Commitments.

Titles and Roles.

Information.

Syndication.

Fees.

Conditions.

Indemnity.

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

Confidentiality.

Miscellaneous.

Accepted and agreed to as of the

date first above written:

Borrower:

E2open, LLC, a Delaware limited liability company (the “Borrower”).

Holdings:

E2open Intermediate, LLC, a Delaware limited liability company or any other person controlled by Sponsor that directly owns 100% of the outstanding equity interests of the Borrower as of the Closing Date (“Holdings”).

Transactions:

As set forth in Exhibit A to the Commitment Letter.

Administrative Agent and Collateral Agent:

Golub Capital Markets LLC (“Golub Capital”) will act as sole administrative agent and sole collateral agent (in such capacities, the “Administrative Agent”) for the Lenders (as defined below), and will perform the duties customarily associated with such roles.

Lead Arranger and Bookrunner:

Golub Capital will act as lead arranger and as bookrunner (in such capacities, the “Lead Arranger”), in each case for the Facilities, and will perform the duties customarily associated with such roles.

Lenders:

Golub Capital and/or one or more of its affiliates or managed funds and a syndicate of financial institutions arranged by Lead Arranger in consultation with and reasonably acceptable to the Sponsor, and excluding any Disqualified Lender. All such lenders, the “Lenders”.

All capitalized terms used but not defined herein shall have the meaning given them in the Commitment Letter to which this Term Sheet is attached, including Exhibits A and C thereto.

Senior Secured Credit Facilities:

(A)  A senior secured term loan facility in an aggregate principal amount of $920 million (i) implemented pursuant to new term loan commitments or (ii) to the extent that the Incremental Facility Option is exercised, implemented as an increase of $441 million to the term loan facility under the Existing Credit Agreement plus, at the Borrower’s election, without duplication of any borrowings made under the Revolving Facility under clause (B)(iii) of the section “Availability” below, an amount sufficient to fund any increased fees required to be funded in connection with the exercise of “Flex Provisions” for the Facilities under the Commitment Party Fee Letter (such term loan facility, regardless of whether implemented under clause (i) or (ii) above, the “Term Facility”). The loans under the Term Facility are referred to as the “Term Loans”.

(B)  A senior secured revolving credit facility (the “Revolving Facility” and, together with the Term Facility, the “Facilities”) in an aggregate principal amount of $30 million, of which $10 million will be available for the issuance of letters of credit; provided that to the extent that the Incremental Facility Option is exercised, the Revolving Facility described herein shall not be implemented and the revolving facility under the Existing Credit Agreement shall remain in effect. Commitments under the Revolving Facility are referred to as “Revolving Facility Commitments”. Lenders with Revolving Facility Commitments are collectively referred to as “Revolving Lenders” and the loans thereunder are referred to as “Revolving Loans”; and together with the Term Loans, the “Loans”.

Incremental Facilities:

The Facilities will permit the Borrower to add one or more incremental term loan facilities to, or increase, the Term Facility (each, an “Incremental Term Facility”) and/or increase Revolving Facility Commitments (any such increase, an “Incremental Revolving Increase”; the Incremental Term Facilities and the Incremental Revolving Increases are collectively referred to as “Incremental Facilities”) in an aggregate amount (the “Incremental Cap”) not to exceed (with not more than $15 million of such amount in the form of Incremental Revolving Increases) (A) the greater of (x) $60 million and (y) 0.5x of pro forma Consolidated EBITDA (as defined below) as of the last day of the most recently ended four fiscal quarter period of the Borrower for which financial statements have been delivered (the amount in clause (A), the “Fixed Incremental Amount”) (less the aggregate principal amount of all Incremental Equivalent/Ratio Debt (as defined below) incurred in reliance on the Fixed Incremental Amount) plus (B)

an amount equal to all voluntary prepayments and debt buybacks and payments utilizing the “yank a bank” provisions of any Facilities and all existing Incremental Facilities and Incremental Equivalent/Ratio Debt to the extent ranking pari passu in right of payment and security with the Term Loans made prior to the date of any such incurrence (in the case of the Revolving Facility, only so long as it is accompanied by a corresponding permanent commitment reduction thereunder), in each case except to the extent financed with the proceeds of the incurrence of long-term indebtedness (the amount in this clause (B), the “Fixed Prepayment Amount”) plus (C) an additional amount such that, after giving effect to the incurrence of any such Incremental Facility pursuant to this clause (C) (which shall be deemed to include the amount of any Incremental Revolving Increase incurred at such time, as fully drawn), and after giving effect to any acquisition consummated concurrently therewith and any other acquisition, disposition, debt incurrence, debt retirement and other appropriate pro forma adjustment events, including any debt incurrence or retirement subsequent to the end of the applicable test period and on or prior to the date of such incurrence, all to be further defined in the Facilities Documentation (as defined below)) (but in any event calculated without netting the cash proceeds of such Incremental Facility and any other Incremental Facility (as defined below) incurred concurrently), the Borrower would be in compliance, on a pro forma basis (but excluding the cash proceeds of such incurrence and without giving effect to any amount incurred simultaneously under clause (A) above), with a Total Leverage Ratio (as defined below) (recomputed as of the last day of the most recently ended four fiscal quarter period of the Borrower for which financial statements have been delivered) that is no greater than 7.50:1.00 (the “Incremental Ratio”); provided that

(i)  no event of default (or, in the case of any incurrence or provision of any Incremental Facility in connection with a Limited Condition Acquisition (as defined below), no payment or bankruptcy event of default) under the Facilities Documentation has occurred and is continuing or would exist after giving effect thereto;

(ii)  except in the case of a bridge loan the terms of which provide for an automatic extension of the maturity date thereof, subject to customary conditions, to a date that is not earlier than the latest maturity date of the initial Term Facility, the maturity date of any such Incremental Term Facility shall be no earlier than the maturity date of the initial Term Facility, and the weighted average life of any such Incremental Term

Facility shall not be shorter than the then remaining weighted average life of the initial Term Facility;

(iii)   in the case of an Incremental Revolving Increase, such Incremental Revolving Increase shall be effected as an increase in commitments under the Revolving Facility and on the same terms and pursuant to the same documentation applicable to the Revolving Facility being increased (including as to maturity and scheduled or mandatory prepayment or commitment reductions); provided that, if required to consummate an Incremental Revolving Increase, the pricing, interest rate margins, rate floors and fees on the existing Revolving Facility may be increased (it being understood that additional upfront or similar fees may be payable to the Lenders providing such Incremental Revolving Increase without any requirement to pay such amounts to the existing Revolving Lenders);

(iv) the pricing, interest rate margins, discounts, premiums, rate floors and fees and (subject to clause (ii) above) maturity and amortization schedule applicable to any Incremental Term Facility shall be determined by the Borrower and the lenders thereunder; provided that, in the event that the Effective Yield (to be defined in a manner substantially consistent with the Existing Credit Agreement, after giving effect to the Documentation Considerations) for any Incremental Term Facility secured on a pari passu basis with the initial Term Facility is higher than the Effective Yield for the initial Term Facility by more than 50 basis points per annum, then the interest rate margins for the Term Facility shall be increased to the extent necessary so that the Effective Yield for such Term Facility is equal to the Effective Yield for such Incremental Term Facility, minus 50 basis points per annum (the protections in this clause (iv) are referred to herein as the “MFN Protections”).

(v)   any such Incremental Facility shall be secured by the Collateral on an equal priority basis with the Secured Obligations and shall not be guaranteed by any persons that are not Guarantors of the Secured Obligations or be secured by any assets not constituting Collateral;

(vi) without limiting the second paragraph under the heading “Mandatory Prepayments” below, with respect to mandatory prepayments of term loans and borrowings and prepayments and commitment reductions of re-

volving loans, the Incremental Facilities shall not participate on a greater than pro rata basis than the initial Term Facility or Revolving Facility, as applicable; and

(vii)  subject to clauses (ii), (iii), (iv) and (v) above, any Incremental Term Facility shall be on terms and pursuant to documentation to be determined; provided that, to the extent such terms and documentation are not consistent with the initial Term Facility (except to the extent permitted by clause (ii), (iii), (iv) and (v) above), they shall not be materially more restrictive (when taken as whole) on the Borrower and the restricted subsidiaries than the terms and conditions of the initial Term Facility (when taken as a whole) (except for covenants or other provisions applicable only to the periods after the latest maturity date of all Term Facility and all Incremental Facilities existing at the time such Incremental Facility is incurred) (it being understood to the extent that any financial maintenance covenant is added for the benefit of any Incremental Term Facility, no consent shall be required from the Administrative Agent or any Lender to the extent that such financial maintenance covenant is also added for the benefit of the initial Term Facility).

The opportunity to commit to provide all or a portion of any Incremental Facility shall be offered by the Borrower first to the existing Lenders on a pro rata basis and, to the extent such Lenders have not agreed to provide such Incremental Facility on the terms specified by the Borrower, the Administrative Agent or any arranger of such Incremental Facility after being provided a bona fide opportunity to do so, the Borrower may seek commitments in respect of the Incremental Facilities from additional banks, financial institutions and other institutional lenders or investors who will become Lenders in connection therewith (“Additional Lenders”); provided that (i) the applicable Administrative Agent shall have consent rights (not to be unreasonably withheld, conditioned or delayed) with respect to such Additional Lender, if such consent would be required under the heading “Assignments and Participations” for an assignment of loans or commitments, as applicable, to such Additional Lender, (ii) solely with respect to any Incremental Revolving Increase, the Issuing Banks (as defined below) shall have consent rights (not to be unreasonably withheld, conditioned or delayed) with respect to such Additional Lender, if such consent would be required under the heading “Assignments and Participations” for an assignment of revolving loans or commitments, as applicable, to such Additional Lender and (iii) the restrictions applicable to Affiliated Lenders set forth under “Assignments and Participations”

shall apply to loans and commitments in respect of Incremental Facilities.

