CONFIDENTIAL

December 11, 2020

LAKE MERGER SUB I,

as a Merger Sub I

/s/ Maneet S. Saroya

LAKE MERGER SUB II,

as Merger Sub II

/s/ Maneet S. Saroya

Lender

The Investors will, directly or indirectly, make cash contributions to Holdings in exchange for equity of Holdings (the “Equity Contribution”), with all contributions to Holdings to be in the form of common and/or preferred equity (including any PIK preferred stock investment made by the Investors in Holdings); provided that any such contributions in a form other than common equity shall be reasonably satisfactory to the Commitment Parties, in an aggregate amount equal to, when combined with the fair market value of all capital contributions and investments by management and existing equity holders of the Company rolled over or invested, directly or indirectly, in Holdings in connection with the Transactions (as defined below) (the “Other Equity”), and subject to amounts withheld at closing for potential future settlement or resolution of shareholder appraisal claims in an amount not to exceed the Per Share Price (as defined in the Acquisition Agreement) per each Dissenting Company Share (as defined in the Acquisition Agreement), at least 70% of the sum of (1) the aggregate amount of the Credit Facilities funded on the Closing Date (but excluding an aggregate amount not to exceed $5 million of gross proceeds of any revolving loans borrowed on the Closing Date to fund working capital needs (including any working capital payments or adjustments under the Acquisition Agreement) and any proceeds of revolving loans applied to backstop or cash collateralize existing letters of credit) plus (2) the equity capitalization of Holdings and its subsidiaries on the Closing Date after giving effect to the Transactions; provided that, on the Closing Date, Sponsor shall own, directly or indirectly, at least 50% of the issued and outstanding voting stock of Holdings. In addition, the Investors will, directly or indirectly, make additional cash contributions in an amount to be agreed to Holdings (the “Additional Cash Contribution”) to be placed on the balance sheet of Holdings to make payments in respect of (1) restricted stock units, performance stock units and/or options granted under equity plans (including any payroll taxes in connection therewith) that, in each case, were unvested as of the Closing Date, (2) the Convertible Notes (as defined below), and (3) the Tax Receivable Agreement (as defined below).

Pursuant to the Agreement and Plan of Merger, dated as of the Signing Date, by and among Lake Merger Sub I, Inc., a Delaware corporation (“Merger Sub I”) and a direct subsidiary of Lake Holdings, LP, Delaware limited partnership (solely prior to the Corporate Merger, “Initial Holdings” and, solely prior to the LLC Merger (and as applicable), together with Other Initial Holdings, “Holdings”), Lake Merger Sub II, LLC, a Delaware limited liability company (“Merger Sub II”) and a direct subsidiary of Lake Guarantor, LLC, a Delaware limited liability company (solely prior to the LLC Merger, “Other Initial Holdings”) or of Merger Sub I, as applicable, certain direct or indirect parents of the Company and the other parties thereto (together with all exhibits, schedules and disclosure letters thereto, collectively, as amended, restated, modified, supplemented, consented to or waived in accordance with paragraph 1 of Exhibit C, the “Acquisition Agreement”), Merger Sub I will merge with and into an indirect parent of the Company (the “Corporate Merger”), with such indirect parent surviving such merger; and Merger Sub II will merge with and into an indirect parent of the Company (the “LLC Merger” and, together with the Corporate Merger, the “Mergers”) with such indirect parent surviving such merger. Immediately following the Mergers, the Company shall be joined as the Borrower; the entity that is, after giving effect to the Transactions, the direct parent of the Borrower and a Delaware limited liability company shall be joined as Holdings (solely after the Mergers, “Holdings”); the surviving entities of the Mergers shall be released as Borrowers; and Initial Holdings and Other Initial Holdings shall be released as Holdings.

Merger Sub I and Merger Sub II will obtain the Credit Facilities described in Exhibit B to the Commitment Letter, which will include (i) a senior secured term loan facility denominated in dollars (the “Term Facility”) in an aggregate principal amount of $1,000.0 million and (ii) a senior secured revolving credit facility in an aggregate principal amount equal to $100.0 million (the “Revolving Facility” and, together with the Term Facility, the “Credit Facilities”). The date on which the Term Facility is initially funded and the Revolving Facility is made available, the “Closing Date”.

An indirect parent of the Company has outstanding 0.375% Convertible Senior Notes due 2024 issued pursuant to that certain Indenture (the “Indenture”), between such indirect parent and U.S. Bank National Association, as Trustee (the “Convertible Notes”), some or all of which may be repurchased for or converted into cash at the option of the holders thereof upon or after consummation of the Transactions on the Closing Date, pursuant to the provisions set forth in the Indenture. After giving effect to the Transactions on the Closing Date, none of Holdings and its Subsidiaries shall be an obligor in respect of the Convertible Notes.

