however, that in the event of any disagreement between Parent and the Company with respect to the matters described in the foregoing clause, the determination of Parent shall prevail after considering in good faith all comments of the Company (and its counsel).

(d) The Company shall (i) cause to be made, as promptly as reasonably practicable following the date of this Agreement (and in any event no later than ten Business Days after the date hereof), the Continuing Membership Application for approval of the change in ownership and control of the Broker-Dealer Subsidiary resulting from the consummation of the transactions contemplated hereby that is deemed “substantially complete” by FINRA and (ii) use reasonable best efforts to obtain FINRA approval of the Continuing Membership Application as soon as practicable thereafter. The Company shall cause the Broker-Dealer Subsidiary to seek FastTrack treatment for the Continuing Membership Application, and shall promptly respond to all requests, if any, by FINRA. In connection with each submission of the Continuing Membership Application and any responses thereto, including any exhibits attached as part of each amendment of the Continuing Membership Application, the Company shall, and shall cause the Broker-Dealer Subsidiary to, (x) consult in good faith with Parent and give Parent a reasonable opportunity to comment on drafts of such submissions prior to submission and (y) advise Parent in advance of any material discussions with FINRA in connection with the Continuing Membership Application and, to the extent permitted by FINRA, provide Parent the opportunity to attend and participate in such discussions. Parent shall reasonably cooperate in responding to any requests made by the Company or the Broker-Dealer Subsidiary that are required to respond to any requests for information made by FINRA as part of the Continuing Membership Application. Parent acknowledges and agrees that, notwithstanding anything in this Agreement to the contrary, the Company shall not take, nor shall it be obligated to take, and Parent shall refrain from taking or proposing to take, any action that could reasonably be expected to give rise to any requirement for an application to FINRA pursuant to FINRA Rule 1017(a)(5) for approval of any material change in business operations of the Broker-Dealer Subsidiary in connection with the transactions contemplated hereby prior to the Closing.

(e) The parties hereto shall file or cause to be filed all applications, notices and other filings required under any applicable Insurance Laws set forth on Section 7.1(d) of the Company Disclosure Schedule as promptly as reasonably practicable after the date hereof (but in any event no later than ten Business Days after the date hereof; provided that each party hereto, as applicable, has provided in all material respects the information reasonably required for such filings), and thereafter to respond as promptly as reasonably practicable to any request for additional information or documentary material that may be made by any insurance regulatory authority.

(f) If any objections are asserted with respect to the transactions contemplated hereby under any applicable Law or if any Action is instituted by any Governmental Entity or any private party challenging any of the transactions contemplated hereby as violative of any applicable Law, Parent shall, at the sole cost and expense of Parent: (i) oppose or defend against any action to prevent or enjoin consummation of this Agreement (and the transactions contemplated hereby), and (ii) take such action as necessary to overturn any action by any Governmental Entity to prevent or enjoin consummation of this Agreement (and the transactions contemplated hereby), including by defending any Action brought by any Governmental Entity in order to avoid entry of, or to have vacated, overturned or terminated, including by appeal if necessary, in order to resolve any such objections or challenge as such Governmental Entity or private party may have to such transactions under such applicable Law so as to permit consummation of the transactions contemplated by this Agreement.

(g) Parent shall, and shall cause its Affiliates to, use reasonable best efforts and take any and all actions necessary to obtain any authorization, consent or approval of a Governmental Entity (including in connection with any Governmental Filings) necessary or advisable so as to enable the consummation of the transactions contemplated hereby to occur as expeditiously as possible (and in any event, no later than the Outside Date) and to resolve, avoid or eliminate any impediments or objections, if any, that may be asserted with respect to the transactions contemplated hereby under or relating to any Competition Law, or to otherwise oppose, avoid the entry of, or to effect the dissolution of, any order, decree, judgment, preliminary or permanent injunction that would otherwise have the effect of preventing, prohibiting, restricting, or delaying the consummation of the transactions contemplated hereby, including: (i) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the sale, divestiture, licensing or disposition of, or holding separate of, any businesses, products, product lines, rights, assets, properties, operations, locations, companies, offices, services or investments of the Company and its Subsidiaries or any interest therein (including entering into customary ancillary agreements relating to any such sale, divestiture, licensing or disposition of such businesses, products, product lines, rights, assets, properties, operations, locations, companies, offices, services or investments), or agree to any other structural or conduct remedy with respect to the Company and its Subsidiaries, (ii) otherwise taking or committing to take any actions that after the Closing Date would limit Parent’s or its Affiliates’ or Subsidiaries’ (including the Company’s and its Subsidiaries’), freedom of action with respect to, or its ability to retain or control, one or more of the businesses, products, product lines, rights, assets, properties, operations, locations, companies, offices, services or investments of the Company and its Subsidiaries or any interest therein, (iii) terminating or restructuring relationships, contractual or governance rights (including voting power, consent rights, board of directors nominations or designation rights, board observer rights, information rights, and ownership or equity interests) or obligations in the Company and its Subsidiaries, and (iv) modifying, restructuring, amending, terminating, or revising, any agreement or arrangement entered into or proposed to be entered into by the Company and its Subsidiaries, or to which the Company and its Subsidiaries are a party, in each case as may be required in order to enable the consummation of the transactions contemplated hereby to occur as expeditiously as possible (and in any event no later than the Outside Date) (the actions referred to in clauses (i) through (iv), together with any other behavioral remedy requested or imposed by a Governmental Entity in order to achieve clearance under applicable Law, including any applicable Competition Law or any applicable Insurance Laws, a “Remedy Action”). Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement, including this Section 6.6 and the “reasonable best efforts” standard set forth herein, shall require or be construed to require Parent or any of its Affiliates to (x) effectuate or agree to effectuate any Remedy Action unless it is conditioned upon the Closing and only effective following the Closing or (y) propose, negotiate, commit to, accept or effect any Remedy Action that would result in a Burdensome Condition. Without the prior written consent of Parent (such consent or non-consent to be consistent with, and subject to, the obligations of Parent set forth in this Section 6.6), the Company and its Subsidiaries will not take or agree to take any Remedy Action, regardless of whether such action would constitute a Burdensome Condition.

(h) From the date of this Agreement until Closing, neither Parent nor any of its Affiliates shall acquire or agree to acquire, by merging with or into or consolidating with, or by purchasing a substantial portion of the assets of or any equity in, or by any other manner, any assets or Person, if the execution and delivery of a definitive agreement relating to, or the consummation of, such acquisition would reasonably be expected to (i) materially delay the obtaining of, or materially increase the risk of not obtaining, consents of a Governmental Entity necessary to consummate the transactions contemplated hereby or the expiration or termination of any applicable waiting period, (ii) increase the risk of a Governmental Entity seeking or entering a Governmental Order prohibiting the consummation of the transactions contemplated hereby in any material respect or (iii) otherwise prevent the consummation of the transactions contemplated hereby.

Section 6.7 Director and Officer Liability; Indemnification.

(a) Without limiting any additional rights that any Person may have under any Company Benefit Plan, from the Effective Time through the sixth anniversary of the date of the Effective Time, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, indemnify and hold harmless each present (as of immediately prior to the Effective Time) and former officer, director, manager, agent, employee or fiduciary of the Company and its Subsidiaries (the “Indemnified Individuals”) from and against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable and documented fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to (i) the fact that the Indemnified Individual is or was an officer, director, manager, agent, employee or fiduciary of the Company or its Subsidiaries or (ii) matters existing or occurring at or prior to the Effective Time (including this Agreement and the other transactions and actions contemplated hereby), whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent required under the certificate of incorporation and bylaws (or equivalent governing documents) of the Company or the applicable Subsidiary as of the date hereof. In the event of any such claim, action, suit, proceeding or investigation, (x) each Indemnified Individual will be entitled to advancement of expenses incurred in the defense of any claim, action, suit, proceeding or investigation from the Surviving Corporation to the fullest extent required under the certificate of incorporation and bylaws (or equivalent governing documents) of the Company or the applicable Subsidiary as of the date hereof, (y) the Surviving Corporation shall not settle, compromise or consent to the entry of any judgment in any proceeding or threatened action, suit, proceeding, investigation or claim (and in which indemnification could be sought by such Indemnified Individual hereunder) unless such settlement, compromise or consent includes an unconditional release of such Indemnified Individual from all liability arising out of such action, suit, proceeding, investigation or claim or such Indemnified Individual otherwise consents and (z) the Surviving Corporation shall cooperate in the defense of any such matter.

(b) The certificate of incorporation and bylaws (or equivalent governing documents) of each of the Surviving Corporation and its Subsidiaries shall contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of former or present directors, managers and officers than are set forth in the certificate of incorporation and bylaws (or equivalent governing documents) of the Company or the applicable Subsidiary as of the date hereof, which provisions shall not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that would adversely affect the rights thereunder of any such individuals, except as and to the extent required by applicable Law.

(c) Prior to the Closing Date, the Company shall purchase a “tail” insurance policy for a period of six years after the Closing, in a form reasonably acceptable to Parent and at Parent’s expense, with reputable and financially sound carriers of at least the same coverage and amounts and containing terms and conditions that are no less advantageous than the current policies of directors’ and officers’ liability insurance maintained by the Company and its Subsidiaries with respect to claims arising from or related to facts or events that occurred at or before the Closing; provided that in no event will Parent be required to expend for the covered period an amount in excess of three hundred percent (300%) of the current annual premium for such insurance (the “Maximum Premium”) and if such insurance can only be obtained at a premium in excess of the Maximum Premium, the Company will obtain the maximum insurance as can be obtained for the six-year period for an aggregate premium not in excess of the Maximum Premium. Parent agrees to take all necessary actions to maintain such policies in full force and effect and fulfill its obligations thereunder throughout such six-year period following the Closing.

(d) Notwithstanding anything herein to the contrary, if any claim, action, suit, proceeding or investigation (whether arising before, at or after the Effective Time) is made against any Indemnified Individual on or prior to the sixth anniversary of the Effective Time, the provisions of this Section 6.7 shall continue in effect until the final disposition of such claim, action, suit, proceeding or investigation.

(e) This covenant is intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Individuals and their respective heirs and legal representatives, who shall be express third-party beneficiaries of this Section 6.7 and may enforce the same. The indemnification provided for herein shall not be deemed exclusive of any other rights to which an Indemnified Individual is entitled, whether pursuant to Law, contract or otherwise.