The Facilities Documentation will permit the Borrower or any of the Guarantors to utilize availability under the Incremental Facilities to issue Incremental Equivalent/Ratio Debt as set forth below. The Borrower shall not have the ability to reclassify any indebtedness incurred under the Fixed Incremental Amount and/or the Fixed Prepayment Amount after the incurrence thereof.

Refinancing Facilities:

The Facilities Documentation will permit the Borrower or any of the Guarantors to refinance loans or commitments under the Term Facility or Revolving Facility Commitments or loans or commitments under any Incremental Facility (a “Refinanced Facility”) from time to time, in whole or part, with one or more new Term Facilities (each, a “Refinancing Term Facility”) or new revolving credit facility (each, a “Refinancing Revolving Facility”; the Refinancing Term Facility and the Refinancing Revolving Facilities are collectively referred to herein as “Refinancing Facilities”), respectively, under the Facilities Documentation with the consent of the Borrower and the institutions providing such Refinancing Term Facility or Refinancing Revolving Facility or with one or more additional series of senior unsecured or senior subordinated notes or loans or senior secured notes or loans that will be secured by the Collateral on an equal priority basis (but without regard to the control of remedies) with the Facilities, or notes or loans that will be secured by the Collateral on a subordinated basis to the Facilities which, in each case, will be subject to a customary intercreditor agreement reasonably acceptable to the Administrative Agent and the Borrower (such notes or loans, “Refinancing Notes” and, together with the Refinancing Facilities, the “Refinancing Indebtedness”), subject to terms and conditions substantially consistent with those set forth in the Existing Credit Agreement after giving effect to the Documentation Considerations.

Purpose:

(A)  The proceeds of borrowings under the Term Facility will be used by the Borrower on the Closing Date, together with the proceeds from borrowings under the Revolving Facility (limited as set forth below), (i) to fund the transactions described in Exhibit A and (ii) to fund any original issue discount or upfront fees to the extent otherwise permitted above.

(B)  The letters of credit and proceeds of Revolving Loans may be used by the Borrower and its restricted subsidiaries for working capital and other general corporate purposes, including the financing of Permitted Acquisitions and other investments, dividends and any other

use, in each case, not prohibited by the Facilities Documentation.

(C)  The proceeds of any Incremental Facility may be used by the Borrower and its restricted subsidiaries for working capital and other general corporate purposes, including the financing of Permitted Acquisitions and other permitted investments and permitted dividends and any other use not prohibited by the Facilities Documentation.

(D)  The net cash proceeds of any Refinancing Term Facility or of any Refinancing Revolving Facility shall be applied to refinance the applicable Refinanced Facility.

Availability:

(A)  The Term Facility will be available in a single drawing on the Closing Date. Amounts borrowed under the Term Facility that are repaid or prepaid may not be reborrowed.

(B)  Revolving Loans (exclusive of Letter of Credit usage) may be made available on the Closing Date (i) to finance the Transactions, (ii) for ordinary course working capital needs or to fund working capital or similar adjustments under the Acquisition Agreement, (iii) for any amount needed to fund any increased fees required to be funded on the Closing Date due to the exercise of the “Flex Provisions” under the Commitment Party Fee Letter and (iv) to cash collateralize existing letters of credit, guarantees or performance or similar bonds; provided that the aggregate amount of Revolving Loans made available on the Closing Date for the purposes described in clauses (i) and (ii) shall not exceed $5 million. Otherwise, Revolving Loans will be available at any time after the Closing Date and prior to the final maturity of the Revolving Facility, in minimum principal amounts to be agreed upon. Amounts repaid under the Revolving Facility may be reborrowed. The Borrower will be able to make same day ABR borrowings under the Revolving Facility up to an amount not to exceed $2 million; provided, however, that notice of such same-day borrowing must be delivered to the Administrative Agent by 10:00 AM (New York City time).

Interest Rates:

Initially, the interest rates under the Facilities will be as follows:

With respect to Revolving Loans, at the option of the Borrower, Adjusted LIBO Rate plus 5.75% or ABR plus 4.75%.

With respect to Term Loans, at the option of the Borrower, Adjusted LIBO Rate plus 5.75% or ABR plus 4.75%.

From and after the first full fiscal quarter ending after the Closing Date, the Facilities will be subject to a leverage based pricing grid to be agreed.

The Borrower may elect interest periods/terms of 1, 2, 3 or 6 months (or, if agreed by all relevant Lenders, 12 months or, if agreed by the Administrative Agent, a period of shorter than 1 month) for Adjusted LIBO Rate borrowings.

Calculation of interest shall be on the basis of the actual days elapsed in a year of 360 days (or 365 or 366 days, as the case may be, in the case of ABR loans).

Interest shall be payable in arrears (a) for loans accruing interest at a rate based on Adjusted LIBO Rate, at the end of each interest period and, for interest periods of greater than 3 months, every three months, and on the applicable maturity date and (b) for loans accruing interest based on the ABR, quarterly in arrears and on the applicable maturity date.

“ABR” is the “Alternate Base Rate”, which shall be defined in a manner consistent with the Existing Credit Agreement, after giving effect to the Documentation Considerations.

“Adjusted LIBO Rate” shall be defined in a manner consistent with the Existing Credit Agreement, after giving effect to the Documentation Considerations.

The Facilities Documentation shall include appropriate mechanics with respect to the implementation of an alternative Adjusted LIBO Rate if the rate described above becomes unavailable, which alternative rate shall be mutually agreed by the applicable Administrative Agent and the Borrower in light of then-prevailing market practice; provided that, if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero.

There shall be a minimum Adjusted LIBO Rate (i.e. Adjusted LIBO Rate prior to adding any applicable interest rate margins thereto) of 1% per annum.

Letter of Credit Fee:

A per annum fee equal to the spread over Adjusted LIBO Rate under the Revolving Facility will accrue for the account of Revolving Lenders on the aggregate face amount of outstanding letters of credit under the Revolving Facility, payable in arrears at the end of each quarter and upon the termination of the Revolving Facility, in each case for the actual number of days elapsed over a 360-day year. Such fees shall be paid to the Administrative Agent for distribution to the Revolving

Lenders pro rata in accordance with the amount of each such Revolving Lender’s Revolving Facility Commitment, with exceptions for Defaulting Lenders (to be defined in a manner consistent with the Existing Credit Agreement). In addition, the Borrower shall pay to each Issuing Bank, for its own account, (a) a customary fronting fee on the aggregate face amount of outstanding letters of credit issued by such Issuing Bank, payable in arrears at the end of each quarter and upon the termination of the Revolving Facility, in each case for the actual number of days elapsed over a 360 day year, and (b) customary issuance and administration fees.

Commitment Fees:

The Borrower shall pay a commitment fee, for the account of Revolving Lenders, of 0.50% per annum, on the average daily unused portion of the Revolving Facility, payable in arrears at the end of each quarter, in each case for the actual number of days elapsed over a 360 day year. Such fees shall be paid to the Administrative Agent for distribution to the Revolving Lenders pro rata in accordance with the amount of each such Revolving Lender’s Revolving Facility Commitment, with exceptions for Defaulting Lenders.

Default Rate:

During the continuance of any payment or bankruptcy event of default under the Facilities Documentation, the overdue principal amount of the Loans shall bear interest at a default rate of interest equal to an additional 2.00% per annum over the rate otherwise applicable and all other obligations under the Facilities Documentation that are past due shall bear interest at a default rate equal to 2.00% per annum plus the interest rate applicable to ABR loans, which, in each case, shall be payable on demand.

Letters of Credit:

An aggregate amount of no less than $10 million (denominated in U.S. dollars) will be available to the Borrower for the purpose of issuing standby letters of credit. Letters of credit under the Revolving Facility will be issued by a bank or other legally authorized person designated by the Administrative Agent and reasonably acceptable to the Borrower (each an “Issuing Bank”). Each letter of credit shall expire not later than the earlier of (a) 12 months after its date of issuance and (b) the third business day prior to the final maturity of the Revolving Facility; provided that any letter of credit may provide for renewal thereof for additional periods of up to 12 months (which in no event shall extend beyond the date referred to in clause (b) above), except to the extent cash collateralized or backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank. The face amount of any outstanding letter of credit (and, without duplication, any unpaid drawing in respect thereof) will reduce availability under the Revolving Facility on a dollar-for-dollar basis.

Drawings under any letter of credit shall be reimbursed by the Borrower (whether with its own funds or with the proceeds of loans under the Revolving Facility) within one business day after notice of such drawing is received by the Borrower from the relevant Issuing Bank (with interest payable thereon as customarily provided). The Revolving Lenders will be irrevocably and unconditionally obligated to acquire participations in each letter of credit, pro rata in accordance with their Revolving Facility Commitments, and to fund such participations in the event the Borrower does not reimburse an Issuing Bank for drawings within the time period specified above.

If any Revolving Lender becomes a “Defaulting Lender”, then the letter of credit exposure of such Defaulting Lender will automatically be reallocated among the non-Defaulting Lenders pro rata in accordance with their Revolving Facility Commitments up to an amount such that the revolving credit exposure of such non-Defaulting Lender does not exceed its Revolving Facility Commitment. In the event that such reallocation does not fully cover the letter of credit exposure of such Defaulting Lender, the applicable Issuing Bank may require the Borrower to cash collateralize such “uncovered” exposure in respect of each outstanding letter of credit and will have no obligation to issue new letters of credit, or to extend, renew or amend existing letters of credit to the extent letter of credit exposure would exceed the Revolving Facility Commitments of the non-Defaulting Lenders, unless such “uncovered” exposure is cash collateralized to the Issuing Bank’s reasonable satisfaction

Final Maturity and Amortization:

(A)  Term Facility

The Term Facility will amortize in equal quarterly installments in aggregate annual amounts equal to 1% of the original principal amount of the Term Facility (commencing with the last business day of the first full fiscal quarter ended after the Closing Date or, if the Incremental Facility Option is exercised, the last business day of the first fiscal quarter ended after the Closing Date), with the balance payable on the maturity date thereof. The Term Facility will mature on the maturity date for the existing term facility set forth in the Existing Credit Agreement.