The proceeds of the Equity Contribution and the Credit Facilities borrowed on the Closing Date will be applied (i) to pay the consideration in connection with the Acquisition and any other payments contemplated by the Acquisition Agreement, (ii) to pay the fees and expenses incurred in connection with the Transactions (the amounts set forth in clauses (i) and (ii) above, collectively, the “Acquisition Costs”), and (iii) for working capital and general corporate purposes.

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.

(A) A senior secured term loan facility denominated in dollars (the “Term Facility”) in an aggregate principal amount of $1,000.0 million (the loans thereunder, the “Term Loans”).

(B) A senior secured revolving credit facility denominated in dollars (the “Revolving Facility” and, together with the Term Facility, the “Credit Facilities”) in an aggregate principal amount equal to $100.0 million. Lenders with commitments under the Revolving Facility are collectively referred to as “Revolving Lenders” and the loans thereunder, are collectively referred to as “Revolving Loans”; and together with the Term Loans, the “Loans”.

(A) The proceeds of borrowings under the Term Facility will be used by the Borrowers on the Closing Date, together with any proceeds from permitted borrowings under the Revolving Facility, the proceeds from the Equity Contribution and Other Equity and cash on hand at Holdings, Merger Sub I, Merger Sub II, the Company and its subsidiaries, to pay the Acquisition Costs.

(B)The letters of credit and proceeds of Revolving Loans will be used by the Borrowers and their subsidiaries (i) after the Closing Date, for working capital, capital expenditures, other general corporate purposes (including, the financing of permitted acquisitions, other permitted investments, working capital and/or purchase price adjustments (including, without limitation, in connection with the Acquisition), prepayments of Specified Indebtedness and related fees and expenses, and permitted dividends and other distributions) and any other use not prohibited by the Credit Facilities Documentation, and (ii) on the Closing Date as set forth below under “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.

$20.0 million of the Revolving Facility will be available to the Borrowers for the purpose of issuing standby letters of credit denominated in dollars to support obligations of Holdings and its subsidiaries. Letters of credit under the Revolving Facility will be issued by certain Revolving Lenders that agree to act as an issuing bank and are reasonably acceptable to the Borrowers and the Administrative Agent (each an “Issuing Bank”). Each letter of credit shall expire not later than the earlier of (a) 12 months after its date of issuance or such longer period as may be agreed with the applicable Issuing Bank and (b) the fifth business day prior to the final maturity of the Revolving Facility unless cash collateralized or backstopped in a manner reasonably acceptable to the applicable Issuing Bank;

provided that any letter of credit may provide, at the Borrowers’ option, for renewal thereof for additional periods of up to 12 months or such longer period as may be agreed with the applicable Issuing Bank (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 applicable 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 Borrowers (whether with their 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 Borrowers from the relevant Issuing Bank. The Revolving Lenders will be irrevocably and unconditionally obligated to acquire participations in each letter of credit, pro rata in accordance with their commitments under the Revolving Facility, and to fund such participations in the event the Borrowers do 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 commitments under the Revolving Facility up to an amount such that the revolving credit exposure of such non-Defaulting Lender does not exceed its revolving credit commitments. In the event that such reallocation does not fully cover the exposure of such Defaulting Lender, the applicable Issuing Bank may require the Borrowers 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 or renew existing letters of credit, to the extent letter of credit exposure would exceed the available commitments of the non-Defaulting Lenders under the Revolving Facility, unless such “uncovered” exposure is cash collateralized to the Issuing Bank’s reasonable satisfaction.

The issuance of each letter of credit shall be subject to the customary procedures of the applicable Issuing Bank.

The Credit Facilities Documentation (as defined below) will permit the Borrowers to add one or more incremental term loan facilities, or to increase any existing term loan facility, under the Credit Facilities Documentation (each, an “Incremental Term Facility”) and/or increase commitments under the Revolving Facility (any such increase, an “Incremental Revolving Increase”) and/or add one or more incremental revolving credit facility tranches (each an “Incremental Revolving Facility”; the Incremental Term Facilities, the Incremental Revolving Increases and the Incremental Revolving Facilities are collectively referred to as “Incremental Facilities”) in (a) an aggregate amount of up to (1) on or prior to December 31, 2023, $125.0 million and (2) after December 31, 2023, the greater of $125.0 million and 100% of Consolidated EBITDA for the most recently completed 4 fiscal quarter period for which financial statements have been delivered prior to the date of incurrence of such Incremental Facility (or, in the event such facility is incurred in connection with a Limited Condition Transaction, the LCT Test Date rather than such date of incurrence) minus the aggregate principal amount of any Incremental Equivalent Debt incurred on or prior to the date thereof in reliance on this clause (after giving effect to any reclassification of any such Incremental Equivalent Debt as incurred under the Incremental Incurrence Test), plus (b) the aggregate amount of all voluntary prepayments (or redemptions), debt buybacks (to the extent offered to all similarly situated lenders and in an amount equal to the purchase price paid), payments utilizing the yank-a-bank provisions (to the extent such debt is retired rather than assigned) and permanent commitment reductions of the Credit Facilities or any Incremental Facility, Incremental Equivalent Debt, Refinancing Facility, in each case (x) to the extent secured on a pari passu basis with the Secured Obligations, (y) to the extent not financed with long term indebtedness (other than revolver draws and intercompany debt) and (z) if any such facility is a revolving facility, to the extent accompanied by a corresponding permanent reduction