(f) In the event that the Surviving Corporation or Parent or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or a majority of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of the Surviving Corporation or Parent, as the case may be, shall succeed to the obligations set forth in this Section 6.7. Notwithstanding anything to the contrary in this Section 6.7, Parent agrees that any indemnification, advancement of expenses or insurance available to any Indemnified Individual by virtue of such Indemnified Individual’s service as a partner or employee of, or affiliation with, the Sponsors or any investment fund sponsored, managed or advised by the Sponsors shall be secondary to the indemnification, advancement of expenses and insurance to be provided by the Surviving Corporation and its Subsidiaries pursuant to this Section 6.7 and that the Surviving Corporation and its Subsidiaries shall (i) be the primary indemnitors of first resort for such Indemnified Individual pursuant to this Section 6.7, (ii) be fully responsible for the advancement of expenses, indemnification and exculpation from liabilities with respect to such Indemnified Individual which are addressed by this Section 6.7 and (iii) not make any claim for contribution, subrogation or any other recovery of any kind in respect of any other indemnification or insurance available to such Indemnified Individual with respect to any matter addressed by this Section 6.7.

Section 6.8 Termination of Affiliate Contracts. Except (a) as set forth in Section 6.8 of the Company Disclosure Schedule, (b) this Agreement and any of the other agreements executed and delivered in connection herewith, (c) Contracts providing for employment relationships and compensation, benefits and advances in the ordinary course of business consistent with past practice (other than any Contracts providing for indemnification for such Company Related Parties), (d) Contracts providing for arm’s length commercial transactions in the ordinary course of business consistent with past practice with Permitted Counterparties or (e) as otherwise directed by Parent prior to the Effective Time, the Company shall take such actions, effective as of the Effective Time, as may be necessary to terminate each Contract between the Company and any of its Subsidiaries, on the one hand, and any Company Related Party, on the other hand (each such Contract, an “Affiliate Contract”), with no further obligations of the Company or its Affiliates from and after the Closing.

Section 6.9 Preservation of Records. Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, preserve and keep the records held by them relating to the respective businesses of the Company and its Subsidiaries for a period of seven years following the Closing Date (or longer if required by applicable Law) and shall make such records (or copies) and reasonably appropriate personnel available (at the Securityholder Representative’s sole expense), at reasonable times and upon reasonable advance notice, to the Securityholder Representative as may be reasonably required by such

party for bona fide business reasons, including in connection with any insurance claims by, Actions or Tax audits against, governmental investigations of, compliance with applicable Laws by, or the preparation of financial statements or Tax Returns of, the Securityholder Representative, any Equity Holder or any of their respective Affiliates; provided that the Securityholder Representative agrees in advance to a customary confidentiality agreement with respect to such information. Notwithstanding anything in this Section 6.9 to the contrary, Parent, the Company and its Subsidiaries shall not be required to make available any such records or personnel to the extent that it would require Parent, the Company or any of its Subsidiaries to disclose information that, in the reasonable judgment and good faith of counsel to Parent, is subject to attorney-client privilege or the access to which would reasonably be likely to conflict with any applicable Law or confidentiality obligations to which Parent, the Company or any of their respective Affiliates are bound (provided that Parent, the Company or such Subsidiary shall use commercially reasonable efforts to provide access to such information to the fullest extent practicable without risking loss of privilege or protections under, or risking a violation of, such applicable Law or confidentiality obligation, including pursuant to the execution by the Securityholder Representative of a customary confidentiality agreement with respect to such information).

Section 6.10 Exclusive Dealing. During the period from the date of this Agreement through the earlier of the Closing or the termination of this Agreement in accordance with its terms, the Company shall not, and shall not cause any of its officers, directors, executive employees, representatives, consultants, financial advisors, attorneys, accountants or other agents to, solicit, initiate or engage in discussions or negotiations with, or enter into any agreement with, any Person (other than Parent or its Affiliates, officers, directors, employees, representatives, consultants, financial advisors, financing sources, attorneys, accountants and other agents) concerning any purchase of any of the Company’s Equity Interests. Promptly following the execution of this Agreement (but in any event within one Business Day thereafter), the Company shall deliver written notices to request the return or destruction of all confidential information of the Company and its Subsidiaries to all Persons (except for Parent and its Affiliates) with such return or destroy obligations under non-disclosure or similar agreements relating to a potential purchase of any of the Company’s Equity Interests outside of the ordinary course of business entered into in connection with any sale processes similar to the one resulting in this Agreement.

Section 6.11 Certain Consents. Without limiting Section 6.6 and Section 6.14, each party hereto shall, and shall cause its Affiliates to, use their commercially reasonable efforts to obtain, and to cooperate in obtaining, all material consents from Persons necessary, or otherwise triggered by, the consummation of the transactions contemplated hereby; provided, however, that, notwithstanding anything herein to the contrary with respect to seeking or obtaining any such consents but subject to compliance with Section 6.6, (a) the parties hereto will not have any liability whatsoever to any other party hereto (and the parties hereto will not be entitled to assert any claims) arising out of or relating to the failure to obtain any consents that may have been or may be required in connection with the transactions contemplated hereby or because of the default, acceleration or termination of or loss of right under any such Contract or other agreement as a result of the transactions contemplated hereby and failure to obtain any such consent; (b) no condition to Closing of the parties hereto will be deemed not to be satisfied as a result of the failure to obtain any such consent or as a result of any such default, acceleration or termination or loss of right or any action commenced or threatened by or on behalf of the parties hereto arising out of or relating to the failure to obtain any such consent or any such default, acceleration or termination or loss of right and (c) the parties hereto (and their respective Affiliates) shall not be required to (i) make any payments or otherwise pay any consideration to any third party in excess of normal and usual administrative and processing fees, if any (which such fees, to the extent otherwise constituting Leakage, shall constitute Permitted Leakage), to obtain any applicable consent, waiver or approval or (ii) undertake any extraordinary measures, including the waiver of any condition to Closing in its favor or the initiation or prosecution of any Action (the limitations set forth in clause (c), the “Cooperation Limitations”).

Section 6.12 Tax Matters.

(a) Parent shall be responsible for and shall pay 50% of all Transfer Taxes incurred in connection with the transactions contemplated by this Agreement, and 50% of such Transfer Taxes will be borne by the Equity Holders. The party required by Law to do so shall file all necessary Tax Returns and other documentation with respect to all such Transfer Taxes and, if required by applicable Law, the other parties shall, and shall cause their respective Affiliates to, join in the execution of any such Tax Returns and other documentation.

(b) After the Closing, each party shall use commercially reasonable efforts to provide (or cause its Affiliates to provide) to the other parties such cooperation, assistance, documentation and information as either of them may reasonably request, solely to the extent such information is related to the characterization of any distribution made by the Company on or prior to the Closing as a “dividend” for U.S. federal and applicable state and local income tax purposes (including by the provision of reasonably relevant records and information). The party requesting such cooperation shall pay the reasonable out-of-pocket expenses of the other party.

(c) The parties acknowledge and agree that the determination of any amount of Taxes taken into account in Leakage, Permitted Interim Leakage or Permitted Leakage shall be made without taking into account (i) any Tax election, accounting method or practice made or changed following the Closing, (ii) the amendment, refiling or other modification of any Tax Return following the Closing, (iii) the entrance into any voluntary disclosure or similar agreement with a Tax Authority or otherwise voluntarily disclosing information to a Governmental Entity with respect to Taxes following the Closing or (iv) any other action taken after the Closing that would reasonably be expected to increase such amount of Taxes, or decrease a Tax asset or attribute of, the Company and its Subsidiaries.

(d) At the Closing, the Company shall deliver to Parent and the Securityholder Representative (for the benefit of the Company Stockholders and the Company Optionholders) a certificate in compliance with Treasury Regulations Sections 1.1445-2(c) and 1.897-2(h) with respect to the Company; provided that, if the Company fails to deliver such certificate at the Closing, Parent’s sole remedy shall be to deduct and withhold U.S. federal income tax under Section 1445 of the Code pursuant to Section 3.6 to the extent required by applicable Law.

Section 6.13 280G Vote. If required to avoid the imposition of Taxes under Section 4999 of the Code or the loss of a deduction to Parent, the Company or any of their respective Affiliates under Section 280G of the Code, in each case with respect to any payment or benefit arising in connection with the transactions contemplated by this Agreement, at least two days prior to the Closing, the Company shall (a) use commercially reasonable efforts to secure from each Person who has a right to any payments or benefits as a result of or in connection with the transactions contemplated hereby that would constitute “parachute payments” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder) a waiver of such Person’s rights to some or all of such payments or benefits applicable to such Person so that all payments or benefits applicable to such Person shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder) that would not be deductible under Section 280G of the Code and (b) seek the approval of its stockholders (the “280G Vote”) in a manner that complies with Section

280G(b)(5)(B) of the Code and Treasury Regulations Section 1.280G-1 of the right of any “disqualified individual” (as defined in Section 280G(c) of the Code) to receive or retain any payments that would reasonably be expected, in the absence of such approval by such stockholders, to constitute “parachute payments.” Parent shall provide to the Company in a timely manner all information and documents relating to compensation, if any, that Parent or its Affiliates agree, or have agreed, to pay that should be taken into account in making determinations as to the application of Sections 280G and 4999 of the Code and which are necessary for the Company to comply with Section 280G(b)(5)(B) of the Code (“Parent Parachute Arrangements”). Notwithstanding anything to the contrary in this Section 6.13, or elsewhere in this Agreement, to the extent that Parent fails to timely provide the Company with such information or documents, provides the Company with misinformation, or omits any information or documents that results in misinformation, about any Parent Parachute Arrangements, which failure or misinformation results in the failure of the stockholder vote as contemplated herein to be effective or otherwise results in aggregate amounts payable to any disqualified individuals in connection with the transactions contemplated hereby to be “excess parachute payments” (as defined in Section 280G(b)(1) of the Code) for all purposes of this Agreement, the Company shall be deemed to have complied with its obligations under this Section 6.13 and the fact that any such disqualified individuals received or are entitled to receive “excess parachute payments” shall be disregarded for purposes of determining whether there has been a breach of any of the Company’s representations and warranties or covenants under this Agreement and whether the conditions set forth in this Section 6.13 have been satisfied. If a 280G Vote is required, all documents (or forms thereof) necessary to effectuate the actions contemplated under this Section 6.13 (including any waivers, disclosure documents and shareholder voting materials or consent) shall be provided to Parent or its counsel at least five days prior to the Closing for Parent’s review and comment, and the Company shall consider in good faith all reasonable comments reasonably promptly provided by Parent. Prior to the Closing, if a 280G Vote is required, the Company shall deliver to Parent evidence reasonably satisfactory to Parent that a 280G Vote was solicited in conformance with Section 280G of the Code, and that either (A) the requisite approval was obtained with respect to any payments or benefits that were subject to the 280G Vote (the “Section 280G Approval”) or (B) that the Section 280G Approval was not obtained and as a consequence, pursuant to the waivers described above, any “parachute payments” shall not be made or provided.