The Facilities Documentation shall contain “amend and extend” provisions consistent with those contained in the Existing Credit Agreement, after giving effect to the Documentation Considerations.

(B)  Revolving Facility

The Revolving Facility will mature, and lending commitments thereunder will terminate, on the maturity date for the existing revolving facility set forth in the Existing Credit Agreement.

The Facilities Documentation shall contain “amend and extend” provisions consistent with those contained in the Existing Credit Agreement, after giving effect to the Documentation Considerations

Guarantees:

All obligations of the Borrower under (i) the Facilities and Incremental Facilities (“Credit Agreement Obligations”), and (ii) at the election of the Borrower delivered in writing to the Administrative Agent, any interest rate protection or other swap or hedging arrangements (other than any obligation of any Guarantor (as defined below) to pay or perform under any agreement, contract, or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act (a “Swap”), if, and to the extent that, all or a portion of the guarantee by such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation, or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) and subject to certain exceptions), and obligations under cash management arrangements, in each case entered into with a Lender, the Lead Arranger, the Administrative Agent or any affiliate of a Lender, the Lead Arranger or the Administrative Agent or other persons to be mutually agreed (“Hedging/Cash Management Arrangements”) will be unconditionally guaranteed jointly and severally on a senior basis (the “Guarantees”) by Holdings, the Borrower (other than with respect to its own primary obligations) and each existing and subsequently acquired or organized direct or indirect wholly-owned U.S. organized restricted subsidiary of the Borrower (the “Subsidiary Guarantors” and, in the case of the obligations of the Subsidiary Guarantors under Hedging/Cash Management Arrangements only, the Borrower (Holdings, the Subsidiary Guarantors and the Borrower together, the “Guarantors”); provided that Guarantors shall not include (a) unrestricted subsidiaries, (b) immaterial subsidiaries (to be defined by reference to individual revenues or assets excluded and the aggregate revenues or assets of the overall restricted group excluded), (c) any subsidiary that is restricted or prohibited by applicable law, rule or regulation or by any contractual obligation existing on the Closing Date or on the date any such subsidiary is acquired (so long as in respect of any such restriction or contractual prohibition, such restriction or prohibition is not incurred in contemplation of such acquisition and, in each case, only for

so long as such restriction or prohibition is continuing), in each case, from guaranteeing the Secured Obligations (as defined below) or which would require governmental (including regulatory) consent, approval, license or authorization to provide a Guarantee unless such consent, approval, license or authorization has been received (with no obligation to pursue such consent, approval, license or authorization), or for which the provision of a Guarantee would result in a material adverse tax consequence to Holdings, the Borrower or one of their respective subsidiaries (as determined in good faith by the Borrower), (d) any direct or indirect U.S. subsidiary of a direct or indirect non-U.S. subsidiary of a Borrower that is a “controlled foreign corporation” within the meaning of Section 957 of the Internal Revenue Code of 1986, as amended (the “Code”) (any such non-U.S. subsidiary, a “CFC”) and any direct or indirect U.S. subsidiary of a Borrower that has no material assets other than the equity of (or equity of and obligations owed or treated as owed by) one or more direct or indirect non-U.S. subsidiaries that are CFCs (any such entity, a “FSHCO”), (e) certain special purpose entities and not for profit subsidiaries, if any and (f) any restricted subsidiary acquired pursuant to a Permitted Acquisition (as defined below) or similar investment financed with secured indebtedness permitted to be incurred pursuant to the Facilities Documentation as assumed indebtedness (and not incurred in contemplation of such Permitted Acquisition) and any restricted subsidiary thereof that guarantees such indebtedness, in each case to the extent, and so long as, such secured indebtedness prohibits such subsidiary from becoming a Guarantor.

The Borrower may, at its option, cause any restricted subsidiary that is not otherwise required to become a Guarantor to become a Guarantor with the consent of the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed).

Notwithstanding the foregoing, subsidiaries may be excluded from the guarantee requirements in circumstances where the Borrower and the Administrative Agent reasonably agree that the cost of providing such a guarantee is excessive in relation to the value afforded thereby.

Security:

Subject to the limitations set forth below in this section and subject to the Certain Funds Provisions, the Credit Agreement Obligations, the Guarantees in respect of the Credit Agreement Obligations and the Hedging/Cash Management Arrangements (collectively, the “Secured Obligations”; provided the Secured Obligations shall not include obligations under Hedging/Cash Management Arrangements owed to a person that is not a Lender, the Lead Arranger, the Administrative Agent or an affiliate of a Lender, the Lead Arranger or

the Administrative Agent to the extent that such obligations are in excess of an aggregate amount to be agreed) will be secured on a first priority (subject to permitted liens) basis by: (a) a perfected pledge of 100% of the equity interests of the Borrower and each direct, wholly-owned restricted subsidiary of the Borrower and of each Guarantor (which pledge, in the case of capital stock of any non-U.S. organized subsidiary that is a CFC or FSHCO, shall be limited to 65% of the voting capital stock and 100% of the non-voting capital stock of such non-U.S. organized subsidiary or FSHCO) and (b) perfected security interests in, and mortgages on, substantially all tangible and intangible personal property and material fee-owned real property of the Borrower and each Guarantor (including but not limited to accounts receivable, inventory, equipment, general intangibles (including contract rights), deposit and securities accounts, investment property, U.S. intellectual property, real property, intercompany notes, instruments, chattel paper and documents, letter of credit rights, commercial tort claims and proceeds of the foregoing) (the items described in clauses (a) and (b) above, but excluding the Excluded Assets (as defined below), collectively, the “Collateral”). The pledges of and security interests in and mortgages on the Collateral granted by the Borrower and each Guarantor shall secure its own respective Secured Obligations.

Notwithstanding anything to the contrary, the Collateral shall exclude (including from applicable security documents) the following: (i) (A) any fee-owned real property with a fair market value of less than an amount to be agreed (with all required mortgages being permitted to be delivered post-closing subject to the requirements of the Certain Funds Provisions) and (B) all real property leasehold interests (with no requirements to deliver landlord lien waivers, estoppels and collateral access letters), (ii) any governmental licenses or state or local franchises, charters or authorizations, to the extent a security interest in any such licenses, franchise, charter or authorization would be prohibited or restricted thereby (including any legally effective prohibition or restriction) after giving effect to the anti-assignment provisions of the UCC and other applicable law, (iii) pledges and security interests prohibited by applicable law, rule or regulation (including any legally effective requirement to obtain the consent of any governmental authority) after giving effect to the anti-assignment provisions of the UCC and other applicable law other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the Uniform Commercial Code or other similar applicable law notwithstanding such prohibition, (iv) margin stock and, to the extent prohibited by, or creating an enforceable right of termination in favor of any other party thereto (other than Holdings, a Borrower or any wholly owned restricted subsidiary of a Borrower), under the terms of any

applicable organizational documents, joint venture agreement or shareholders’ agreement, equity interests in any person other than wholly-owned restricted subsidiaries after giving effect to the anti-assignment provisions of the UCC and other applicable law, (v) assets to the extent a security interest in such assets would result in material adverse tax consequences to Holdings, the Borrower or one of their respective subsidiaries (as determined in good faith by the Borrower), (vi) any intent-to-use trademark application prior to the filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, (vii) any equity interest of any non-wholly owned Subsidiary or joint venture the extent (but only for so long as) the pledge thereof is prohibited by the organizational documents thereof, (viii) any lease, license or other agreement or any property subject to a purchase money security interest, capital lease obligation or similar arrangement permitted under the Facilities Documentation to the extent that a grant of a security interest therein would violate or invalidate such lease, license or agreement or purchase money, capital lease or similar arrangement or create a right of termination in favor of any other party (other than Holdings, a Borrower or any wholly owned restricted subsidiary of a Borrower) after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code or other similar applicable law, other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the Uniform Commercial Code or other similar applicable law notwithstanding such prohibition, (ix) voting capital stock of (A) any subsidiary that is a CFC or (B) any FSHCO, in each case in excess of 65% of the total voting capital stock of such subsidiary, (x) any segregated funds or accounts held or received on behalf of third parties (other than Borrower or any Guarantor), (xi) equity interests of immaterial subsidiaries, except to the extent perfection of a security interest therein can be accomplished by the filing of a UCC financing statement, (xii) equity interests of unrestricted subsidiaries, not-for-profit entities and special purpose entities, (xiii) motor vehicles, railcars, motor vehicles, trailers, aircraft, aircraft engines, construction and earth moving equipment and other assets subject to certificates of title any property, except to the extent perfection of a security interest therein can be accomplished by the filing of a UCC financing statement, (xiv) any property, including cash to secure letter of credit reimbursement obligations (other than in respect of Letters of Credit) and any segregated cash deposits (other than in favor of any Agent for the benefit of any of the Secured Parties) that constitute liens permitted under certain provisions to be agreed of the Facilities Documentation in which the Borrower or a subsidiary thereof that is a Guarantor now or hereafter has rights, to the extent in each case, that a security interest may not be granted by the Borrower or a subsidiary thereof that is a Guarantor in such property as a matter

of applicable law, rule or regulation, or under the effective terms of the property or the governing document applicable thereto, without the consent of one or more parties thereto other than the Borrower or any Guarantor or any of their subsidiaries, but only for so long as such consent has not been obtained and only so long as such prohibition was not created in contemplation hereof and only for so long as such prohibition is not terminated or rendered unenforceable or otherwise deemed ineffective by the Uniform Commercial Code and (xv) other exceptions to be mutually agreed. The Collateral may also exclude those assets as to which the Borrower and the Administrative Agent reasonably agree that the cost of obtaining such a security interest or perfection thereof are excessive in relation to the benefit to the Lenders of the security to be afforded thereby (the foregoing described in the previous two sentences are collectively referred to as the “Excluded Assets”).