in the commitments thereunder (clauses (a) plus (b), the “Unrestricted Incremental Amount”), plus (c) unlimited additional amounts so long as on a pro forma basis after giving effect to the incurrence of any such Incremental Facility pursuant to this clause (c) (assuming the full amount of any Incremental Revolving Facility concurrently established in reliance on this clause (c) is drawn) and after giving effect to any acquisition consummated in connection therewith, any indebtedness repaid with the proceeds thereof, and any other acquisition, disposition, debt incurrence, debt retirement and other appropriate pro forma adjustments but without, for the avoidance of doubt, giving effect to any amount incurred in connection therewith under the Unrestricted Incremental Amount or any other fixed dollar basket or the Revolving Facility (but otherwise excluding the cash proceeds of any Incremental Facilities, from cash and cash equivalents), (1) in the case of an Incremental Facility incurred on or prior to December 31, 2023, the LQA Recurring Revenue Leverage Ratio (as defined below) shall not exceed 2.10 to 1.00, or (2) in the case of an Incremental Facility incurred after December 31, 2023 and (x) secured on a pari passu basis with the Secured Obligations, the Total Leverage Ratio (as defined below) shall not exceed 6.75 to 1.00, or (y) unsecured or secured on a junior basis to the Secured Obligations, the Total Leverage Ratio shall not exceed 7.25 to 1.00 (in each case with Consolidated EBITDA calculated for the most recently ended four fiscal quarter period for which financial statements have been delivered prior to, and cash and cash equivalents calculated as of, the date of the incurrence of such Incremental Facility (or, if such facility is incurred in connection with a Limited Condition Transaction, the LCT Test Date rather than such date of incurrence)) (provided that (1) the Borrowers may elect that the loans or commitments be incurred under one or more of the Unrestricted Incremental Amount and the Incremental Incurrence Test in its sole discretion (and, if no election is made, such loans will be incurred pursuant to the Incremental Incurrence Test if and to the extent such basket is available), (2) if loans or commitments are intended to be incurred under the Incremental Incurrence Test and the Unrestricted Incremental Amount and/or any other Fixed Amount in a single transaction or series of related

transactions, (x) incurrence of the portion of such loans or commitments to be incurred under the Incremental Incurrence Test shall first be calculated without giving effect to any loans or commitments to be incurred under the Unrestricted Incremental Amount or any other Fixed Amount, but giving full pro forma effect to the use of proceeds of all such loans and commitments and related transactions, and (y) thereafter, incurrence of the portion of such loans or commitments to be incurred under the Unrestricted Incremental Amount shall be calculated, and (3) any portion of any Incremental Facility incurred under the Unrestricted Incremental Amount shall be automatically reclassified at any time, unless otherwise elected by the Borrower, as incurred under the Incremental Incurrence Test if the Borrower meets the applicable leverage (or coverage) ratio under the Incremental Incurrence Test on a pro forma basis at any time subsequent to the incurrence of such Incremental Facility (this clause (3), the “Incremental Reclassification Provision”)) (this clause (c), the “Incremental Incurrence Test”); provided that:

(i) the Incremental Facilities shall not be guaranteed by any person other than the Guarantors under the Credit Facilities and shall be secured on a pari passu basis with, or on a junior basis to, the Credit Facilities or shall be unsecured,

(ii)(A) no event of default (in connection with a Limited Condition Transaction, no payment or bankruptcy event of default) under the Credit Facilities Documentation has occurred and is continuing or would exist after giving effect thereto, and (B) solely if and to the extent required by the lenders providing such Incremental Facility, the representations and warranties in the Credit Facilities Documentation (to be limited in any case to the Specified Representations, in the case of an Incremental Facility used to finance a Permitted Acquisition, other permitted investment or Limited Condition Transaction) shall be true and correct in all material respects (or in all respects if already qualified by materiality) on and as of the date of the incurrence of any Incremental Facility (or, if such facility is incurred in connection with a Limited Condition Transaction, the LCT Test Date rather than such date of incurrence) (although any representations and warranties which expressly relate to a given date or