Section 6.14 Advisory Client Consents. As promptly as reasonably practicable following the date of this Agreement (and in any event no later than ten Business Days after the date hereof), the Company or the Adviser Subsidiary shall send a notice to each Advisory Client informing such Advisory Client of the transactions contemplated by this Agreement and use their respective commercially reasonable efforts to seek the consent of each such Advisory Client, in accordance with the requirements of its Advisory Contract and Law, to the “assignment” (as defined in the Investment Advisers Act) of such Advisory Contract resulting from the change in ownership of the Adviser Subsidiary upon the consummation of the transactions contemplated hereby (it being understood that, except to the extent the applicable Advisory Contract or Law requires consent to such assignment to be obtained in writing, the implied or “negative” consent of the applicable Advisory Client to such assignment shall be deemed sufficient). The Company shall provide Parent with a reasonable opportunity to review and comment upon the notice contemplated by this Section 6.14 prior to its distribution and shall consider in good faith reasonable comments made by Parent with respect to the notice. For the avoidance of doubt, under no circumstances shall the Company or any of its Subsidiaries be required to make any payment or provide any other benefit to any Advisory Client to obtain such Advisory Client’s consent.

Section 6.15 USIC Investment Group. Effective as of the Closing, the Company shall cause USIR Management LLC, a Delaware limited liability company (“Management Newco”), to transfer all of its Equity Interests in USIC Investment Group, Inc., a Delaware corporation (“USIC”) to USI Consulting Group, Inc., a Connecticut corporation (“USICC”), following which USICC shall become the sole stockholder of USIC, in exchange for the payment by USICC to Management Newco of a purchase price in an amount equal to $8,746.80 (the “USIC Consideration”). The Company shall provide evidence of such transfer to Parent promptly upon Parent’s reasonable request.

Section 6.16 Financing Assistance.

(a) From the date hereof until the earlier of (x) the Closing Date and (y) termination of this Agreement, and in all cases subject to the limitations set forth in this Agreement, the Company shall, and shall cause its Subsidiaries to, use reasonable best efforts and use reasonable best efforts to cause their Representatives to, at Parent’s sole cost and expense, provide such cooperation that is reasonably necessary, customary and reasonably requested by Parent to assist Parent in connection with any debt financing by Parent (which shall not, for the avoidance of doubt, include any convertible or equity-linked debt) for the purpose of financing the Merger, the fees and expenses incurred in connection therewith and the other related transactions, including any repayment or refinancing of debt contemplated by this Agreement and any refinancing of existing Parent debt in connection therewith (the “Debt Financing”), which reasonable best efforts shall consist of (i) providing the Required Financial Information, (ii) upon reasonable prior notice and during normal business hours, assisting with the preparation of materials for lender, investor or rating agency presentations, bank information memoranda, prospectuses or offering memoranda and similar marketing or syndication documents, in each case, solely with respect to information relating to the Company and its Subsidiaries of the type customary for comparable debt financings, to be used in connection with the Debt Financing (which shall include customary exculpation of the Company and its Subsidiaries and their Representatives), (iii) upon reasonable prior notice and during normal business hours, participating in a reasonable number of lender meetings and road shows at mutually agreed times and places (which shall be via teleconference or virtual meeting platforms unless otherwise agreed), (iv) in connection with any offering of securities, using reasonable best efforts to direct the independent auditors for the Company to provide customary comfort letters (including “negative assurance” comfort and change period comfort) reasonably requested by Parent with respect to financial information of the Company and its Subsidiaries included in any offering documents relating to any Debt Financing in which the consolidated financial statements or financial information of the Company and its Subsidiaries are included, and, if required, customary consents to the use of their audit reports on the consolidated historical financial statements of the Company and its Subsidiaries in any offering documents relating to any Debt Financing in which the consolidated historical financial statements of the Company and its Subsidiaries are included, (v) if applicable, assisting in the preparation of customary authorization letters with respect to the bank information memoranda (which shall include customary exculpation of the Company and its Subsidiaries and their Representatives), (vi) providing to Parent at least five Business Days prior to the Closing Date a Beneficial Ownership Certification under 31 C.F.R. 1010.230 and all documentation and other information with respect to the Company and its Subsidiaries required by regulatory authorities under applicable “know your customer,” anti-money laundering, beneficial ownership and other similar rules and regulations, including the USA PATRIOT Act of 2001, to the extent requested by Parent or any Debt Financing Source at least ten Business Days prior to the Closing Date, (vii) informing Parent promptly in writing if the board of directors of the Company or a committee thereof, the Company’s chief financial officer or any other executive officer of the Company (A) concludes that any previously issued financial statements of the Company included or intended to be used in connection with any Debt Financing should no longer be relied upon or (B) shall have knowledge of any facts as a result of which a restatement of any of the Company’s financial statements is required or reasonably likely and (viii) upon reasonable prior notice and during normal business hours, cooperating reasonably with the due diligence of any sources of the Debt Financing, to the extent customary and reasonable.

(b) (i) Within ninety days after the end of each fiscal year of the Company ending after the date of this Agreement, the Company shall deliver to Parent true and complete copies of the audited consolidated balance sheet of the Company as of the end of such fiscal year and the related consolidated income statements and cash flows for the year then-ended, together with an audit report, without qualification or exception thereto (other than any qualification, that is expressly solely with respect to, or expressly resulting solely from, (A) an upcoming maturity date under any Indebtedness, (B) any actual or potential inability to satisfy a financial maintenance covenant at such time or on a future date or in a future period or (C) the activities, operations, financial results, assets or liabilities of any unrestricted subsidiary (if applicable)), on such financial statements from nationally recognized independent accountants, together with the notes thereto and (ii) within forty-five days after the end of each fiscal quarter (other than any fourth fiscal quarter) ended after the date of this Agreement, the Company shall deliver to Parent true and complete copies of the unaudited consolidated balance sheet of the Company as of the end of such fiscal quarter (and as of the end of the corresponding period for the prior fiscal year) and the related unaudited consolidated income statement and cash flows for the elapsed portion of such fiscal year (and the related period of the prior fiscal year) (collectively, the “Required Financial Information”). The Required Financial Information shall be prepared in a manner substantially consistent with the Financial Statements.

(c) Notwithstanding anything herein to the contrary, (i) any requested cooperation pursuant to this Section 6.16 shall not unreasonably disrupt or interfere with the business or the operations of the Company and its Subsidiaries, (ii) nothing in this Section 6.16 shall require cooperation to the extent that it would (A) subject any of the respective Representatives of the Company and its Subsidiaries to any actual or potential personal liability, (B) violate, or reasonably be expected to violate, any of the organizational documents of the Company or any of its Subsidiaries or any Law, or result in, or reasonably be expected to result in, the violation or breach of, or default under, any material Contract to which any of the Company or any of its Subsidiaries is a party, (C) cause, or reasonably be expected to cause, any condition to the Closing set forth in Section 7.1 or Section 7.3 to not be satisfied or cause satisfaction of any such condition to be materially delayed or be delayed beyond the date on which the Closing otherwise would have occurred, (D) cause, or reasonably be expected to cause, any breach of this Agreement or (E) cause, or reasonably be expected to cause, the Company or any of its Subsidiaries or their Representatives to bear any out-of-pocket cost or expense (unless reimbursable by Parent pursuant to this Section 6.16), (iii) none of the Company or any of its Subsidiaries shall be required to (A) pay any commitment or other similar fee or incur or assume any liability or other obligation (except as provided in clause (d)(ii)(E) above) or provide or agree to provide any indemnity in connection with any Debt Financing prior to Closing, (B) provide access to or disclose information where the Company determines in good faith that such access or disclosure could reasonably be expected to jeopardize the attorney-client privilege or contravene any Law or Contract or that such information consists of attorney work product; provided, that no Contract shall be entered into or modified in contemplation of this clause (d)(iii)(B), (C) waive or amend any terms of this Agreement or any other Contract to which the Company or any of its Subsidiaries is party, (D) prepare or provide any financial statements that are not reasonably available to it and prepared in the ordinary course of its financial reporting practice, in each case, except for the Required Financial Information, or (E) provide any legal opinion or reliance letters or any certificate (including solvency or similar certificates from a financial or similar officer) or opinion of any of its Representatives (in each case, except for, and in connection with, the customary comfort letters and consents referred to in clause (iv) of Section 6.16(a) and the authorization letters referred to in clause (v) of Section 6.16(a)) and (iv) none of the Company or any of its Subsidiaries or their respective directors, officers or employees, acting in such capacity, shall be required to execute, deliver or enter into or perform any agreement, document or instrument with respect to the Debt Financing or, except with respect to notices issued pursuant to Section 6.17, the prepayment or redemption of any Indebtedness, or adopt any resolutions or take any other actions approving the

agreements, documents and instruments pursuant to which the Debt Financing is obtained (in each case, except for, and in connection with, the customary comfort letters and consents referred to in clause (iv) of Section 6.16(a) and the authorization letters referred to in clause (v) of Section 6.16(a)), unless (1) Parent and such director, officer or employee shall have determined that such director, officer or employee is to remain as a director, officer or employee of the Company or any of its Subsidiaries on and after the Closing Date and (2) such agreement, document, instrument, resolution or other action is contingent upon the occurrence of, or only effective as of, the Closing. Nothing contained in this Section 6.16 or otherwise shall require the Company or any of its Subsidiaries, prior to the Closing, to be an issuer or other obligor with respect to any Debt Financing.

(d) Parent shall indemnify and hold harmless the Company and its Subsidiaries and their respective Representatives from and against any and all liabilities, losses, damages, claims, reasonable and documented out-of-pocket costs and expenses, interest, awards, judgments and penalties actually suffered or incurred by them in connection with the arrangement of the Debt Financing or any action taken in accordance with this Section 6.16 and any information utilized in connection therewith (other than information provided by the Company and its Subsidiaries or any of their respective Representatives on their behalf in writing for such Debt Financing), in any case, except to the extent suffered or incurred as a result of the gross negligence or willful misconduct by or of the Company or any of its Subsidiaries or such Representative. In addition, Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs incurred by the Company and its Subsidiaries in connection with this Section 6.16 (other than in connection with the preparation of customary historical financial statements or with respect to information or materials in the possession or control of the Company or any of its Subsidiaries).

(e) The Company hereby consents to the use of all logos of the Company and its Subsidiaries solely to the extent and for the duration necessary in connection with the Debt Financing, and solely so long as such logos are used in a manner that does not harm or disparage the Company and its Subsidiaries or the reputation or goodwill of the Company and its Subsidiaries and their respective marks, products, services, offerings or intellectual property rights.