In addition, (a) landlord lien waivers, estoppels and collateral access letters shall not be required and no perfection actions shall be required (beyond the filing of a financing statement under the Uniform Commercial Code) with respect to (i) letter of credit rights, except to the extent constituting a supporting obligation for other Collateral as to which perfection is accomplished by the filing of a UCC financing statement (it being understood that no actions shall be required to perfect a security interest in letter of credit rights, other than the filing of a UCC financing statement or equivalent), (ii) commercial tort claims with a value of less than an amount to be agreed and (iii) promissory notes evidencing debt for borrowed money in a principal amount (individually) of less than an amount to be agreed, (b) share certificates of foreign subsidiaries shall only be required to be delivered upon the reasonable request of the Administrative Agent and (c) unless and only to the extent a non-U.S. subsidiary becomes a Guarantor as provided above, no actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction shall be required to be taken, nor shall the Administrative Agent be authorized to take any such action, to create any security interests in assets located or titled outside of the U.S. or to perfect or make enforceable any security interests in any such assets (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction).

Within 90 days (or such longer period as the Administrative Agent shall reasonably agree) following the Closing Date (or the date of acquisition or opening thereof), Borrower and the Guarantors shall be required to maintain springing account control agreements with respect to all deposit and securities

accounts, excluding payroll, withholding trust and other similar accounts and other accounts containing less than an amount to be determined. For the avoidance of doubt, no such account control agreements will be required as a condition to funding on the Closing Date.

All the above-described pledges, security interests and mortgages shall be created on terms substantially consistent with those set forth in the Existing Credit Agreement, after giving effect to the Documentation Considerations (as defined below).

Mandatory Prepayments:

Loans under the Term Facility and under any Incremental Term Facility shall be prepaid with:

(A)  commencing with the first full fiscal year of the Borrower to occur after the Closing Date, an amount equal to 50% of Excess Cash Flow (to be defined in a manner substantially consistent with the equivalent definition set forth in the Existing Credit Agreement after giving effect to the Documentation Considerations, with step-downs to 25% and 0% based upon the achievement and maintenance of Total Leverage Ratios equal to or less than 6.75:1:00 and 6.25:1.00, respectively; provided that, for any fiscal year, at the Borrower’ option, any voluntary prepayments of loans under the Facilities or under any Incremental Facility (including prepayments at a discount to par offered to all Lenders under the Term Facility or under any Incremental Term Facility, with credit given for the aggregate amount of cash used to make such prepayments) and any voluntary prepayments or redemptions of any Refinancing Debt and/or Incremental Equivalent/Ratio Debt, in each case to the extent secured by liens on the Collateral on a pari passu basis with the Facilities (in each case, other than prepayments funded with proceeds of the Revolving Facility or other long-term indebtedness or equity and, subject, in the case of any prepayment of the revolving credit facility, to the extent commitments thereunder are permanently reduced by the amount of such prepayments), made during such fiscal year or after year-end and prior to the time such Excess Cash Flow prepayment is due, may, in each case, be credited against Excess Cash Flow prepayment obligations on a dollar-for-dollar basis for such fiscal year (without duplication of any such credit in any prior or subsequent fiscal year); provided that prepayments shall only be required under this clause (A) if, and only to the extent, that the amount of Excess Cash Flow is in excess of $15 million for any fiscal year;

(B)  an amount equal to 100% of the net cash proceeds of non-ordinary course asset sales or other dispositions of assets by the Borrower and its restricted subsidiaries after the Closing Date (including insurance and condemnation proceeds and sale leaseback proceeds) in excess of an amount to be agreed for each individual asset sale or disposition (or series of concurrent related asset sales or dispositions) and an amount to be agreed in the aggregate for any fiscal year (in each case, with only the amount in excess of such amount being required to repay the Loans), and subject to the right of the Borrower and its subsidiaries to reinvest such required amount of such proceeds, if such proceeds are reinvested (or committed to be reinvested) within 18 months of the receipt of such net cash proceeds and, if so committed to be reinvested in the business, including in Permitted Acquisitions and capital expenditures, so long as such reinvestment is actually completed within 180 days thereafter, and other exceptions to be set forth in the Facilities Documentation substantially consistent with the exceptions set forth in the Existing Credit Agreement, after giving effect to the Documentation Considerations; provided that the Borrower may elect to deem expenditures that otherwise would be permissible reinvestments that occur prior to receipt of the proceeds of an asset sale to have been reinvested in accordance with the provisions hereof, so long as such deemed expenditure shall have been made no earlier than the earlier of execution of a definitive agreement for such asset sale and consummation of such asset sale; and

(C)  an amount equal to 100% of the net cash proceeds of issuances of debt obligations of the Borrower and its restricted subsidiaries after the Closing Date (other than debt permitted under the Facilities Documentation, except in respect of Refinancing Indebtedness).

Mandatory prepayments shall be applied, without premium (except as otherwise provided below) or penalty, subject to reimbursement of the Lenders’ redeployment costs in the case of a prepayment of Adjusted LIBO Rate borrowings other than on the last day of the relevant interest period, to the amortization payments scheduled to occur under the Term Facility and any Incremental Term Facility in direct order of maturity. With respect to mandatory prepayments under clauses (A) or (B) above, such prepayment shall be applied ratably between the Term Facility, each Incremental Term Facility and Refinancing Term Facility under the Facilities Documentation and any other Incremental Equivalent/Ratio Debt secured on a pari

passu basis with the Facilities (other than any class of Incremental Term Facility or Refinancing Term Facility under the Term Documentation or any such Incremental Equivalent/Ratio Debt that has agreed to receive a less than pro rata share of any mandatory prepayment). With respect to mandatory prepayments under clause (C) above, such prepayment, (i) to the extent resulting from the incurrence of Refinancing Indebtedness, shall be applied in the manner directed by the Borrower to the applicable class of Loans or Revolving Facility Commitments being refinanced and (ii) to the extent resulting from the incurrence of other debt obligations not permitted under the Facilities Documentation, shall be applied ratably between the Term Facility, each Incremental Term Facility and Refinancing Term Facility under the Facilities Documentation and any other Incremental Equivalent/Ratio Debt secured on a pari passu basis with the Facilities (other than any class of Incremental Term Facility or Refinancing Term Facility under the Term Documentation or any such Incremental Equivalent / Ratio Debt that has agreed to receive a less than pro rata share of any mandatory prepayment).

Notwithstanding the foregoing, the Facilities Documentation will provide that, in the event that any Refinancing Indebtedness or any Incremental Equivalent/Ratio Debt shall be incurred, such Refinancing Indebtedness or Incremental Equivalent/Ratio Debt (to the extent secured on an equal priority basis with the Facilities) may share no more than ratably in any prepayments required by the foregoing provisions of clauses (A) and (B).

Any prepayment or requirement to prepay from a non-U.S. restricted subsidiary’s Excess Cash Flow and asset sale or other disposition proceeds will be limited in a manner substantially consistent with Existing Credit Agreement after giving effect to the Documentation Considerations to the extent such prepayment or requirement (including the repatriation of cash in connection therewith) would (a) be prohibited, delayed or restricted by applicable law, rule or regulation (provided that the Borrower and its restricted subsidiaries shall take all commercially reasonable actions available under local law to permit such repatriation) or (b) result in material adverse tax consequences to Holdings, the Borrower or one of their respective subsidiaries (as determined in good faith by the Borrower).

Any Lender may elect not to accept its pro rata portion of any mandatory prepayment other than a prepayment described in clause (C) above (each a “Declining Lender”). Any prepayment amount declined by a Declining Lender may be retained by the Borrower and shall be added to the Available Amount

Basket (as defined below) (such amount, the “Declined Proceeds”).

Reductions in Commitments:

Voluntary reductions of the unutilized portion of the Revolving Facility Commitments and voluntary prepayments of borrowings under the Facilities will be permitted at any time, in minimum principal amounts to be agreed upon, without premium or penalty (except as set forth in the next two succeeding paragraphs), subject to reimbursement of the Lenders’ redeployment costs in the case of a prepayment of Adjusted LIBO Rate borrowings other than on the last day of the relevant interest period.

Voluntary prepayments (other than a voluntary prepayment in connection with a change of control or IPO (as defined below)), prepayments from the incurrence of non-permitted indebtedness and refinancings of the Term Facility shall be subject to a prepayment premium (including as a result of a mandatory prepayment with debt proceeds) in an amount equal to (a) if such prepayment is made prior to the first anniversary of the Closing Date, an amount equal to 2.00% of the principal amount of the Term Facility so prepaid (or total payment of 102%) and (b) if such prepayment is made on or after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date, an amount equal to 1.00% of the principal amount of the Term Facility so prepaid (or total payment of 101%) (this paragraph, collectively, the “Call Protection”). For the purposes of this paragraph, “IPO” shall mean any initial underwritten public offering (other than a public offering pursuant to a registration statement on Form S-8) of common equity interests by Holdings or any direct or indirect parent entity of Holdings.