(iii) the maturity date of any Incremental Term Facility shall be no earlier than the maturity date of the Term Facility and the weighted average life to maturity of such Incremental Term Facility shall not be shorter than the then remaining weighted average life to maturity of the Term Facility (without giving effect to any prepayments) (provided that the foregoing requirements in this clause (iii) shall not apply to any Incremental Facility consisting of a customary bridge facility, so long as the long-term debt into which any such customary bridge facility is to be converted or exchanged satisfies such requirements), and the maturity date of any Incremental Revolving Facility shall be no earlier than the maturity date of the Revolving Facility and such Incremental Revolving Facility shall require no scheduled amortization or mandatory commitment reduction prior to the final maturity of the Revolving Facility,

(iv) in the case of an Incremental Revolving Increase, the maturity date of such Incremental Revolving Increase shall be the same as the maturity date of the Revolving Facility, such Incremental Revolving Increase shall require no scheduled amortization or mandatory commitment reduction prior to the final maturity of the Revolving Facility, and such Incremental Revolving Increase shall be on the exact same terms and pursuant to the exact same documentation applicable to the Revolving Facility being increased (it being understood that, if required to consummate an Incremental Revolving Increase, the pricing, interest rate margins, rate floors and undrawn fees on the Revolving Facility being increased may be increased for all Revolving Lenders under the Revolving Facility being increased, and additional upfront or similar fees may be payable to the Lenders participating in the Incremental Revolving Increase without any requirement to pay such amounts to any Revolving Lenders that do not participate in such increase),

margins for the applicable existing Term Loans shall be required and (B) is less than the interest rate floor, if any, applicable to any such Incremental Term Facility, the amount of such difference shall be deemed added to the interest rate margins for the loans under such Incremental Term Facility solely for such purpose (provided that, to the extent any increase in interest rate margin would be required pursuant to the foregoing provisions, solely on account of clause (B) immediately above, such increase shall be effected solely by way of an increase in the LIBOR floor instead of an increase in the applicable margin) (all adjustments made pursuant to this clause (v), the “MFN Adjustment”),

(vi) any Incremental Term Facility that is pari passu in right of payment and security with the Term Loans shall share ratably or less than ratably in any voluntary prepayment and any mandatory prepayments of the Term Facility,

(vii) any Incremental Facility may rank junior in right of security to the Term Facility and/or the Revolving Facility or be unsecured, in which case, the Incremental Facility pursuant to which such incremental term loans or incremental revolving commitments are extended will be established as a separate facility from the then existing Credit Facilities; provided that such separate facility does not mature (and does not require any mandatory redemptions, sinking funds or similar payments or offers to purchase (excluding customary asset sale and change of control provisions and similar provisions and, if applicable, AHYDO catch-up payments)) on or prior to the final stated maturity date of, or have a shorter weighted average life to maturity than, loans under any existing Term Facility or Incremental Term Facility (in the case of an Incremental Term Facility) or any existing Revolving Facility or Incremental Revolving Facility (in the case of an Incremental Revolving Facility) (provided that the foregoing requirements in this clause (vii) shall not apply to any Incremental Facility consisting of a customary bridge facility, so long as the long-term debt into which any such customary bridge facility is to be converted or exchanged satisfies such requirements),

(viii) any Incremental Facility shall be on terms and pursuant to documentation to be determined by the Borrowers and the lenders thereunder; provided that, to the extent such terms and documentation are not consistent with the Term Facility or the Revolving Facility, as the case may be, they shall (except to the extent permitted by clause (iii), (iv), (v), (vi) or (vii) above) be reasonably satisfactory to the Administrative Agent (except for covenants or other provisions applicable only to periods after the latest maturity date of the applicable Credit Facility or Incremental Facility) (it being understood that no consent shall be required from the Administrative Agent for terms or conditions if the Lenders under the initial Term Facility or Revolving Facility, as applicable, receive the benefit of such terms or conditions through their addition to the Credit Facilities Documentation),

(viii) [reserved], and

(vii) in no event shall the aggregate principal amount of all Incremental Revolving Increases and Incremental Revolving Facilities exceed $30 million. Any Incremental Facility may be provided by existing Lenders and/or, subject to the consent (not to be unreasonably withheld, delayed or conditioned) of the Administrative Agent (and, in the case of any Incremental Revolving Facility and each Issuing Bank), and subject to the final proviso of this paragraph, other persons constituting eligible assignees who become Lenders in connection therewith if such consent would be required under the heading “Assignments and Participations” below for assignments or participations of Loans or commitments, as applicable, to such person; provided that no existing Lender will be obligated to provide any such Incremental Facility; provided further, that existing Lenders shall first be offered the opportunity to participate in any Incremental Facility (for the avoidance of doubt, prior to any persons not constituting an existing Lender) (such offer, “ROFO”), with rights of first refusal consistent with the right set forth in the Documentation Principles.