(f) For avoidance of doubt, any failure of the Company to fulfill its obligations under this Section 6.16 shall not be deemed a breach of this Agreement or excuse performance of the Parent to consummate the transactions contemplated by this Agreement, so long as the Company is acting reasonably in good faith to fulfill such obligations.

Section 6.17 Payoff Matters.

(a) The Company shall deliver to Parent on or prior to the Closing Date (with a draft delivered at least five Business Days prior to the Closing Date) a copy of a duly executed payoff letter with respect to the Credit Facility, in customary form reasonably satisfactory to Parent (the “Payoff Letter”), which Payoff Letter shall (i) indicate the total amount required to be paid to fully satisfy all principal, interest, prepayment premiums, penalties, breakage costs and any other monetary obligations then due and payable under the Credit Facility as of the anticipated Closing Date (and, if applicable, the daily accrual thereafter) (the “Payoff Amount”), together with wire transfer and payment instructions, (ii) state that, upon receipt of the applicable Payoff Amount in accordance with the applicable Payoff Letter, the Credit Facility and all related loan documents shall be automatically discharged and terminated (other than, to the extent permitted to remain outstanding under this Agreement, (w) contingent indemnification obligations as to which no claim has been asserted, (x) any obligations or liabilities under cash management, hedge

agreements and other bank products, (y) any other obligations which, by their terms, are to survive the termination of the Credit Facility and (z) any obligations in respect of any letters of credit that, at the election of Parent, are backstopped, cash collateralized or rolled), (iii) provide that all Encumbrances, guarantees and indemnities in connection with the Credit Facility shall be automatically released and terminated upon payment of the applicable Payoff Amount on the Closing Date and (iv) attach customary release documents (including, if applicable, mortgage and deed of trust releases and filings), financing statement terminations and all other applicable filings required to evidence the release of such Encumbrances, guarantees and indemnities provided under the Credit Facility, and provide for the return of all possessory collateral (if any) in connection with the Credit Facility.

(b) The Company shall cause its subsidiary USI, Inc. to (i) send conditional notices pursuant to the terms of the Senior Notes Indenture, to redeem on, or as soon as reasonably practicable following, the Closing Date, and subject to the occurrence of, the Closing Date, the aggregate principal amount of Senior Notes outstanding thereunder, which redemption shall be conditioned upon the consummation of the Closing (such redemption, the “Senior Notes Redemption”), (ii) deliver to the trustee under the Senior Notes Indenture any other customary opinions, certificates or other deliverables required by the terms of the Senior Notes Indenture and (iii) take any such other actions as may be reasonably necessary to facilitate the Senior Notes Redemption

(c) Prior to the Closing Date, subject to the Cooperation Limitations, the Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to cooperate with and assist Parent with amending or terminating, at Parent’s direction, the Interest Rate Swaps at or as promptly as practicable following the Closing Date. Prior to the Closing Date, the Company shall, and shall cause its Subsidiaries and their respective Representatives to, use reasonable best efforts to cooperate with and assist Parent in connection with any discussions, negotiations or agreements with the counterparty to the Interest Rate Swaps with respect to any determination, adjustment, cancellation, termination, assignment, novation, settlement or computation in connection with the Interest Rate Swaps, and the Company agrees to, and to cause its Subsidiaries to, consult with Parent prior to and in connection with any such discussions and negotiations; provided that neither the Company nor any of its Subsidiaries shall be required to enter into any agreements unless such agreements are conditioned upon the occurrence of the Closing. The Company shall not enter into any binding agreements in respect of the Interest Rate Swaps without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed).

Section 6.18 Notices of Certain Events. Prior to the Closing Date, the Company shall promptly notify Parent of, and Parent shall promptly notify the Company of, any material Security Incident of which such Person has become aware or any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Article VII impossible. In no event shall the delivery of any notice by a party hereto pursuant to this Section 6.18 limit or otherwise affect the respective rights, remedies, obligations, representations, warranties, covenants or agreements of the parties hereto or the conditions to the obligations of the parties hereto under this Agreement; provided that the failure to deliver any notice required by this Section 6.18 shall not, in and of itself, constitute a failure of any condition set forth in Article VII or give rise to any right of termination hereunder, except to the extent that the underlying matter required to be notified would independently result in such failure or give rise to such right.

Section 6.19 R&W Insurance Policy. The Company acknowledges that Parent may seek to obtain an insurance policy that provides coverage for the benefit of Parent or its designee as the named insured for any potential breaches of any of the representations and warranties of the Company set forth in Article IV (the “R&W Insurance Policy”) and, upon Parent’s request, agrees, subject to the Cooperation Limitations, to reasonably cooperate (and to cause its Subsidiaries to reasonably cooperate) with and assist Parent in obtaining the R&W Insurance Policy. Parent agrees that the R&W Insurance Policy, if obtained, shall provide that (i) the insurer(s) writing such policy irrevocably waives and agrees not to pursue, directly or indirectly, any subrogation, contribution or other rights of recovery against the Company, or any of its Affiliates and each of their respective stockholders, directors, officers, members, managers, partners, employees and representatives (collectively, the “R&W Insurance Protected Persons”), except in the event of Fraud by the R&W Insurance Protected Person against which such recovery is sought, with all such R&W Insurance Protected Persons being express third party beneficiaries of such waiver and agreement and (ii) the provisions of the R&W Insurance Policy may not be amended by any party thereto in any manner inconsistent with the foregoing clause (i) without the Company’s prior written consent. Parent shall bear all costs associated with obtaining and exercising any rights under the R&W Insurance Policy, including the premium, broker fee, underwriting fee, due diligence fee, carrier commissions, legal fees for counsel engaged by the underwriter and surplus lines taxes and fees.

Section 6.20 Professional/E&O, Fiduciary and Cyber Tail Policies. Prior to the Closing Date, the Company shall use reasonable best efforts to obtain, at Parent’s cost, irrevocable global professional/E&O liability, fiduciary and cyber insurance tail policies in a form reasonably acceptable to Parent and with reasonable modifications as requested by Parent for the benefit of the Surviving Corporation and its Subsidiaries in respect of claims notified during the six-year period following the Closing Date (or, to the extent the six-year extended notice period is not available, the longest period that the Company can obtain under such policies using reasonable best efforts) which relate to circumstances which occurred prior to the Closing, on terms and conditions (including limits and retentions) no less favorable to those under the global professional/E&O liability, fiduciary and cyber insurance policies benefitting the Company and its Subsidiaries as of the date hereof. The Company shall keep Parent reasonably informed with respect to the status of its efforts to obtain such tail policies. For avoidance of doubt, any failure of the Company to fulfill its obligations under this Section 6.20 shall not be deemed a breach of this Agreement or excuse performance of the Parent to consummate the transactions contemplated by this Agreement, so long as the Company is acting reasonably in good faith to fulfill such obligations.

ARTICLE VII

CONDITIONS OF CLOSING

Section 7.1 Conditions to Obligations of Each Party. The respective obligations of Parent, Merger Sub and the Company to consummate the transactions contemplated by this Agreement are subject to the fulfillment on or prior to the Closing Date of each of the following conditions:

(a) the Stockholder Approval shall have been obtained;

(b) there shall not be any Law in effect making illegal the consummation of the transactions contemplated by this Agreement, and there shall not be any Governmental Order in effect prohibiting the consummation of the transactions contemplated by this Agreement;

(c) any required waiting periods (including any extension thereof) applicable to the consummation of the transactions contemplated by this Agreement under the HSR Act (including any agreements entered into with or made to any Governmental Entity to delay or not to close the transactions contemplated by this Agreement entered in connection therewith) shall have terminated or expired;

(d) all consents required under the Insurance Laws set forth on Section 7.1(d) of the Company Disclosure Schedule shall have been obtained; and

(e) either (i) FINRA shall have delivered to the Broker-Dealer Subsidiary its written approval of the Continuing Membership Application or (ii) (A) at least thirty days shall have elapsed following the submission of the Continuing Membership Application to FINRA that FINRA deemed substantially complete and (B) the Broker-Dealer Subsidiary shall have notified FINRA that the parties hereto intend to consummate the Closing pursuant to FINRA Rule 1017 without FINRA approval, and (C) either (1) FINRA shall have informed the parties hereto that it would not impose material restrictions on the Broker-Dealer Subsidiary, Parent or any of its Affiliates if the Closing is effected without FINRA approval or (2) following inquiry by the Company of FINRA, FINRA shall not have informed the Company that it is considering imposing such restrictions following the filing of the Continuing Membership Application.

Section 7.2 Additional Conditions to Obligations of Parent. The obligations of Parent to consummate the transactions contemplated by this Agreement are subject to the fulfillment, on the Closing Date, of each of the following conditions (any or all of which may be waived by Parent in whole or in part in its sole discretion):

(a) (i) the representations and warranties of the Company set forth in the first sentence of Section 4.1(a), Section 4.2(a), Section 4.2(b), Section 4.2(c), Section 4.3 and Section 4.17, in each case solely with respect to the Company, shall be true and correct in all but de minimis respects as of the Closing Date as though made as of the Closing Date (or, in the case of representations and warranties that address matters only as of a particular date, as of such date), (ii) the representation contained in Section 4.7(b) shall be true and correct in all respects as of the Closing Date as though made as of the Closing Date, (iii) the representations and warranties of the Company set forth in Section 4.1 (other than the first sentence of Section 4.1(a)), solely with respect to the Company and the second sentence of Section 4.2(d), solely with respect to Subsidiaries of the Company set forth in Section 7.2(a) of the Company Disclosure Schedule, shall be true and correct in all material respects as of the Closing Date as though made as of the Closing Date and (iv) all other representations and warranties of the Company contained in Article IV shall be true and correct (without giving effect to any materiality or “Material Adverse Effect” qualifications set forth therein other than those in respect of any use of the defined term “Company Material Contract”) as of the Closing Date as though made as of the Closing Date (or, in the case of representations and warranties that address matters only as of a particular date, as of such date), except, in the case of this clause (iv), where the failure of such representations or warranties to be so true and correct has not had, and would not be reasonably expected to have, a Material Adverse Effect;

(b) the Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by the Company on or prior to the Closing Date; and

(c) Parent shall have received a certificate of an executive officer of the Company to the effect that the conditions set forth in subsections (a) and (b) of this Section 7.2 have been satisfied with respect to the matters pertaining to the Company.