All voluntary prepayments of the Term Facility, any Incremental Term Facility or any Refinancing Term Facility will be applied to the remaining amortization payments under such Term Facility, Incremental Term Facility or Refinancing Term Facility, as directed by the Borrower (and absent such direction, in direct order of maturity thereof), including to any class of extending or existing Term Loans in such order as the Borrower may designate, and shall be applied to the Term Facility, any Incremental Term Facility or any Refinancing Term Facility, as determined by the Borrower.

Conditions to Initial Borrowing:

The availability of the Facilities on the Closing Date will be subject solely to the conditions expressly set forth in Exhibit C to the Commitment Letter.

Conditions to Subsequent Borrowings:

After the Closing Date, the making of each extension of credit under the Facilities (except, in the case of clauses (b) and (c)

below, in connection with incurrences under Incremental Facilities and Refinancing Facilities) shall be conditioned upon (a) delivery of a customary borrowing/issuance notice, (b) the accuracy of representations and warranties in the Facilities Documentation in all material respects (or, if qualified by materiality, in all respects) and (c) the absence of defaults or events of default at the time of, and after giving effect to the making of, such extension of credit.

Facilities Documentation:

The Facilities will be documented either as (i) if the Incremental Facility Option is exercised, as an amendment and incremental increase to that certain Credit Agreement, dated as of November 26, 2018, among the Borrower, E2Open Intermediate, LLC, the lenders party thereto and Golub Capital as the administrative agent and collateral agent (the “Existing Credit Agreement”) or (ii) under a single new credit agreement (in each case, the “Facilities Documentation”) and shall be drafted initially by counsel for the Borrower and shall contain the terms set forth in this Exhibit B and, to the extent any other terms are not expressly set forth in this Exhibit B, will (i) be negotiated in good faith within a reasonable time period to be determined based on the expected Closing Date and (ii) contain such other terms as the Borrower and the Lead Arranger shall reasonably agree; it being understood and agreed that the Facilities Documentation shall be substantially consistent with Existing Credit Agreement; provided that such Existing Credit Agreement shall be further modified by the terms set forth herein and, subject to (i) materiality qualifications and other exceptions that give effect to and/or permit the Transactions, (ii) baskets, thresholds and exceptions that are to be agreed in light of the Consolidated EBITDA, total assets and leverage level of the Borrower and its subsidiaries (after giving effect to the Transactions), (iii) such other modifications to reflect the operational and strategic requirements of the Borrower and its subsidiaries (after giving effect to the Transactions) in light of their size, total assets, geographic locations, industry (and risks and trends associated therewith), businesses, business practices, operations, financial accounting and the Projections and (iv) modifications to reflect changes in law or accounting standards since the date of the Existing Credit Agreement. To the extent that any representations and warranties made on the Closing Date are qualified by “Material Adverse Effect”, for the purposes of such representations and warranties, the definition thereof shall be “Material Adverse Effect” as defined in the Acquisition Agreement. This paragraph shall be referred to as the “Documentation Considerations”.

Limited Condition Acquisition:

For purposes of (i) determining compliance with any provision of the Facilities Documentation which requires the calcu-

lation of the Total Leverage Ratio (as defined below), (ii) determining compliance with representations, warranties, defaults or events of default or (iii) testing availability under baskets set forth in the Facilities Documentation (including baskets measured as a percentage of total assets or Consolidated EBITDA), in each case, in connection with any applicable Permitted Acquisition or similar investment permitted under the Facilities Documentation whose consummation is not conditioned on the availability of, or on obtaining, third-party financing (any such transaction, a “Limited Condition Acquisition”), at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and if, after giving pro forma effect to the Limited Condition Acquisition and the other transactions to be entered into in connection therewith as if they had occurred at the beginning of the most recent test period ending prior to the LCA Test Date, such action could have been taken on the relevant LCA Test Date in compliance with such ratio, representation, warranty, absence of default or event of default or basket, such ratio, representation, warranty, absence of default or event of default or basket shall be deemed to have been complied with.

For the avoidance of doubt, if the Borrower has made an LCA Election and any of the ratios or baskets for which compliance was determined or tested as of the LCA Test Date are exceeded as a result of fluctuations in any such ratio or basket at or prior to the consummation of the relevant transaction or action (including due to fluctuations of the target of any Limited Condition Acquisition), such ratios or baskets will not be deemed to have been exceeded as a result of such fluctuations. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of such ratios or baskets on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement for such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of debt and the use of proceeds thereof) have been consummated.

Representations and Warranties:

Limited to the following (to be applicable to the Borrower and its restricted subsidiaries only and, solely in the case of compliance with PATRIOT Act, OFAC, FCPA and other anti-money laundering, anti-corruption, sanctions and anti-terrorism laws, Holdings and all of its subsidiaries): organizational status and good standing; power and authority, due authorization, qualification, execution, delivery and enforceability of the applicable Facilities Documentation; with respect to the execution, delivery and performance of the applicable Facilities Documentation, no violation of, or conflict with, material law, organizational documents or material agreements; compliance with law; PATRIOT Act; OFAC; FCPA; other anti-money laundering, anti-corruption, sanctions and anti-terrorism laws; litigation; margin regulations; material governmental and third party approvals with respect to the execution, delivery and performance of the applicable Facilities; Investment Company Act; accurate and complete disclosure; accuracy of historical financial statements and pro forma financial statements; projections; since the Closing Date, no Material Adverse Effect (as defined below); taxes; ERISA and labor matters; subsidiaries; intellectual property; environmental laws; use of proceeds; status of the applicable Facilities as “senior debt” and “designated senior debt” (if applicable); ownership of properties; insurance; creation, perfection and priority of liens and other security interests; consolidated Closing Date solvency of the Borrower and its subsidiaries on a consolidated basis on the Closing Date and accuracy of the beneficial ownership certification required by 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation” and such certification, “Beneficial Owner Certification”) as of the Closing Date, subject, where applicable, in the case of each of the foregoing representations and warranties, to qualifications and limitations for materiality to be provided in the Facilities Documentation, which shall be substantially consistent with the qualifications and limitations for materiality provided in the Existing Credit Agreement, after giving effect to the Documentation Considerations.

“Material Adverse Effect” shall mean a circumstance or condition affecting the business, operations, or financial condition of the Borrower and its restricted subsidiaries, taken as a whole, that, individually or in the aggregate, would materially adversely affect (a) the ability of the Borrower and the other Loan Parties, taken as a whole, to perform their payment obligations under the applicable Facilities Documentation or (b) the rights and remedies of the applicable Administrative Agent and the applicable Lenders under the applicable Facilities Documentation in any material respect.

Affirmative Covenants:

Limited to the following (to be applicable to the Borrower and its restricted subsidiaries only and, solely in the case of compliance with PATRIOT Act and beneficial ownership information and documentation, OFAC, FCPA and other anti-money laundering, anti-corruption, sanctions and anti-terrorism laws, Holdings and all of its subsidiaries): delivery of (a) annual audited and quarterly unaudited financial statements within 120 days of the end of any fiscal year and 45 days of the end of each fiscal quarter (with extended time periods of 180 days for delivery of the first annual financial statements, 150 days for delivery of the second annual financial statements, and 60 days for delivery of the first three quarterly financial statements, in each case, to be delivered after the Closing Date and with annual financial statements to be accompanied by an opinion of an independent accounting firm (which opinion shall not contain any scope qualification or any going concern qualification (other than resulting from (x) an upcoming maturity under any indebtedness for borrowed money,(y) any actual or prospective breach of any financial covenant under any Indebtedness for borrowed money or (z) the activities of unrestricted subsidiaries)), (b) annual budget reports in a form customarily prepared by the Borrower (with delivery time periods to be within 90 days after the end of each fiscal year of the Borrower), (c) officers’ compliance certificates and (d) other information reasonably requested by the applicable Administrative Agent; delivery of notices of defaults, ERISA events and other events that would reasonably be expected to result in a Material Adverse Effect; inspections (subject to frequency (so long as there is no ongoing event of default)); maintenance of property (subject to casualty, condemnation and normal wear and tear) and customary insurance (but not, for the avoidance of doubt, flood insurance except to the extent required by applicable law); maintenance of existence and corporate franchises, rights and privileges; maintenance and inspection of books and records; payment of taxes and similar claims; compliance with laws and regulations (including ERISA, environmental, PATRIOT Act, OFAC, FCPA and other anti-money laundering, anti-corruption, sanctions and anti-terrorism laws); additional Guarantors and Collateral (subject to limitations set forth under “Guarantees” and “Security” above) and related required actions; use of proceeds and letters of credit; changes in lines of business; changes in fiscal year; designation (and redesignation) of Unrestricted Subsidiaries; and further assurances on collateral matters, subject, where applicable, in the case of each of the foregoing covenants, to exceptions and qualifications to be provided in the Facilities Documentation, which shall be substantially consistent with the exceptions and qualifications provided in the Existing Credit Agreement, after giving effect to the Documentation Considerations.