The proceeds of any Incremental Facility may be used for working capital needs and other general corporate purposes (including capital expenditures, acquisitions and investments, working capital and/or purchase price adjustments, restricted payments, prepayments of Specified Indebtedness and related fees and expenses) and for any other purpose not prohibited by the Credit Facilities Documentation.

The Credit Facilities Documentation will permit the Borrower to issue or incur senior or subordinated notes (issued in a public offering, Rule 144A offering or other private placement or a bridge financing in lieu of the foregoing) or loans (such notes or loans, “Incremental Equivalent Debt”) that are unsecured, or secured on a pari passu basis with, or on a junior basis to, the Credit Facilities in lieu of Incremental Facilities, if the Borrower could establish such Incremental Equivalent Debt under the Unrestricted Incremental Amount or satisfy the Incremental Incurrence Test were such Incremental Equivalent Debt an Incremental Facility; provided that:

(i) the incurrence of such Incremental Equivalent Debt shall (solely to the extent incurred in reliance on the Unrestricted Incremental Amount) result in a dollar for dollar reduction of the amount of indebtedness that may be in incurred under the Unrestricted Incremental Amount in respect of the Incremental Facilities,

(ii) no event of default under the Credit Facilities Documentation has occurred and is continuing or would exist after giving effect thereto; provided that in the case of any Incremental Equivalent Debt incurred in connection with a Limited Condition Transaction, instead the requirement shall be that no payment or bankruptcy event of default shall have occurred and be continuing on the LCT Test Date, and (iii) such indebtedness shall be subject to (x) the Required Debt Terms and will otherwise be as determined by the Borrower and the providers of such indebtedness and (y) the ROFO (to the same extent as an Incremental Facility).

Conditions precedent related to the absence of defaults (other than payment or bankruptcy defaults) will be waivable by the lenders in respect of any Incremental Facility or any Incremental Equivalent Debt in connection with Limited Condition Transactions.

Incremental Equivalent Debt in the form of term loans shall be subject to the MFN Adjustment to the same extent it would be subject to the MFN Adjustment if it were an Incremental Facility.

“Total Leverage Ratio” means the ratio of (a) Consolidated Total Funded Indebtedness, less Unrestricted Cash (as defined below), as of the last day of such test period, to (b) Consolidated EBITDA for such test period.

“Consolidated Total Funded Indebtedness” means, with respect to Holdings and its restricted subsidiaries, the outstanding principal amount of third party funded indebtedness for borrowed money, letters of credit (to the extent of any drawn but unreimbursed amounts thereunder), purchase money indebtedness and the principal portion of capital leases of Holdings and its restricted subsidiaries; provided that Consolidated Total Funded Indebtedness shall exclude, without limitation, any hedging obligations, operating lease obligations, undrawn Letters of Credit, earnout obligations to the extent not then due and payable or if not recognized as debt on balance sheet in accordance with GAAP, and other exceptions to be mutually agreed.

“LQA Recurring Revenues” shall mean, at any date of determination, the product of (a) Recurring Revenues for the most recently ended fiscal quarter for which financial statements have been delivered to the Administrative Agent and the Lenders (or such other period consistent with the Documentation Principles), multiplied by (b) four.

“LQA Recurring Revenue Leverage Ratio” shall mean, at any date of determination, the ratio of (a)(i) Consolidated Total Funded Indebtedness of Holdings and its restricted subsidiaries on such date minus (ii) Unrestricted Cash, to (b) LQA Recurring Revenues of Holdings and its restricted subsidiaries as of such date.

“Recurring Revenues” shall mean, all recurring revenue attributable to the Holdings or any of its restricted subsidiaries, including subscription revenue, content development revenue, maintenance and support revenue and other recurring revenues earned during such period, but excluding any professional services revenue or non-recurring revenue, discounts and taxes, calculated on a basis consistent with the financial statements delivered to the Administrative Agent prior to the Closing Date; provided that for purposes of determining “Recurring Revenues”, the impact of any purchase accounting adjustments shall be disregarded.

“Consolidated EBITDA” shall be defined in a manner substantially identical to the Documentation Principles; provided that (1) there shall be no add-back or deduction, in determining Consolidated EBITDA, for changes in deferred revenue; (2) there shall be an add-back for pro forma cost-savings, operating expense reductions, other operating improvements,

optimization, initiatives and synergies that are projected by the Borrower to result from actions either taken or expected to be taken within 24 months after an acquisition, disposition or operational change (including the Transactions), subject to a 25% cap on such addbacks (determined prior to giving effect to such addbacks), and (3) there shall be a deduction for capitalized software development costs, sales commissions and content costs.