Section 7.3 Additional Conditions to Obligations of the Company. The obligations of the Company to consummate the transactions contemplated by this Agreement are subject to the fulfillment, on the Closing Date, of each of the following conditions (any or all of which may be waived by the Company in whole or in part in its sole discretion):

(a) (i) the representations and warranties of Parent and Merger Sub set forth in Section 5.1, Section 5.2, Section 5.6 shall be true and correct in all material respects as of the Closing Date as though made of the Closing Date (or, in the case of the representations and warranties that address matters only as of a particular date, as of such date) and (ii) all other representations and warranties of Parent contained in Article V shall be true and correct (without giving effect to any materiality qualifications therein) as of the Closing Date as though made as of the Closing Date (or, in the case of representations and warranties that address matters only as of a particular date, as of such date) except, in the case of this clause (ii), there the failure of such representations or warranties to be so true and correct would not reasonably be expected to materially impair or delay Parent’s ability to perform its respective obligations under this Agreement or consummate the transactions contemplated hereby;

(b) Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by Parent and Merger Sub on or prior to the Closing Date; and

(c) The Company shall have received a certificate of an executive officer of Parent to the effect that the conditions set forth in subsections (a) and (b) of this Section 7.3 have been satisfied.

ARTICLE VIII

TERMINATION

Section 8.1 Termination of Agreement. This Agreement may be terminated at any time prior to the Closing Date as follows:

(a) at the election of the Company or Parent if the Closing shall not have occurred by 5:00 p.m. New York City time on June 1, 2027 (the “Initial Outside Date” and, as such time and date may be extended pursuant to this Section 8.1(a), the “Outside Date”); provided that if on such date the conditions set forth in Section 7.1(b) (to the extent the applicable Law or Governmental Order relates to Competition Laws) or Section 7.1(c) remain unsatisfied, the Initial Outside Date shall be automatically extended, without any action of the parties hereto, to 5:00 p.m. New York City time on the date that is three months after the Initial Outside Date (the “First Extended Outside Date”); provided, further, that if on the First Extended Outside Date the conditions set forth in Section 7.1(b) (to the extent the applicable Law or Governmental Order relates to Competition Laws) or Section 7.1(c) remain unsatisfied, the First Extended Outside Date shall be automatically extended, without any action of the parties hereto, to 5:00 p.m. New York City time on the date that is three months after the First Extended Outside Date (the “Second Extended Outside Date”); provided, however, that neither the Company nor Parent may terminate this Agreement pursuant to this Section 8.1(a) if it is in material breach of any of its obligations hereunder and such material breach causes, or results in, either (i) the failure to satisfy the conditions to the obligations of the terminating party set forth in Article VII prior to the Outside Date, or (ii) the failure of the Closing to have occurred prior to the Outside Date; provided, further, that neither the Company nor Parent shall have the right to terminate this Agreement pursuant to this Section 8.1(a) in the event the other party has initiated proceedings to specifically enforce this Agreement while such proceedings are still pending;

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

(c) by the Company or Parent if there shall be in effect a final, nonappealable Governmental Order of a Governmental Entity having competent jurisdiction prohibiting the consummation of the transactions contemplated by this Agreement; provided, however, that the right to terminate this Agreement pursuant to this Section 8.1(c) shall not be available to the party seeking to terminate if such party is then in breach of any of its representations, warranties, covenants or other agreements hereunder that would result in a failure of a condition set forth in Article VII;

(d) by Parent if (i) neither Parent nor Merger Sub is in material breach of any of its obligations hereunder such that the conditions set forth in Section 7.1 or Section 7.3 would not be satisfied and (ii) the Company is in material breach of any of its representations, warranties or obligations hereunder that would render any condition set forth in Section 7.2(a) or Section 7.2(b) not to be satisfied, and such breach is either (A) not capable of being cured prior to the Outside Date or (B) if curable, is not cured within the earlier of (x) twenty Business Days after the giving of written notice of such breach by Parent to the Company and (y) two Business Days prior to the Outside Date;

(e) by the Company if (i) the Company is not in material breach of any of their respective obligations hereunder such that the conditions set forth in Section 7.1 or Section 7.2 would not be satisfied and (ii) Parent or Merger Sub is in material breach of any of their respective representations, warranties or obligations hereunder that would render any condition set forth in Section 7.3(a) or Section 7.3(b) not to be satisfied, and such breach is either (A) not capable of being cured prior to the Outside Date or (B) if curable, is not cured within the earlier of (x) twenty Business Days after the giving of written notice of such breach by the Company to Parent and (y) two Business Days prior to the Outside Date;

(f) by Parent if the Company fails to deliver the Stockholder Approval to Parent within one Business Day after the date hereof; or

(g) by the Company if (i) all the conditions set forth in Section 7.1 and Section 7.2 have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, each of which shall be capable of being satisfied if the Closing Date were the date that notice of termination is delivered by the Company to Parent), (ii) the Company has irrevocably given notice to Parent in writing that the conditions set forth in Section 7.3 have been satisfied or will be waived (other than those conditions that by their terms are to be satisfied at the Closing, each of which shall be capable of being satisfied if the Closing Date were the date that notice of termination is delivered by the Company to Parent), and that the Company is prepared, willing and able to consummate the Closing and (iii) Parent does not consummate the Closing by the day the Closing should have occurred pursuant to, and in accordance with the terms of, Section 2.2 and fails to consummate the Closing within three Business Days of delivery to Parent of the notice referred to in clause (ii) above.

Section 8.2 Procedure Upon Termination. In the event of termination by the Company or Parent, or both, pursuant to Section 8.1, written notice thereof specifying the relevant provision under which termination is made shall be given to the other party hereto .

Section 8.3 Effect of Termination. In the event that this Agreement is validly terminated in accordance with Section 8.1, then each of the parties hereto shall be relieved of its duties and obligations arising under this Agreement after the date of such termination and such termination shall be without liability to the Company or Parent; provided, however, that subject to the terms of this Section 8.3, (a) no such termination shall (i) restrict the availability of specific performance, if any, set forth in

Section 10.13 with respect to surviving obligations that are to be performed following such termination or (ii) relieve any party hereto from liability for damages resulting from any Willful Breach and (b) the provisions of Section 6.3, Section 6.4, Section 6.16(d), this Article VIII, Section 9.1 and Article X (other than with respect to Section 10.13, solely with respect to specific performance to cause the Closing to occur) shall remain in full force and effect and survive any termination of this Agreement in accordance with its terms. In addition to the foregoing, no termination of this Agreement shall relieve Parent or the Company of their respective obligations under Section 6.3 and Section 6.4 or the applicable Affiliate of Parent under the Confidentiality Agreement. For purposes of this Section 8.3, the term “Willful Breach” means a party’s knowing and intentional material breach of any of its representations or warranties, covenants or other agreements set forth in this Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the knowledge that the taking of such act or failure to take such act would, or would reasonably be expected to, cause a material breach of this Agreement. A failure by Parent or the Company to close in accordance with this Agreement when Parent or the Company, as applicable, is obligated to do so shall be deemed to be a Willful Breach. Parent and the Company may petition a court to award money damages in connection with any Willful Breach by Parent or the Company, as applicable, of the terms or conditions set forth in this Agreement, and Parent agrees that such damages of the Company shall not be limited to reimbursement of expenses or out-of-pocket costs, and may include the benefit of the bargain lost by the stockholders of the Company (taking into consideration relevant matters, including other combination opportunities and the time value of money). Parent or the Company, as applicable, may additionally enforce such award and accept damages for such breach.

ARTICLE IX

ADDITIONAL AGREEMENTS

Section 9.1 No Reliance.

(a) Except for the representations and warranties contained in Article IV, Parent acknowledges and agrees that it is acquiring the business of the Company and its Subsidiaries “as-is, where-is”, and none of the Company or any of the Company’s Subsidiaries or any of their respective Affiliates, directors, officers, employees, subsidiaries, controlling persons, agents or other Representatives or any other Person or Non-Recourse Party has made or makes or is authorized to make, and Parent hereby waives, has not relied on, and further expressly disclaims any such reliance on, any and all other representation or warranty, express or implied, whether written or oral, on behalf of the Company, the Company’s Subsidiaries or their respective Affiliates, directors, officers, employees, Subsidiaries, controlling persons, agents or other Representatives or any other Person; provided that, notwithstanding anything to the contrary in this Agreement, nothing in this Article IX shall limit any rights available to any party to this Agreement for a claim for Fraud.

(b) To the fullest extent permitted by applicable Law, except for the representations and warranties expressly set forth in Article IV (as qualified by the Company Disclosure Schedule), Parent acknowledges and agrees that none of the Company, the Company’s Subsidiaries or any other Person will have or be subject to any liability or indemnification obligation on any basis (including in contract or tort, under applicable federal or state securities Laws or otherwise) to Parent or any other Person resulting from the sharing with Parent or its Representatives, or Parent’s use of any information, documents, projections, forecasts or other materials made available to Parent in the Electronic Data Room or management presentations (or omissions therefrom) in expectation of the transactions contemplated by this Agreement or otherwise, and Parent expressly disclaims reliance on any such information, statements, documents,

projections, forecasts or other materials. Except for the representations and warranties expressly set forth in Article IV (as qualified by the Company Disclosure Schedule), it is understood and Parent acknowledges that it has not relied on and expressly disclaims any such reliance on any cost estimates, projections or other predictions, any data, any financial information or any memoranda or offering materials or presentations provided or addressed to Parent (whether or not provided by the Company, the Company’s Subsidiaries or any of their respective Affiliates on their behalf) and that these materials are not and shall not be deemed to be or to include representations and warranties of the Company, any of their respective Subsidiaries or Affiliates or any other Person. Except for the representations and warranties expressly set forth in Article IV (as qualified by the Company Disclosure Schedule), Parent acknowledges and agrees to the Company’s express disavowal and disclaimer of any statements, representations and warranties, whether made by the Company, any Subsidiary of the Company, or any other Person on behalf of the Company or its Subsidiaries, and of all liability and responsibility for any statement, representation, warranty, projections, forecasts or other materials made available to Parent, including any opinion, information, projection, forecast or other information that may have been or may be provided to Parent by any director, officer, employee, agent, consultant or other Representative of the Company or any of their respective Affiliates, and Parent expressly disclaims reliance on any such information or statements. In furtherance of the foregoing, and not in limitation thereof, Parent specifically acknowledges and agrees that none of the Company or any of its Subsidiaries or their respective Affiliates makes or has made, and that, in any event, Parent has not relied on and expressly disclaims any such reliance on, any statement, representation or warranty, express or implied, with respect to any financial projection or forecast delivered to Parent with respect to the performance of the Company or any of the Company’s Subsidiaries either before or after the Closing Date, and Parent expressly disclaims reliance on any such information or statements. Parent acknowledges and agrees, on its own behalf and on behalf of Parent or any of its respective former, current or future partners, stockholders, controlling Persons, managers, members, directors, officers, employees, Affiliates, representatives, agents or any their respective assignees or successors or any former, current or future partner, stockholder, controlling Person, manager, member, director, officer, employee, Affiliate, representative, agent, assignee or successor of any of the foregoing (collectively, the “Parent Related Parties”), that (i) such projections or forecasts are being provided solely for the convenience of Parent to facilitate its own independent investigation of the Company and its Subsidiaries, (ii) there are uncertainties inherent in attempting to make such projections or forecasts, (iii) Parent is familiar with such uncertainties and (iv) Parent is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections or forecasts (including the reasonableness of the underlying assumptions). Parent acknowledges that it has conducted to its satisfaction its own independent investigation of the condition, operations and businesses of the Company and the Company’s Subsidiaries and, in making its determination to proceed with the transactions contemplated by this Agreement, Parent has been provided and has evaluated such documents and information as it has deemed necessary and have relied solely on the results of its own independent investigation and verification and the representations and warranties expressly set forth in Article IV (as qualified by the Company Disclosure Schedule).