Negative Covenants:

Limited to the following (to be applicable to the Borrower and its restricted subsidiaries and, in the case of clause (l) below, Holdings):

(a)   limitations on the incurrence of debt (which shall permit, among other things, (i) the indebtedness under the Facilities (including Incremental Facilities), (ii) non-speculative hedging arrangements, (iii) any indebtedness incurred or issued prior to the Closing Date which remains outstanding and is permitted to remain outstanding under the Acquisition Agreement, all of which indebtedness, to the extent in excess of a threshold amount to be agreed, shall be scheduled, (iv) any secured or unsecured notes or loans (including debt incurred or assumed in connection with a Permitted Acquisition) (subject to a sublimit for non-Guarantor subsidiaries) in lieu of the Incremental Facilities (such loans or notes, “Incremental Equivalent/Ratio Debt”); provided that either (x) the incurrence of such indebtedness shall, if applicable, result in a dollar for dollar reduction of the amount of indebtedness that the Borrower may incur in respect of the Incremental Facilities in reliance on the Fixed Incremental Amount and/or the Fixed Prepayment Amount, as applicable, and the other requirements related to the incurrence of the Incremental Facilities shall be satisfied (including as to maturity and weighted average life requirements, the MFN Protections in the case of indebtedness secured by the Collateral on a pari passu basis with the Secured Obligations, and Collateral and security matters) or (y) after giving pro forma effect to the incurrence of such Incremental Equivalent/Ratio Debt, the Total Leverage Ratio does not exceed 7.50:1.00 (subject to compliance with the Required Additional Debt Terms (defined in a manner consistent with the Existing Credit Agreement, after giving effect to the Documentation Considerations), including the application of the MFN Protections in the case of indebtedness secured by the Collateral on a pari passu basis with the Secured Obligations), (v) Refinancing Indebtedness, (vi) purchase money indebtedness and capital leases up to an amount to be agreed and subject to customary limitations, (vii) indebtedness arising from agreements providing for adjustments of purchase price or “earn outs” entered into in connection with acquisitions (it being understood that payments of such obligations shall be subject to limitations consistent with the Existing Credit Agreement, after giving effect to the Documentation Considerations), (viii) a general debt basket in an

amount of $25 million, (ix) a non-Guarantor debt basket up to an amount to be agreed and (x) other customary exceptions to be agreed);

(b)   limitations on liens, which shall permit, among other things, (i) liens securing the Facilities (including the Incremental Facilities)), (ii) liens securing Refinancing Indebtedness, (iii) any Incremental Equivalent/Ratio Debt, subject to customary requirements regarding entry into one or more intercreditor agreements satisfactory to the Administrative Agent, (iv) liens securing purchase money indebtedness or capital leases permitted under clause (a)(vi) above, (v) a general lien basket in an amount of $25 million, and (vi) a non-Guarantor subsidiary lien basket equal to the size of the non-Guarantor subsidiary debt basket; provided that the liens shall only encumber the assets of the non-Guarantor subsidiaries owing such obligations;

(c)   limitations on fundamental changes (which shall permit Permitted Acquisitions consummated as mergers or consolidations);

(d)   limitations on asset sales (including sales of subsidiaries) and sale and lease back transactions (which, in each case, shall be permitted on the terms set forth in the third succeeding paragraph);

(e)   limitations on investments and acquisitions (which shall be permitted on the terms set forth in the fourth succeeding paragraph and, in addition, which shall permit, among other things, (i) investments in the Borrower and its restricted subsidiaries, limited to $15 million outstanding in restricted subsidiaries which are not Loan Parties (excluding investments outstanding on the Closing Date that are scheduled), (ii) investments in connection with the Transactions, (iii) investments in joint ventures, unrestricted subsidiaries and similar businesses up to an amount to be agreed, (iv) a general investments basket of $20 million, plus an amount not to exceed the unused amount of the general restricted payments basket and the unused amount of the general Junior Debt prepayments basket, (v) Permitted Acquisitions, (vi) investments with the Available Amount Basket as set forth in the second succeeding paragraph and (vii) so long as no payment or bankruptcy event of default has occurred and is continuing, unlimited investments subject only to pro forma compliance with a Total Leverage Ratio of 6.50:1.00);

(f)   limitations on dividends or distributions on, or redemptions of, the Borrower’s (or any of its direct or indirect parent company’s) equity (which shall permit, among other things, (i) with respect to any taxable period ending after the Closing Date for which the Borrower is treated as, or is disregarded as separate from, a partnership for U.S. federal income tax purposes, distributions to the Borrower’s equity owners to pay taxes attributable to allocations of taxable income from the Borrower (with the method for determining the maximum permitted amount of any such tax distributions to be mutually agreed in the Facilities Documentation, but in any event to take into account, among other things, any adjustment to the basis of the Borrower’s and Holdings (and any of its direct or indirect parent entities’) property pursuant to Section 734, 743 or 754 of the Internal Revenue Code and any comparable provision of state and local income tax law), (ii) payment of legal, accounting and other ordinary course corporate overhead or other operational expenses of any such parent entity not to exceed an amount to be agreed in any fiscal year and for the payment of franchise or similar taxes to maintain the legal existence of such parent entity, (iii) dividends, distributions or redemptions with the Available Amount Basket as set forth in the second succeeding paragraph, (iv) dividends, distributions or redemptions in connection with the Transactions, (v) dividends, distributions or redemptions of up to $15 million (shared with the general Junior Debt basket), (vi) following an initial public offering and so long as no event of default has occurred and is continuing or would result therefrom, dividends or distributions in an aggregate amount not to exceed 6.0% per annum of the aggregate amount of IPO proceeds received by, or contributed to, the Borrower or any of its restricted subsidiaries, (vii) so long as no event of default has occurred and is continuing, additional dividends, distributions or redemptions, subject only to pro forma compliance with a Total Leverage Ratio of 6.00:1.00) and (viii) dividends and distributions to the Borrower’s direct parent to the extent, in the case of any cash dividend or distribution, the proceeds thereof will be used to finance an investment that would be permitted to be made directly by the Borrower or any restricted subsidiary and such investment is promptly contributed to the Borrower or a restricted subsidiary;

(g)   limitations on prepayments, purchases or redemptions of any contractually subordinated or junior lien indebtedness for borrowed money in excess of a threshold amount to be agreed (collectively, “Junior Debt”) or

amendments of the documents governing such Junior Debt in a manner (when taken as a whole) materially adverse to the Lenders (which shall permit, among other things, (i) refinancing or exchanges of Junior Debt for other Junior Debt maturing no earlier, and not having a shorter weighted average life, than the Junior Debt being so refinanced or exchanged (provided that such refinancing or exchange indebtedness shall be subordinated indebtedness), (ii) conversion of Junior Debt to common or “qualified preferred” equity, (iii) prepayments, purchases or redemptions of Junior Debt with the Available Amount Basket as set forth in the second succeeding paragraph, (iv) prepayments, purchases or redemptions of up to $15 million (shared with the general restricted payments basket) and (v) so long as no event of default has occurred and is continuing, unlimited prepayments, purchases or redemptions of Junior Debt subject only to pro forma compliance with a Total Leverage Ratio of 6.00:1.00;

(h)   limitations on negative pledge clauses and burdensome agreements;

(i)  limitations on transactions with affiliates (which shall permit, among other things, (i) so long as no payment or bankruptcy event of default exists, payment of management fees (it being understood that in the event of any such event of default such fees may continue to accrue on a subordinated basis) to the Sponsor and its affiliates and (ii) payment of indemnities and reasonable out-of-pocket expenses owed by Borrower or any of its restricted subsidiaries to the Sponsor or any of its respective affiliates);

(j)  changes in fiscal year;

(k)   amendments of organizational documents of the Borrower and the Subsidiary Guarantors that are materially adverse to the Lenders; and

(l)  solely with respect to Holdings, maintenance of passive holding company status.

The negative covenants will be subject, in the case of each of the foregoing covenants to exceptions, qualifications and “baskets” to be set forth in the Facilities Documentation that are substantially consistent with the exceptions, qualifications and “baskets” set forth in Existing Credit Agreement, after giving effect to the Documentation Considerations; provided that (i) certain monetary baskets will include basket builders

based on a percentage of Consolidated EBITDA of the Borrower and its restricted subsidiaries equivalent to the initial monetary amount of such basket.

In addition, certain negative covenants shall include an “Available Amount Basket”, which shall mean a cumulative amount equal to (a) the greater of (x) $40 million and (y) 33% of Consolidated EBITDA for the most recently ended period of four consecutive fiscal quarters (this clause (a), the “Available Amount Starter”), plus (b) commencing with the first full fiscal year of the Borrower to occur after the Closing Date, retained excess cash flow (which in no event shall be less than zero for any fiscal year), plus (c) the amount of Declined Proceeds, plus (d) other amounts consistent with the Existing Credit Agreement, after giving effect to the Documentation Considerations. The Available Amount Basket may be used for certain investments, dividends and distributions and the prepayment, purchase or redemption of Junior Debt; provided that use of the Available Amount Basket attributable to clause (b) above shall be subject to no event of default having occurred and be continuing and (x) in the case of investments, a pro forma Total Leverage Ratio no greater than 7.00:1.00 and (y) in the case of dividends and distributions in respect (or purchases) of capital stock of the Borrower (or any of its direct or indirect parent companies) or prepayment, purchase or redemption of Junior Debt a pro forma Total Leverage Ratio no greater than 6.25:1.00.

Subject to the fundamental changes covenant, the Borrower or any restricted subsidiary will be permitted to make non-ordinary course of business asset sales or dispositions (other than asset sales or dispositions of Material Intellectual Property (to be defined in a manner consistent with the Existing Credit Agreement, after giving effect to the Documentation Considerations)) without limit so long as (a) such sales or dispositions are for fair market value, as determined by the Borrower in good faith, (b) at least 75% of the consideration for asset sales and dispositions in excess of an amount to be agreed shall consist of cash or cash equivalents (subject to exceptions to be set forth in the Facilities Documentation to be agreed, which shall include a basket in an amount to be agreed for non-cash consideration that may be designated as cash consideration) and (c) such asset sale or disposition is subject to the terms set forth in the section entitled “Mandatory Prepayments” hereof.