“Unrestricted Cash” shall mean, at any time, the aggregate amount of unrestricted cash and cash equivalents held in accounts of Holdings and its restricted subsidiaries (whether or not held in an account pledged to the Administrative Agent) that is free and clear of all liens other than (i) liens created by the Credit Facilities Documentation or (ii) other liens permitted thereunder; provided that any such liens are subordinated to or pari passu with the liens in favor of the Administrative Agent; provided further, that in no event shall cash designated to make payments in respect of (1) restricted stock units, performance stock units or options granted under equity plans (including any payroll taxes in connection therewith) that, in each case, were unvested as of the Closing Date, (2) the Convertible Notes, or (3) the Tax Receivable Agreement constitute “Unrestricted Cash”.

income tax purposes) or (y) capital stock (including any debt instrument treated as equity for U.S. federal income tax purposes) and debt instruments, in either case of clauses (x) and (y), of one or more foreign subsidiaries that are CFCs (a “Domestic Foreign Holding Company”), (b) unrestricted subsidiaries, (c) immaterial subsidiaries, (d) captive insurance companies, (e) not-for-profit subsidiaries, (f) special purpose entities, (g) any subsidiary that is prohibited by applicable law, rule or regulation or by any contractual obligation existing on the Closing Date or at the time such restricted subsidiary is acquired (so long as not entered into in contemplation thereof and so long as such prohibition remains in effect), as applicable, from guaranteeing the Borrower Obligations 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, (h) any restricted subsidiary, the provision of a Guarantee by which would reasonably be expected to result in adverse tax consequences to Holdings or any of its restricted subsidiaries (as reasonably determined by the Borrowers), and (i) any restricted subsidiary acquired pursuant to a Permitted Acquisition or other investment permitted by the Credit Facilities Documentation that has assumed secured indebtedness not incurred in contemplation of such Permitted Acquisition or other investment and any restricted subsidiary thereof that guarantees such secured indebtedness, in each case to the extent that (but only for so long as) such secured indebtedness prohibits such subsidiary from becoming a Guarantor.

Notwithstanding the foregoing, (a) subsidiaries may be excluded from the guarantee requirements in circumstances where the Borrowers and the Administrative Agent reasonably agree that the cost, burden or consequence (including any regulatory, accounting or tax consequences) of providing such a Guarantee outweighs, or is excessive in relation to, the value afforded thereby, and (b) the Borrowers may, in their sole discretion, elect to cause (i) one or more Excluded Subsidiaries (including without limitation non-U.S. subsidiaries organized in any jurisdiction with the consent of the Administrative Agent (which shall not be unreasonably withheld or delayed)) to become Guarantors, and (ii) any Guarantor that is or becomes an Excluded Subsidiary (including, so long as at the time of such release no default or event of default shall have occurred and be continuing, an Excluded Subsidiary that has become a Guarantor pursuant to clause (i)), including any such non-U.S. subsidiary, to be released from its Guaranty.

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, (vii) any assets to the extent a security interest in such assets would result in adverse tax consequences to Holdings or any of its restricted subsidiaries or direct or indirect equityholders that are not de minimis as reasonably determined by the Borrowers, (viii) those assets as to which the Administrative Agent and the Borrowers 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, (ix) any intent-to-use trademark application prior to the filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark application under applicable federal law, (x) equity interests of unrestricted subsidiaries, captive insurance companies, not-for-profit subsidiaries, immaterial subsidiaries and special purpose entities, (xi) any governmental licenses or state or local franchises, charters or authorizations, to the extent a security interest in any such license, franchise, charter or authorization would be prohibited or restricted thereby (including any legally effective prohibition or restriction), (xii) to the extent used exclusively to hold funds in trust for the benefit of third parties, (A) payroll, healthcare and other employee wage and benefit accounts, (B) tax accounts, including, without limitation, sales tax accounts, (C) escrow, defeasance and redemption accounts, and (D) fiduciary or trust accounts and, in the case of clauses (A) through (D), the funds or other property held in or maintained in any such account and (xiii) other exceptions to be mutually agreed upon (the foregoing described in clauses (1) through (3) are, collectively, the “Excluded Assets”).