(c) Parent (on behalf of itself and its Affiliates, directors, officers, employees, subsidiaries, controlling persons, agents and other Representatives) hereby acknowledges and agrees that, except for the representations and warranties expressly set forth in Article IV (each as qualified by the Company Disclosure Schedule), no other statutory, express or implied representation or warranty, whether written or oral, concerning the Equity Interests of the Company or any of its Subsidiaries, the transactions contemplated by this Agreement or the business, assets or liabilities of the Company and the Company’s Subsidiaries, the execution, delivery or performance of this Agreement or any other matter, including any implied warranties of merchantability and implied warranties of fitness for a particular purpose, is or has been made, and Parent acknowledges that it has not relied on, and expressly disclaims any such reliance on any such representation or warranty.

Section 9.2 Survival. The representations, warranties, covenants and agreements of the parties hereto contained in this Agreement or in any certificate, instrument, opinion, agreement or other document of the Company or any other Person delivered hereunder shall terminate effective as of the Closing and there shall be no liability in respect thereof, whether such liability has accrued prior to or after the Closing, on the part of any party, its Affiliates or any of their respective officers, directors, agents or other Representatives, except for those covenants and agreements that by their terms apply or are to be performed in whole or in part at or after the Closing, which shall survive in accordance with their terms and, if no term is specified, then for the longest period permitted by Law, and Article X. Furthermore, without limiting the generality of this Section 9.2, no Action will be brought, encouraged, supported or maintained by, or on behalf of, Parent, any Parent Related Party, the Company and any of its Subsidiaries (and, after the Closing Date, the Surviving Corporation) against any Company Party, and no recourse will be sought or granted against any of them, by virtue of, or based upon, any alleged misrepresentation or inaccuracy in, or breach of, any of the representations, warranties, covenants or agreements of the Company or any other Person set forth or contained in this Agreement or any other document contemplated hereby or any certificate, instrument, opinion, agreement or other document of the Company or any other Person delivered hereunder, the subject matter of this Agreement or any other document contemplated hereby, the transactions contemplated by this Agreement, the business, the ownership, operation, management, use or control of the business of the Company or any of its Subsidiaries, any of their assets, or any actions or omissions at, or prior to, the Closing Date. For the avoidance of doubt, following the Closing, Parent shall not, and shall cause the other Parent Related Parties not to, bring any claim against any Company Party, and no recourse will be brought or granted by virtue of or based upon any actual, alleged or threatened breach, misrepresentation or inaccuracy of any representation or warranty of the Company set forth in this Agreement.

Section 9.3 Release.

(a) Effective upon the Closing, to the fullest extent permitted by applicable Law, each of Parent, the Company and their respective Subsidiaries, in each case on behalf of itself, its respective Affiliates and the Parent Related Parties (collectively, the “Parent Releasers”), hereby knowingly, willingly, irrevocably and expressly waives, acquits, remises, discharges and forever releases each Company Party from any and all liabilities and obligations to such Parent Releasers of any kind or nature whatsoever arising as of or prior to the Closing and relating to his, her or its direct or indirect ownership interest in, or service as a controlling person, director, officer, employee or agent of the Company or any of the Company’s Subsidiaries, or to the operation of the Company or any of its Subsidiaries or their respective businesses, in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, matured or unmatured or determined or determinable, and whether arising under any Law (including the Comprehensive Environmental Response, Compensation and Liability Act or any other Environmental Law) or Contract (other than this Agreement and any of the other agreements executed and delivered in connection herewith, but, in each case, only to the extent set forth herein or therein) or otherwise at law or in equity, and each of the Parent Releasers hereby agrees that it will not bring, encourage, support or maintain, directly or indirectly, any Action, or seek to recover any amounts in connection therewith or thereunder from any Company Party (except (i) as expressly provided for in this Agreement or any of the other agreements executed and delivered in connection herewith, but, in each case, only to the extent set forth herein or therein, (ii) with respect to any claim for Fraud or (iii) any rights or claims in respect of ordinary course commercial relationships or commercial Contracts with the Securityholder Representative, each Sponsor, their Affiliates or their respective Representatives unrelated to the transactions contemplated hereby). The Company Parties shall be express third-party beneficiaries of this Section 9.3(a) and may enforce the same.

(b) Effective upon the Closing, to the fullest extent permitted by applicable Law, the Securityholder Representative, on behalf of itself, the Sponsors and its and their Affiliates and Representatives (collectively, the “Seller Releasers”), hereby knowingly, willingly, irrevocably and expressly waives, acquits, remises, discharges and forever releases Parent, its Affiliates, the Company, the Surviving Corporation and its Subsidiaries and their respective Representatives from any and all liabilities and obligations to such Seller Releasers of any kind or nature whatsoever arising as of or prior to the Closing and relating to his, her or its direct or indirect ownership interest in, or service as a controlling person, director, officer, employee or agent of the Company or any of the Company’s Subsidiaries, or to the operation of the Company or any of its Subsidiaries or their respective businesses, in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, matured or unmatured or determined or determinable, and whether arising under any Law (including the Comprehensive Environmental Response, Compensation and Liability Act or any other Environmental Law) or Contract (other than this Agreement and any of the other agreements executed and delivered in connection herewith, but, in each case, only to the extent set forth herein or therein) or otherwise at law or in equity, and each of the Seller Releasers hereby agrees that it will not bring, encourage, support or maintain, directly or indirectly, any Action, or seek to recover any amounts in connection therewith or thereunder from Parent, its Affiliates, the Company and its Subsidiaries or their respective Representatives (except (i) with respect to any Seller Releaser that is a Company Employee, rights to earned but unpaid wages or compensation, unpaid vacation and unreimbursed business expenses or any other rights relating to a Person’s engagement or employment by the Company and/or its Subsidiaries (subject to the terms and conditions of any Contract or other arrangement governing such Person’s employment or engagement), (ii) as expressly provided for in this Agreement or any of the other agreements executed and delivered in connection herewith, but, in each case, only to the extent set forth herein or therein, (iii) with respect to any claim for Fraud, (iv) any rights or claims not required to be terminated pursuant to Section 6.8, as set forth under Affiliate Contracts or (v) any rights or claims in respect of ordinary course commercial relationships or commercial Contracts with Parent, its Affiliates, the Company and its Subsidiaries or their respective Representatives unrelated to the transactions contemplated hereby). Parent, its Affiliates, the Company and its Subsidiaries and their respective Representatives shall be express third-party beneficiaries of this Section 9.3(b) and may enforce the same.

ARTICLE X

MISCELLANEOUS

Section 10.1 Assignment; Binding Effect. This Agreement and the rights hereunder are not assignable unless such assignment is consented to in writing by both Parent and the Company; provided that Parent and Merger Sub may assign their rights and obligations pursuant to this Agreement to any direct or indirect wholly owned Subsidiary of Parent without such consent so long as Parent continues to remain liable for all such rights and obligations to the extent not discharged by such Subsidiary. Subject to the preceding sentence, this Agreement and all the provisions hereof shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.

Section 10.2 Governing Law; Jurisdiction.

(a) This Agreement and all Actions (whether in tort, contract or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any Action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) 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.

(b) Each of the parties hereto hereby irrevocably and unconditionally (i) submits, for itself and its property, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, only in the event that the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any state court within the State of Delaware or, only in the event that such state court in the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware), and any appellate court thereof, for purposes of any Action arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any Action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such Actions shall be heard and determined in such courts, (ii) waives, to the fullest extent permitted by Law, any objection which it may now or hereafter have to the laying of venue of any such Action in such court, (iii) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Action in any such court and (iv) agrees that a final judgment in any such Action 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 it at the applicable address in Section 10.4 set forth below shall be effective service of process for any Action brought in any such court.

Section 10.3 WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THE NEGOTIATION, EXECUTION, PERFORMANCE, AND ENFORCEMENT OF THIS AGREEMENT OR ANY OTHER AGREEMENT ENTERED INTO IN CONNECTION HEREWITH AND FOR ANY COUNTERCLAIM WITH RESPECT THERETO. EACH OF THE PARTIES HERETO (A) ACKNOWLEDGES AND AGREES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.3.

Section 10.4 Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (a) when received if delivered personally, (b) when sent by e-mail unless a “bounceback” or “undeliverable” message has been received by the sender or unless transmitted after 5:00 P.M. local time or on a day other than on a Business Day, in which case on the next Business Day, and (c) on the next Business Day when sent by overnight courier service, in each case, to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

If to the Company (prior to the Effective Time) or the Securityholder Representative, to:

c/o USI Insurance Services LLC

100 Summit Lake Drive

Suite 400

Valhalla, NY 10595

Attn: Mary S. Curley

E-mail: [***]

and to:

c/o Kohlberg Kravis Roberts & Co. L.P.

30 Hudson Yards

New York, NY 10001

Attn: Chris Harrington

E-mail: [***]

with copies (which shall not constitute notice) to:

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, NY 10017

Attn: Marni J. Lerner; Daisy Wu

E-mail: mlerner@stblaw.com; daisy.wu@stblaw.com

and

Simpson Thacher & Bartlett LLP

2475 Hanover Street

Palo Alto, California 94304

Attn: Naveed Anwar

E-mail: naveed.anwar@stblaw.com

If to Parent, to:

c/o Aon PLC

200 East Randolph Street

Chicago, IL 60601

Attn: Darren Zeidel

E-mail: [***]

with copies (which shall not constitute notice) to:

Cravath, Swaine & Moore LLP

Two Manhattan West

375 Ninth Avenue

New York, NY 10001

Attn: Robert I. Townsend, III; Jin-Kyu Baek; Maria Ricaurte

E-mail: rtownsend@cravath.com; jbaek@cravath.com; mricaurte@cravath.com

or to such other address, e-mail address or Person as a party shall have last designated by such notice to the other parties.

Section 10.5 Headings. The headings contained in this Agreement are inserted for convenience only and shall not be considered in interpreting or construing any of the provisions contained in this Agreement.