The Borrower or any restricted subsidiary will be permitted to make acquisitions of persons that become restricted subsidiaries or of assets (including assets constituting a business unit, line of business or division) or capital stock (each, a “Permit-

ted Acquisition”), along with intercompany investments necessary to consummate such Permitted Acquisition, subject solely to the following terms and conditions: (a) before and after giving effect thereto, (i) at the time of consummation of such Permitted Acquisition (other than a Permitted Acquisition that is a Limited Condition Acquisition), no event of default shall have occurred and be continuing and (ii) in the case of a Permitted Acquisition that is a Limited Condition Acquisition, (A) on the date the definitive agreements for such Limited Condition Acquisition are entered into, no event of default shall have occurred and be continuing, and (B) at the time of consummation of such Limited Condition Acquisition, no payment or bankruptcy event of default has occurred and is continuing, (b) after giving effect thereto, the Borrower is in compliance with the permitted lines of business covenant, (c) pro forma compliance with the Financial Maintenance Covenant, (d) solely to the extent required by, and subject to the limitations set forth in “Guarantees” and “Security” above, the acquired company and its subsidiaries (other than any subsidiaries of the acquired company designated as an unrestricted subsidiary as provided in “Unrestricted Subsidiaries” below) will become Guarantors and pledge their Collateral to the Administrative Agent, subject to a limitation in an aggregate amount not to exceed $80 million with respect to acquired companies and assets that do not become, or shall be owned by, Loan Parties.

Each covenant shall also permit reliance on one or more available exceptions and baskets at the Borrower’s option, and if such exceptions and baskets include a combination of fixed amounts (including any related builder or grower component) and amounts permitted under incurrence-based ratio tests in concurrent transactions, a single transaction or a series of related transactions, any incurrence-based ratio tests shall be calculated without giving effect to the utilization of such fixed amounts, except that incurrences of debt and liens constituting fixed amounts shall be taken into account for purposes of incurrence-based ratio tests other than incurrence-based ratio tests contained in the debt and liens negative covenants. For the avoidance of doubt, all debt substantially contemporaneously incurred will be included for purposes of determining compliance with incurrence-based ratio tests outside of the debt and liens covenants.

Financial Maintenance Covenant:

The Facilities Documentation will contain a maximum Total Leverage Ratio with regard to the Borrower and its restricted subsidiaries on a consolidated basis (the “Financial Maintenance Covenant”).

The Financial Maintenance Covenant (x) will be tested quarterly commencing with the first full fiscal quarter to occur after the Closing Date (or, if the Incremental Facility Option is exercised, the last business day of the first fiscal quarter ended after the Closing Date) and (y) will initially be set at a level of 10.50:1.00, with step-downs to 9.50:1.00 commencing on the last day of the fiscal quarter ending May 31, 2021 and to 8.75:1.00 commencing on the last day of the fiscal quarter ending May 31, 2022.

For purposes of determining compliance with the Financial Maintenance Covenant, any cash equity contribution (which shall be common equity or otherwise in a form reasonably acceptable to the Administrative Agent) made to a Borrower after the beginning of the relevant fiscal quarter and on or prior to the day that is 15 business days after the day on which financial statements are required to be delivered for such fiscal quarter will, at the request of the Borrower, be included in the calculation of Consolidated EBITDA solely for purposes of determining compliance with the Financial Maintenance Covenant at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter (any such equity contribution so applied, a “Specified Equity Contribution”), subject solely to the following terms and conditions: (a) in each four fiscal quarter period, there shall be at least two fiscal quarters in respect of which no Specified Equity Contribution is made, (b) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause the Borrower to be in pro forma compliance with the Financial Maintenance Covenant for the relevant fiscal quarter, (c) all Specified Equity Contributions shall be disregarded for purposes of determining pricing, financial ratio-based conditions and any baskets with respect to the covenants contained in the Facilities Documentation and shall be disregarded for purposes of the calculation of the Available Amount Basket, (d) during the term of the Facilities no more than five (5) Specified Equity Contributions may be made and (e) there shall be no pro forma reduction in indebtedness with the proceeds of any Specified Equity Contribution for determining compliance with the Financial Maintenance Covenant for any fiscal quarter in which such Specified Equity Contribution is deemed applied, except in the case of any fiscal quarter subsequent to such Specified Equity Contribution, to the extent such proceeds are actually applied to repay indebtedness. The Facilities Documentation will contain a customary standstill provision with respect to the declaration of an event of default and/or exercise of remedies during the period in which a Specified Equity Contribution could be made. It is understood that there shall be no borrowing or issuance under the Revolving

Facility following a breach of the Financial Maintenance Covenant until the Specified Equity Contribution has actually been received by the Borrower.

“Consolidated EBITDA” (or, with respect to clauses (a), (d), (e), (f), (j) and (k) below, “Consolidated Net Income”) shall be defined to include, in any event and without limitation, add backs, deductions and adjustments, as applicable, without duplication, for:

(a) all non-cash items,

(b) all extraordinary (as defined under GAAP as in effect prior to FASB Update No. 2015-01), unusual or non-recurring items,

(c) restructuring, integration and business optimization expenses or costs (including charges related to the implementation of cost-savings initiatives, operating expense reductions and other similar initiatives), reserve, retention, recruiting, relocation and signing bonuses and expenses, contract termination costs, severance costs and other one-time and nonoperational costs and expenses,

(d) any expenses or costs incurred in connection with equity offerings, investments, dispositions or indebtedness, whether or not consummated,

(e) minority interest expenses related to subsidiary income attributable to minority equity interests in third parties,

(f) non-cash costs or non-cash expenses incurred in connection with equity or stock option plans or similar management or employee benefit plans,

(g) pro forma “run rate” cost savings, operating expense reductions and other synergies and similar pro forma adjustments (in each case, net of amounts actually realized) related to acquisitions, dispositions and other specified transactions, or related to restructuring initiatives, cost savings initiatives and other initiatives that are reasonably identifiable and projected by the Borrower in good faith to result from actions that have either been taken, with respect to which substantial steps have been taken or are that are expected to be taken after the date of consummation of such acquisition, disposition or other specified transaction or the initiation of such restructuring initiative, cost savings initiative or other initiatives (in the good faith determination of the Borrower); provided that any such cost savings, operating expense reductions and synergies are projected in good faith to be realized within 24 months after the end of the relevant test period; provided, further, that the amounts added back to Consolidated EBITDA pursuant to this

clause (g) shall not exceed 25% of Consolidated EBITDA (determined exclusive of such amounts) for any test period,

(h) [reserved],

(i) adjustments and add backs (i) reflected in, and up to amount set forth in, the model provided by the Sponsor to the Lead Arranger on May 1, 2019 (excluding any adjustments for changes in deferred revenue, billings-based adjustments, any adjustments for realized foreign exchange gains or losses and any addbacks for capitalized software expenditures and one-time research and development costs that could be capitalized (for the avoidance of doubt, all capitalized software expenditures shall be deducted in the calculation of Consolidated EBITDA)), (ii) reflected in any quality of earnings report prepared by independent registered public accountants of recognized national standing or any other accounting firm reasonably acceptable to the Administrative Agent and delivered to the Administrative Agent (excluding any adjustments for changes in deferred revenue, billings-based adjustments, any adjustments for realized foreign exchange gains or losses and any addbacks for capitalized software expenditures and one-time research and development costs that could be capitalized (for the avoidance of doubt, all capitalized software expenditures shall be deducted in the calculation of Consolidated EBITDA)); provided, however, that the add back related to one-time research and development costs that could be capitalized included in the quality of earnings report provided to the Lead Arranger on May 9, 2019 that relates to the specific one-time research and development projects described in such quality of earnings report shall be permitted to be added back in the calculation of Consolidated EBITDA through the test period ending on February 29, 2020 and (iii) consistent with Regulation S-X, and

(j) management, monitoring, consulting, transaction, refinancing and advisory fees (including termination fees) and related indemnities and expenses paid.

Capitalized software expenditures and capitalized commissions will be deducted in the calculation of Consolidated EBITDA.

Notwithstanding anything to the contrary contained herein or in the Existing Credit Agreement, all financial calculations shall be made without giving effect to ASC 606.

“Consolidated Total Debt” shall be defined as the outstanding principal amount of all third party debt for borrowed money, purchase money indebtedness, capital leases, unreimbursed drawings under letters of credit and third party debt obligations evidenced by bonds, debentures, notes, loan agreements

or similar instruments, in each case of the Borrower and the restricted subsidiaries, determined in accordance with GAAP, net of (x) cash and cash equivalents with respect to which the Administrative Agent has a first priority perfected lien pursuant to a control agreement plus (y) in the case of cash and cash equivalents held in foreign accounts, up to $7.5 million at any one time.

“Total Leverage Ratio” shall be defined as the ratio of Consolidated Total Debt on any date to Consolidated EBITDA for the most recently completed four fiscal quarter period for which financial statements have been delivered and ended prior to such date.

Unrestricted Subsidiaries:

The Facilities Documentation will contain provisions pursuant to which, subject to limitations on loans, advances, guarantees and other investments in, unrestricted subsidiaries, the Borrower will be permitted to designate any existing or subsequently acquired or organized subsidiary as an “unrestricted subsidiary” and subsequently re-designate any such unrestricted subsidiary as a restricted subsidiary subject solely to the following terms and conditions: (a) the fair market value of such subsidiary at the time it is designated as an “unrestricted subsidiary” shall be treated as an investment by the Borrower or the applicable restricted subsidiary at such time, (b) any redesignation of an unrestricted subsidiary as a restricted subsidiary shall be deemed to constitute the incurrence of debt and liens of such subsidiary at such time, (c) immediately after giving effect to such designation, the Borrower shall be in pro forma compliance with the Financial Maintenance Covenant, (d) no subsidiary may be designated as an “unrestricted subsidiary” or continue as an “unrestricted subsidiary” if such subsidiary (i) is a “restricted subsidiary” for the purpose of any other material indebtedness or (ii) is the legal owner of any Material Intellectual Property and (e) no event of default under the Facilities Documentation has occurred or is continuing or would exist after giving effect thereto. Unrestricted subsidiaries will not be subject to the representation and warranties, affirmative or negative covenant or event of default provisions of the Facilities Documentation and the results of operations and indebtedness of unrestricted subsidiaries will not be taken into account for purposes of determining Consolidated EBITDA, consolidated total assets or compliance with the Financial Maintenance Covenant.