Notwithstanding anything to the contrary, the Borrowers and the subsidiary Guarantors shall not be required, nor shall the Administrative Agent be authorized, (i) to perfect the above-described pledges, security interests and mortgages by any means other than by (A) filings pursuant to the Uniform

(iii) to enter into any deposit account control agreement, securities account control agreement or commodities account control agreement with respect to any deposit account, securities account or commodities account, (iv) except as expressly set forth above, to take any other action with respect to any Collateral to perfect through control agreements or to otherwise perfect by “control”, (v) to provide any notice to or obtain the consent of governmental authorities under the Federal Assignment of Claims Act (or any state equivalent thereof), (vi) to enter into any source code escrow arrangement or register any intellectual property, or (vii) to grant a security interest in any asset or perfect a security interest in any Collateral to the extent that the cost, burden, difficulty or consequence of obtaining or perfecting a security interest therein (including, without limitation, the cost of title insurance, surveys or flood insurance (if necessary) and any accounting or regulatory consequences) outweighs, or is excessive in light of, the practical benefit of the security afforded thereby as reasonably determined by the Borrowers and the Administrative Agent.

All the above-described pledges, security interests and mortgages shall be created on terms to be set forth in the Credit Facilities Documentation, and none of the Collateral shall be subject to other pledges, security interests or mortgages (except permitted liens and other exceptions and baskets to be set forth in the Credit Facilities Documentation).

No claims will be made under Guarantees, and no security will be enforceable, unless and until an event of default shall have occurred (a “Declared Default”). Until a Declared Default shall have occurred and the Administrative Agent shall have provided one (1) business day’s prior written notice to the Borrowers or any applicable Guarantor, which notice shall not be required during the continuance of a payment or bankruptcy event of default or a financial covenant event of default due to a failure to adhere to such financial covenant in any two consecutive fiscal quarters, the Borrowers or such Guarantor will be permitted to retain and to exercise voting rights with respect to any shares pledged by it, and the person whose shares have been pledged will be permitted to

(A)Term Facility

The entire unpaid and outstanding principal amount of the Term Facility will be payable on the maturity date thereof. The Term Facility will mature on the date that is six years after the Closing Date; provided that the Credit Facilities Documentation shall provide the right for individual Lenders to agree to extend the maturity date of their outstanding Term Loans upon the request of the Borrowers and without the consent of any other Lender (and as further described below). The Term Facility will not amortize.

(B)Revolving Facility

The Revolving Facility will mature, and lending commitments thereunder will terminate, on the date that is six years after the Closing Date; provided that the Credit Facilities Documentation shall provide the right of individual Lenders to agree to extend the maturity of their commitments under the Revolving Facility upon the request of the Borrowers and without the consent of any other Lender (and as further described below), subject to limitations consistent with the Documentation Principles.

Notwithstanding anything to the contrary set forth herein, the Credit Facilities Documentation shall provide that the Borrowers may at any time and from time to time request that all or a portion of any commitments and/or loans of the Borrowers be converted to extend any commitments and/or the scheduled maturity date(s) of any payment of principal with respect to all or a portion of such loans (any such commitments or loans which have been so converted, “Extended Loans”), and upon such request of the

Loans under the Term Facility shall be prepaid with:

a) commencing with the first full fiscal year commencing after the Closing Date, within fifteen (15) business days after the due date for the annual audited financial statements for such fiscal year, 50% of Excess Cash Flow if the Total Leverage Ratio is greater than or equal to 6.00 to 1.00, 25% of Excess Cash Flow if the Total Leverage Ratio is greater than or equal to 5.50 to 1.00 but less than 6.00 to 1.00 and 0% of Excess Cash Flow if the Total Leverage Ratio is less than 5.50 to 1.00, in each case, determined prior to giving effect to such prepayment; provided that with respect to any fiscal year, at the Borrowers’ option, any voluntary prepayments or buybacks (in an amount equal to the

indebtedness), (ii) any capital expenditures, capitalized software expenditures or acquisitions of intellectual property, (iii) certain restricted payments, (iv) any permitted investments (including without limitation Permitted Acquisitions), and (v) any future capital expenditures, capitalized software expenditures, permitted investments (including without limitation Permitted Acquisitions) and acquisitions of intellectual property, and certain restricted payments, in each case for which an agreement (or commitment) then exists, or which are otherwise planned, to be made within the next four fiscal quarters (in each case of clauses (i) through (v) above) and, without duplication of amounts given credit pursuant to any dollar-for-dollar deductions described above, prepayments of Specified Indebtedness, payments of certain other indebtedness made during such fiscal period, any payment of an earnout or seller note converted from an Earnout (to the extent not constituting an investment or capital expenditure), scheduled prepayments of indebtedness, in each case, to the extent made from sources other than the proceeds of long-term indebtedness (other than revolving indebtedness, intercompany indebtedness or indebtedness that has been repaid), and taxes and tax distributions paid or payable during such fiscal period or on behalf thereof;