Section 10.6 Fees and Expenses. Except as otherwise specified in this Agreement, each party shall bear its own costs and expenses (including investment advisory and legal fees and expenses) incurred in connection with this Agreement and the transactions contemplated hereby.

Section 10.7 Entire Agreement. This Agreement (including the Annexes, Exhibits and Schedules), together with the Confidentiality Agreement constitute the entire agreement between the parties hereto with respect to the subject matter hereof and supersede all prior agreements and understandings between the parties hereto with respect to such subject matter; provided, however, that this Agreement shall not supersede the terms and provisions of the Confidentiality Agreement, which shall survive and remain in effect until expiration or termination thereof in accordance with its terms and this Agreement.

Section 10.8 Interpretation.

(a) When a reference is made in this Agreement to an Article, Section, subsection, clause, subclause, paragraph, sub-paragraph, Annex, Exhibit or Schedule, such reference shall be to an Article, Section, subsection, clause, subclause, paragraph, sub-paragraph, Annex, Exhibit or Schedule of or to this Agreement (or, with respect to any references to Sections of the Company Disclosure Schedule or Parent Disclosure Schedule in Article IV or Article V, as applicable, the Company Disclosure Schedule or the Parent Disclosure Schedule, as applicable) unless otherwise indicated.

(b) Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.”

(c) When a reference in this Agreement is made to a “party” or “parties,” such reference shall be to a party or parties to this Agreement unless otherwise indicated.

(d) Unless the context requires otherwise, the terms “hereof,” “herein,” “hereby,” “hereto” and derivative or similar words in this Agreement refer to this entire Agreement.

(e) Unless the context requires otherwise, words in this Agreement using the singular or plural number also include the plural or singular number, respectively, and the use of any gender herein shall be deemed to include the other genders.

(f) The words “to the extent” shall mean the degree to which a subject or other thing extends, and shall not simply mean “if”.

(g) The word “or” shall not be exclusive.

(h) Unless the context shall otherwise require, any references to any Contract (including this Agreement) or Law shall be deemed to be references to such Contract or Law as amended, supplemented or modified from time to time in accordance with its terms and the terms hereof, as applicable, and in effect at any given time (and, in the case of any Law, to any successor provisions).

(i) Unless the context shall otherwise require, references to any Person include references to such Person’s successors and permitted assigns, and in the case of any Governmental Entity, to any Person(s) succeeding to its functions and capacities.

(j) When calculating the period of time before which, within which or following which any act is to be done or step is to be taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded. If any time period for giving notice or taking action hereunder expires on a day which is not a Business Day, the time period shall automatically be extended to the Business Day immediately following such non-Business Day.

(k) References in this Agreement to “dollars” or “$” are to U.S. dollars.

(l) This Agreement was prepared jointly by the parties hereto and no rule that it be construed against the drafter will have any application in its construction or interpretation.

Section 10.9 Company Disclosure Schedule.

(a) The Company Disclosure Schedule and the information and disclosures contained therein relate to and qualify certain of the representations, warranties, covenants and obligations made by the Company in this Agreement and shall not be construed or otherwise deemed to constitute, any representation, warranty, covenant or obligation of the Company, the Company’s Subsidiaries or any other Person except to the extent explicitly provided in this Agreement and shall not be deemed to expand in any way the scope or effect of any of such representations, warranties, covenants or obligations. No reference to or disclosure of any item or other matter in the Company Disclosure Schedule shall be construed as an admission or indication, in and of itself, that such item represents a material exception or material fact, event or circumstance, that such item has had or would reasonably be expected to have a Material Adverse Effect, or that such item or other matter is required to be referred to or disclosed in the Company Disclosure Schedule. Such matters are set forth for informational purposes only. No reference in the Company Disclosure Schedule to any agreement or document, in and of itself, shall be construed as an admission or indication that such agreement or document is enforceable or currently in effect or that there are any obligations remaining to be performed or any rights that may be exercised under such agreement or document. No disclosure in the Company Disclosure Schedule relating to any possible breach or violation of, or non-compliance with, any agreement, law or regulation, in and of itself, shall be construed as an admission or indication that any such breach, violation or non-compliance exists or has actually occurred, and nothing in the Company Disclosure Schedule shall constitute an admission of any liability or obligation of any Person to any other Person or shall confer or give any third party any remedy, claim, liability, reimbursement, cause of action or any other right whatsoever. Neither the specification of any item or matter in any representation or warranty contained in this Agreement nor the inclusion of any specific item in the Company Disclosure Schedule is intended to imply that such item or matter, or other items or matters, are or are not in the ordinary course of business, and no party shall use the fact of the setting forth or the inclusion of any such item or matter in any dispute or controversy between the parties hereto as to whether any obligation, item or matter not described in this Agreement or included in the Company Disclosure Schedule is or is not in the ordinary course of business for purposes of this Agreement. The Company

Disclosure Schedule is arranged in sections corresponding to the Sections in this Agreement and any items or matters set forth in one section or subsection of the Company Disclosure Schedule shall be deemed to apply to and qualify the Section or subsection of this Agreement to which it corresponds and each other Section or subsection of this Agreement to the extent the relevance of such items or matters to such other Section or subsection of this Agreement is reasonably apparent on its face. The inclusion of any cross-references to any section or subsection of the Company Disclosure Schedule, or the failure to include such cross-references, shall not be deemed to mean that the relevance of any disclosure is not reasonably apparent on its face for the purposes of the immediately preceding sentence. The headings contained in the Company Disclosure Schedule are included for convenience and reference only, and are not intended to limit the effect of the disclosures contained in the Company Disclosure Schedule or to expand, modify or influence the scope of the information required to be disclosed in the Company Disclosure Schedule or the interpretation of this Agreement.

(b) The information contained in the Company Disclosure Schedule is confidential, proprietary information of the Company and its Subsidiaries, and Parent shall be obligated to maintain and protect such confidential information pursuant to this Agreement and the Confidentiality Agreement. In disclosing the information in the Company Disclosure Schedule, the Company expressly does not waive any attorney-client privilege or other similar privilege associated with such information or any protection afforded by the work-product doctrine or other similar doctrine with respect to any of the matters disclosed or discussed herein.

Section 10.10 Waiver and Amendment. This Agreement may be amended, modified or supplemented only by a mutual written agreement executed and delivered by the Company (with the consent of the Securityholder Representative) and Parent. Except as otherwise provided in this Agreement, any failure of any party to comply with any obligation, covenant, agreement or condition herein may be waived by the party entitled to the benefits thereof only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Section 10.11 Counterparts. This Agreement may be executed in any number of counterparts, including by means of facsimile or email in Portable Document Format, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement.

Section 10.12 Third-Party Beneficiaries. This Agreement shall be binding upon and inure solely to the benefit of, and be enforceable by, only the parties hereto and their respective successors and permitted assigns except (a) as set forth in Section 6.7, Section 9.3, Section 10.16, Section 10.17 and Section 10.18, (b) for the right of the Company on behalf of the Equity Holders to pursue damages (including claims for damages based on loss of the economic benefits of the Merger, including Article III, to the Equity Holders) in the event the Effective Time has not occurred as a result of Parent’s or Merger Sub’s breach of this Agreement (whether or not this Agreement has been terminated pursuant to Section 8.1) or (c) after the Effective Time, if Parent shall not have made payments in accordance with Article III, the right of each Equity Holder to enforce directly its right to receive the amounts payable pursuant to Article III, each of which rights set forth in clauses (a), (b) and (c) hereof are hereby expressly acknowledged and agreed to by Parent and Merger Sub, nothing herein, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever, including any rights of employment for any specified period, under or by reason of this Agreement.

Section 10.13 Remedies. The parties hereto agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the parties hereto do not perform the provisions of this Agreement (including failing to take such actions as are required of them hereunder to consummate the transactions contemplated by this Agreement) in accordance with its specified terms or otherwise breach such provisions. Accordingly, the parties hereto acknowledge and hereby agree that, subject to the terms of this Section 10.13, in the event of any breach or threatened breach by or the Company, on the one hand, or Parent or Merger Sub, on the other hand, of any of their respective covenants or obligations set forth in this Agreement,the Company, on the one hand, and Parent or Merger Sub, on the other hand, shall be entitled to seek an injunction or injunctions to prevent or restrain breaches or threatened breaches of this Agreement by the other (as applicable), and to specifically enforce the terms and provisions of this Agreement to prevent or restrain breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other (as applicable) under this Agreement, without proof of actual damages or inadequacy of legal remedy and without bond or other security being required. The parties hereto hereby further acknowledge and agree that prior to the Closing, the parties hereto shall be entitled to seek specific performance to enforce specifically the terms and provisions of, and to prevent or cure breaches of this Agreement, including Section 6.6 by the parties hereto and to cause the parties hereto to consummate the transactions contemplated hereby, including to effect the Closing in accordance with Section 2.2, on the terms and subject to the conditions in this Agreement. The remedies available to the parties hereto pursuant to this Section 10.13 shall be in addition to any other remedy to which they are entitled at law or in equity, and the election to pursue an injunction or specific performance shall not restrict, impair or otherwise limit any party hereto from seeking to obtain such other remedies. For the avoidance of doubt, the parties hereto further agree that (i) by seeking the equitable remedies provided for in this Section 10.13, a party shall not in any respect waive its right to seek at any time any other form of relief that may be available to a party in accordance with the terms of this Agreement in the event that this Agreement has been terminated or in the event that the equitable remedies provided for in this Section 10.13 are not available or otherwise are not granted, and (ii) nothing set forth in this Section 10.13 shall require any party hereto to institute any proceeding for (or limit any party’s right to institute any proceeding for) specific performance under this Section 10.13 prior or as a condition to exercising any termination right under Article VIII (and pursuing monetary damages after such termination to the extent permitted in accordance with this Agreement), nor shall the commencement of any legal proceeding pursuant to this Section 10.13 or anything set forth in this Section 10.13 restrict or limit any party’s right to terminate this Agreement in accordance with the terms of Article VIII or pursue any other remedies under this Agreement.

Section 10.14 Severability. If any provision of this Agreement or the application of any such provision to any Person or circumstance shall be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision hereof.

Section 10.15 Securityholder Representative.