Events of Default:

Limited to the following (to be applicable to the Borrower and its restricted subsidiaries only and, solely to the extent applicable, Holdings): nonpayment of principal when due; nonpayment of interest or other amounts after a five business day grace period; violation of covenants (subject, in the case of

affirmative covenants (other than notices of default and maintenance of the Borrower’ existence), to a thirty day grace period); incorrectness of representations and warranties in any material respect (subject to a 30-day grace period in the case of misrepresentations that are capable of being cured); cross default and cross acceleration to indebtedness of an amount in excess of an amount to be agreed; bankruptcy or other similar events of Holdings, the Borrower or its material restricted subsidiaries (with a 60 day grace period for involuntary events); monetary judgments of an amount in excess of an amount to be agreed; ERISA or similar events that have resulted in (or could reasonably be expected to result in) a Material Adverse Effect; actual or asserted invalidity of material Guarantees or security documents or loss of liens on a material portion of Collateral; and change of control (other than a Permitted Change of Control (as defined below), and to include a pre- and post-initial public offering provision and otherwise be measured by permitted holders having voting control of board).

With respect to any default or event of default, the words “exists,” “is continuing” or similar expressions with respect thereto shall mean that the default or event of default has occurred and has not yet been cured or waived.

Permitted Change of Control:

The Facilities Documentation shall contain provisions allowing for a “Permitted Change of Control” consistent with the Existing Credit Agreement, after giving effect to the Documentation Considerations.

Voting:

The voting provisions to be set forth in the Facilities Documentation shall be substantially consistent with those set forth in the Existing Credit Agreement, after giving effect to the Documentation Considerations.

Withholding Taxes:

The cost and yield protection and withholding tax provisions to be set forth in the Facilities Documentation shall be substantially consistent with those set forth in the Existing Credit Agreement, after giving effect to the Documentation Considerations.

Defaulting Lenders:

The Defaulting Lender provisions to be set forth in the Facilities Documentation shall be substantially consistent with those set forth in the Existing Credit Agreement, after giving effect to the Documentation Considerations.

Assignments and Participations:

The assignments and participations provisions to be set forth in the Facilities Documentation shall be substantially consistent with those set forth in the Existing Credit Agreement, after giving effect to the Documentation Considerations.

Expenses and Indemnification:

The expense and indemnification provisions to be set forth in the Facilities Documentation shall be substantially consistent with those set forth in the Existing Credit Agreement, after giving effect to the Documentation Considerations.

Governing Law and Forum:

New York.

Counsel to the Administrative Agent, Lead Arranger and Bookrunner:

White & Case LLP

The Acquisition shall have been consummated, or substantially simultaneously with the initial borrowing under the Term Facility, shall be consummated, in all material respects in accordance with the terms of the Acquisition Agreement, after giving effect to any modifications, amendments, supplements, consents, waivers or requests, other than those modifications, amendments, supplements, consents, waivers or requests (including the effects of any such requests) by you that are materially adverse to the interests of the Lenders or the Commitment Party which have not been consented to in writing by the Initial Lenders (it being understood that (a) any decrease in the purchase price of 10% or less from the aggregate purchase price set forth in the Acquisition Agreement as of the date hereof shall not be materially adverse to the interests of the Lenders and the Commitment Party so long as any such decrease is applied to reduce the reduce the aggregate amount of the Term Facility, (b) any increase in the purchase price shall not be materially adverse to the interests of the Lenders and the Commitment Party so long as such increase is not funded by the incurrence of additional funded indebtedness and (c) any amendment to the definition of “Material Adverse Effect” in the Acquisition Agreement shall be deemed to be materially adverse to the interests of the Lenders and the Commitment Party.

The Equity Contribution shall have been consummated, or substantially simultaneously with the initial borrowing under the Term Facility, shall be consummated.

The Refinancing shall have been consummated, or substantially simultaneously with the initial borrowing under the Term Facility, shall be consummated.

There shall not have occurred a Material Adverse Effect (as defined in the Acquisition Agreement) since the date of the Acquisition Agreement.

Subject in all respects to the Certain Funds Provisions and the satisfaction of certain obligations on a post-closing basis, as a condition to the availability of the Facilities all documents and instruments required to create and perfect the Administrative Agents’ security interests in the Collateral shall have been executed and delivered and, if applicable, be in proper form for filing (or arrangements reasonably satisfactory to the Administrative Agent shall have been made for the execution, delivery and filing of such documents and instruments substantially concurrently with the consummation of the Transactions).

(i) The Administrative Agent and the Lead Arranger shall have received at least three (3) business days before the Closing Date all documentation and other information about the Borrower and the Guarantors that the Administrative Agent and the Lead Arranger reasonably determine is required by United States regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act and (ii) if the Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230, the Administrative Agent and each Initial Lender that requests a

Capitalized terms used in this Exhibit C shall have the meanings set forth in the other Exhibits attached to the Commitment Letter to which this Exhibit C is attached (the “Commitment Letter”) or in the Commitment Letter. In the case of any such capitalized term that is subject to multiple and differing definitions, the appropriate meaning thereof in this Exhibit C shall be determined by reference to the context in which it is used.

Beneficial Owner Certification will have received, at least three (3) business days prior to the Closing Date, a Beneficial Ownership Certification in relation to the Borrower, in each case of clauses (i) and (ii), to the extent that the Administrative Agent and the Lead Arranger have reasonably requested in writing delivered to the Borrower and the Guarantors at least ten (10) business days prior to the Closing Date.

The execution and delivery by the Borrower and the Guarantors of the Facilities Documentation (including guarantees, effective as of the consummation of the Acquisition, by the Subsidiary Guarantors) which shall, in each case, be in accordance with the terms of the Commitment Letter and the Term Sheet and subject in all respects to the Certain Funds Provisions and the Documentation Considerations set forth in the Commitment Letter.

Subject to the Documentation Considerations and the satisfaction of certain obligations on a post-closing basis, the execution and delivery of customary legal opinions, organizational documents, customary evidence of authorization, customary officer’s certificates, good standing certificates (to the extent applicable) in the jurisdiction of organization of the Borrower and each Guarantor and a solvency certificate of the Borrower’s chief financial officer or equivalent (certifying that, after giving effect to the Transactions, the Borrower and its subsidiaries on a consolidated basis are solvent) in substantially the form of Annex I to this Exhibit C.

The Lead Arrangers shall have received (a) (i) audited consolidated balance sheets of Target and its consolidated subsidiaries as at the end of, and related statements of income and cash flows of the Target and its consolidated subsidiaries for, the most recent fiscal year of the Target ending at least 120 days prior to the Closing Date and (ii) unaudited consolidated balance sheets of the Target and its consolidated subsidiaries as at the end of, and related statements of income and cash flows of the Target and its consolidated subsidiaries for, each subsequent fiscal quarter (other than the fourth fiscal quarter of any fiscal year) of such Target ended at least 60 days before the Closing Date, (b) audited consolidated balance sheets of Borrower and its consolidated subsidiaries as at the end of, and related statements of income and cash flows of the Borrower and its consolidated subsidiaries for, the most recent fiscal year of the Target ending at least 180 days prior to the Closing Date and (ii) unaudited consolidated balance sheets of the Borrower and its consolidated subsidiaries as at the end of, and related statements of income and cash flows of the Borrower and its consolidated subsidiaries for, each subsequent fiscal quarter (other than the fourth fiscal quarter of any fiscal year) of the Borrower ended at least 60 days before the Closing Date and (c) projections of the Borrower and its subsidiaries (including a balance sheet, statements of income and cash flow) for the shorter of (i) 5 years and (ii) the term of the Facilities (broken out on a quarterly basis for the first two years after the Closing Date and annually thereafter), including assumptions used in preparing the forecast financial statements. The Lead Arranger hereby acknowledges receipt of (x) the financial statements referenced in clause (a)(i) above for the fiscal year ended December 31, 2018, (y) the financial statements referenced in clause (b)(i) above for the fiscal year ended February 28, 2018 and (z) the financial statements referenced in clause (b)(ii) above for the fiscal quarters ended May 31, 2018, August 31, 2018, November 30, 2018 and February 28, 2019.

All fees required to be paid on the Closing Date pursuant to the Fee Letters in connection with the Facilities and reasonable out-of-pocket expenses required to be paid on the Closing Date pursuant to the Commitment Letter, to the extent invoiced at least three business days prior to the Closing Date (except as otherwise agreed to by the Borrower), shall, substantially concurrently with the initial borrowing under the Term Facility, have been paid (which amounts may, at your option, be offset against the proceeds of the Facilities).

Subject in all respects to the Certain Funds Provisions, the Specified Acquisition Agreement Representations will be true and correct to the extent required by the definition thereof and the Specified Representations will be true and correct in all material respects (or, if qualified by materiality, in all respects) (to the extent expressly made as of an earlier date, as of such earlier date).

The Closing Date shall be a date that is on or after the forty-fifth (45^th) day after the Acceptance Date.

“Fair Value”

“Present Fair Salable Value”

“Stated Liabilities”

“Identified Contingent Liabilities”

“Can pay their Stated Liabilities and Identified Contingent Liabilities as they mature”

“Do not have Unreasonably Small Capital”

I have reviewed the financial statements (including the pro forma financial statements) referred to in Section [__] of the Credit Agreement.

I have knowledge of and have reviewed to my satisfaction the Credit Agreement.

As chief financial officer of Borrower, I am familiar with the financial condition of the Borrower and its Subsidiaries.