(a) Pursuant to the adoption of this Agreement by Company Stockholders representing greater than 50% of the outstanding shares of capital stock of the Company, each Equity Holder will be deemed to have irrevocably appointed, authorized and empowered the Securityholder Representative to act as a representative for the benefit of each Equity Holder as the exclusive agent and attorney-in-fact with the power and authority to act on behalf of each Equity Holder in connection with and to facilitate the consummation of the Merger, which shall include the power and authority as is necessary to carry out the functions assigned to the Securityholder Representative under this Agreement and the Paying Agent

Agreement. The grant of authority provided for herein (i) is coupled with an interest and shall be irrevocable and survive the death, incompetency, bankruptcy or liquidation of any Equity Holder and (ii) shall survive the consummation of the Merger and other transactions contemplated hereby and by the other agreements, documents or instruments referred to herein or executed in connection herewith, including the Paying Agent Agreement. All actions taken by the Securityholder Representative under this Agreement and the other agreements, documents or instruments referred to herein or executed in connection herewith, including the Paying Agent Agreement, shall be binding upon all Equity Holders and their respective successors and assigns as if expressly confirmed and ratified in writing by each of them, and Parent and Merger Sub may rely (without independent investigation or further evidence of any kind) upon any such action of the Securityholder Representative as being the action of each Equity Holder. Each Equity Holder upon the execution of a Letter of Transmittal, agrees that any action taken by the Securityholder Representative on its behalf pursuant to the terms of this Agreement, and the other agreements, documents or instruments referred to herein or executed in connection herewith (including the Paying Agent Agreement), including all actions and inactions permitted by this Section 10.15, shall be fully binding on them. By the execution of a Letter of Transmittal each Equity Holder irrevocably shall agree that (A) the Securityholder Representative shall have no liability to any Equity Holder with respect to actions taken or omitted to be taken in its capacity as the Securityholder Representative and that the Securityholder Representative shall be under no obligation to take any action in its capacity as the Securityholder Representative, unless the Securityholder Representative has been provided with funds, security or indemnities which, in the sole determination of Securityholder Representative, are sufficient to protect the Securityholder Representative against the costs, expenses and liabilities which may be incurred by the Securityholder Representative in responding to such direction or taking such action, and (B) the Securityholder Representative shall be entitled to indemnification from the Equity Holders against any loss, liability or expenses arising out of actions taken or omitted to be taken in its capacity as the Securityholder Representative (except for those arising out of Securityholder Representative’s gross negligence or willful misconduct), including the costs and expenses of investigation and defense of claims, on a pro rata basis based on their respective equity interest in the Company as of immediately prior to the Closing.

(b) The parties hereto acknowledge that the Securityholder Representative’s obligations under this Section 10.15 are solely as a representative of the Equity Holders and that the Securityholder Representative shall have no personal responsibility or liability for any expenses, costs or other liabilities incurred by it in such capacity.

Section 10.16 No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document or instrument delivered in connection herewith (other than the Letters of Transmittal), by its acceptance of the benefits of this Agreement, each party hereto covenants, agrees and acknowledges that no Persons other than the parties hereto have any liabilities, obligations, commitments (whether known or unknown or whether contingent or otherwise) hereunder, and that, notwithstanding that the Equity Holders of the Company or their respective managing members or general partners may be partnerships or limited liability companies, no party hereto has no right of recovery under this Agreement, or any claim based on such liabilities, obligations, commitments against, and no personal liability shall attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers or general or limited partners of any of the parties hereto or any former, current or future stockholder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate or agent of any of the foregoing (collectively, but not including the Company, each a “Non-Recourse Party”), through the Company or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of the Company against any Non-Recourse Party, by the enforcement of any assessment or by any legal or equitable proceeding, by

virtue of any statute, regulation or Law, or otherwise. Without limiting the foregoing, no claim will be brought or maintained by Parent, Merger Sub, any Parent Related Party, the Securityholder Representative, any Company Party or any of their respective successors or permitted assigns against any Non-Recourse Party that is not otherwise expressly identified as a party to this Agreement, and no recourse will be brought or granted against any of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach or nonperformance of any of the representations, warranties, covenants or agreements of any party hereto set forth or contained in this Agreement, any exhibit or schedule hereto, any other document contemplated hereby or any certificate, instrument, opinion, agreement or other document of the Company or any other Person delivered hereunder.

Section 10.17 Representation. Parent agrees, on its own behalf and on behalf of each of Merger Sub and their respective directors, officers, managers, employees and Affiliates, that, following the Closing, Simpson Thacher & Bartlett LLP may serve as counsel to the Equity Holders, their Affiliates and their respective directors, officers, managers and employees in connection with any matters related to this Agreement and the transactions contemplated hereby, including any litigation, claim or obligation arising out of or relating to this Agreement or the contemplated transactions notwithstanding any representation by Simpson Thacher & Bartlett LLP prior to the Closing Date of the Company. Parent and the Company hereby (a) waive any claim they have or may have that Simpson Thacher & Bartlett LLP has a conflict of interest or is otherwise prohibited from engaging in such representation and (b) agree that, in the event that a dispute arises either before or after the Closing between Parent, on the one hand, and any of the Equity Holders or any of their respective Affiliates, on the other hand, then Simpson Thacher & Bartlett LLP may represent the Equity Holders or any of their respective Affiliates in such dispute even though the interests of such Person(s) may be directly adverse to Parent or the Company and even though Simpson Thacher & Bartlett LLP may have represented the Company in a matter substantially related to such dispute. Parent and the Company also further agree that, as to all communications prior to Closing among Simpson Thacher & Bartlett LLP and the Company, the Equity Holders or the Equity Holders’ Affiliates and Representatives, that relate in any way to the transactions contemplated hereby, the attorney-client privilege or other applicable legal privilege or protection and the expectation of client confidence belongs to the Equity Holders and may be controlled by the Equity Holders and shall not pass to or be claimed by Parent or the Company. Without limitation of the foregoing, none of Parent, Merger Sub or any of their respective Affiliates (including, after the Closing, the Company or its Subsidiaries) may access, use or rely upon any privileged communications described in the immediately preceding sentence in any dispute against or involving the Equity Holders or their Affiliates. Notwithstanding the foregoing, in the event that a dispute arises between Parent, the Company and a third party other than a party to this Agreement after the Closing, the Company may assert the attorney-client privilege to prevent disclosure of confidential communications by Simpson Thacher & Bartlett LLP to such third party; provided, however, that the Company may not waive such privilege without the prior written consent of the Securityholder Representative. Simpson Thacher & Bartlett LLP is an express intended third-party beneficiary of this Section 10.17 and may enforce the same. This Section 10.17 will survive the Closing and will remain in effect indefinitely.

Section 10.18 Concerning Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, each party hereto hereby:

(a) agrees that any Action, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Sources Related Party in any way arising out of or relating to this Agreement, the Definitive Debt Financing Agreements, the Debt Financing or any of the other transactions contemplated hereby or thereby (any such Action being referred to as a “Debt Financing Sources

Proceeding”) shall be subject to the exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan in the City of New York (or any appellate court therefrom), and agrees not to bring or support, or permit any of its Affiliates to bring or support, any Debt Financing Sources Proceeding in any forum other than in any such court; irrevocably and unconditionally submits, for itself and its property, with respect to any Debt Financing Sources Proceeding to the jurisdiction of any such court; irrevocably and unconditionally waives any objection to the laying of venue of any Debt Financing Sources Proceeding brought in any such court or any claim that any Debt Financing Sources Proceeding brought in any such court has been brought in an inconvenient forum; and agrees that service on any party hereto may be made by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 10.4;

(b) agrees that any Debt Financing Sources Proceeding shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise expressly provided in the Definitive Debt Financing Agreements;

(d) agrees that none of the Debt Financing Sources Related Parties will have any obligation or liability, on any theory of liability, to the Securityholder Representative, the Company, its Subsidiaries or their respective Representatives, and none of the Securityholder Representative, the Company, its Subsidiaries or their respective Representatives shall have any rights or claims (and each of the Securityholder Representative and the Company, each on behalf of itself and its Representatives hereby waives any such rights or claims) against any of the Debt Financing Sources Related Parties, in each case, in any way arising out of or relating to this Agreement, the Definitive Debt Financing Agreements, the Debt Financing or any of the other transactions contemplated hereby or thereby, whether in law or in equity, whether in contract or in tort or otherwise; provided that, notwithstanding the foregoing, nothing herein shall affect (i) the rights of Parent and its Affiliates against the Debt Financing Sources with respect to the Debt Financing or any of the transactions contemplated hereby or thereby or (ii) following the Closing, the rights of the parties to the Debt Financing under any definitive agreements relating thereto; and

(e) agrees that, notwithstanding anything to the contrary in this Agreement or any document entered into in connection with this Agreement, the Debt Financing Sources Related Parties are express third-party beneficiaries of, and may enforce, this Section 10.18 and any of the provisions in this Agreement reflecting the agreements in this Section 10.18, and this Section 10.18 may not be waived, amended or otherwise modified in a manner adverse to any Debt Financing Sources Related Party without the prior written consent of the relevant Debt Financing Source.

Section 10.19 Guarantee. Aon hereby unconditionally guarantees the due, prompt and faithful performance and discharge by, and compliance with, all of the agreements, covenants and obligations of Parent and Merger Sub under this Agreement in accordance with the terms hereof, including any such obligations that are required to be performed, discharged or complied with following the Effective Time by the Surviving Corporation (collectively, the “Parent Obligations”). In the event that Parent, Merger Sub or the Surviving Corporation fails in any manner whatsoever to pay, perform or observe any of the Parent Obligations, Aon will itself duly and promptly pay, perform or observe, as the case may be, such Parent Obligations, or cause the same to be duly and promptly paid, performed or observed, in each case as if Aon were itself Parent, Merger Sub or the Surviving Corporation with respect to such Parent Obligations. Aon hereby waives diligence, presentment, demand of performance, filing of any claim, any right to require any proceeding first against Parent, Merger Sub or the Surviving Corporation, protest, notice and all demands whatsoever in connection with the performance of its obligations set forth in this Section 10.19 or elsewhere in this Agreement.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written.


USI ADVANTAGE CORP.

By:		/s/ Michael J. Sicard
		Name: Michael J. Sicard
		Title: Chairman and CEO

UNO AGGREGATOR II L.P., SOLELY AS THE SECURITYHOLDER REPRESENTATIVE

By:		Uno Aggregator II GP LLC, its General Partner

By:		/s/ Chris Harrington
		Name: Chris Harrington
		Title: Authorized Signatory

AON NORTH AMERICA, INC.

By:		/s/ Gregory C. Case
		Name: Gregory C. Case
		Title: President and Chief Executive Officer

[Signature Page to Agreement and Plan of Merger]


CORTLANDT ACQUISITION CORP.

By:		/s/ Gregory C. Case
		Name: Gregory C. Case
		Title: President and Chief Executive Officer

SOLELY FOR PURPOSES OF ARTICLE V AND SECTION 10.19 OF THIS AGREEMENT:

AON PLC

By:		/s/ Gregory C. Case
		Name: Gregory C. Case
		Title: President and Chief Executive Officer

[Signature Page to Agreement and Plan of Merger]