b) within ten (10) business days after receipt thereof, 100% of the net cash proceeds of certain non-ordinary course asset sales or other dispositions of property by restricted subsidiaries of Holdings (including insurance and condemnation proceeds) subject to exceptions to be agreed (including an exception for de minimis dispositions below $6.25 million in the aggregate per transaction (or series of transactions) and an exception for dispositions that do not exceed $12.5 million in any fiscal year, with only the amount in excess of such de minimis threshold and such annual limit required to be used to prepay the Term Loans) and so long as (x) on or prior to December 31, 2023, no payment, bankruptcy, financial covenant or financial reporting event of default shall have occurred and be continuing and (y) after December 31, 2023, no payment or bankruptcy event of default shall have occurred and be continuing, subject to the right to reinvest 100% of such proceeds, if such proceeds (the “Reinvestment Proceeds”) are reinvested in the business, including,

without limitation, in permitted acquisitions, investments and/or capital expenditures (or committed to be so reinvested) within 12 months and, if so committed to be reinvested, so long as such reinvestment is actually completed within 180 days after the end of such 12 month period, and other exceptions to be set forth in the Credit Facilities Documentation; and

c) within five (5) business days after receipt thereof (or concurrently with the receipt thereof in the case of any Refinancing Facilities), 100% of the net cash proceeds of issuances of debt obligations of Holdings and its restricted subsidiaries after the Closing Date (excluding debt permitted under the Credit Facilities Documentation, but including Refinancing Facilities).

Within the Term Facility, mandatory prepayments shall be applied to the remaining outstanding principal of the Term Facility.

Notwithstanding the foregoing, the Credit Facilities Documentation will provide that, in the event that any Incremental Facility, any Incremental Equivalent Debt or any Refinancing Facility in respect of any Term Loans or any other indebtedness, in each case secured by liens on the Collateral ranking on a pari passu basis (without regard to the control of remedies) with the Credit Facilities, shall be issued or incurred, such indebtedness may share on a pro rata basis or less than pro rata basis in any mandatory prepayments with respect to the Term Facility, in each case other than with respect to proceeds of Refinancing Facilities required to prepay the Term Loans or Incremental Term Facilities, as applicable.

Any Lender under the Term Facility may elect not to accept its pro rata portion of any mandatory prepayment under clause (a) or (b) above (each a “Declining Lender” and the proceeds declined under the applicable facility, “Declined Proceeds”). Any prepayment amount declined by a Declining Lender may be retained (or applied as directed) by the Borrowers and shall increase the Available Amount (as defined below).

The Loans under the Revolving Facility shall be prepaid and/or the letters of credit issued thereunder cash collateralized to the extent such extensions of credit exceed the amount of the commitments under the Revolving Facility.

Mandatory prepayments from foreign subsidiaries’ Excess Cash Flow and net cash proceeds (other than pursuant to any debt incurrence) will be subject to customary limitations under the Credit Facilities Documentation to the extent such prepayments or the obligation to make such prepayments (including the repatriation of cash in connection therewith) (a) could reasonably be expected to be prohibited, delayed or restricted by applicable law, rule or regulation (including, without limitation, relating to financial assistance, corporate benefit, thin capitalization, capital maintenance and similar legal principles, restrictions on upstreaming of cash intra-group and fiduciary and statutory duties of the directors of the relevant subsidiaries) or material constituent document restrictions (including as a result of minority ownership by third parties) and other material agreements (so long as any such prohibition is not created in contemplation of such prepayment) (provided that restricted subsidiaries of Holdings shall use commercially reasonable efforts (for a period not to exceed one year from the date of the event or calculation giving rise to such repatriation requirement, and subject to the considerations above and as determined in the Borrowers’ reasonable business judgment) available under local law to permit such repatriation) or (b) could reasonably be expected to result in adverse tax consequences that are not de minimis (including any withholding tax) to Holdings or any of its restricted subsidiaries or its direct or indirect equityholders (as reasonably determined by the Borrowers). The non-application of any prepayment amounts as a consequence of the foregoing provisions will not, for the avoidance of doubt, constitute a default or an event of default, and such amounts shall be available for working capital purposes of Holdings and its restricted subsidiaries as long as not required to be prepaid in accordance with the foregoing provisions. Notwithstanding the foregoing, any prepayments required after application of the above provisions shall be net of any costs, expenses or taxes incurred by the Borrowers or any of their affiliates arising as a result of compliance with the proviso in clause (a) above.

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

All voluntary prepayments of the Term Facility (or any other facility, class or tranche of term loans, as determined by the Borrowers in their sole discretion) and any Incremental Term Facilities will be applied to the remaining outstanding principal under the Term Facility (or one or more of such other facility, class or tranche of term loans, as determined by the Borrowers in their sole discretion) or such Incremental Term Facility, as applicable, as directed by the Borrowers, including to any class of extending or existing Loans.

The definitive documentation for the Credit Facilities (the “Credit Facilities Documentation”) will be based on the Documentation Principles (as defined below).

As used in this Term Sheet, “Documentation Principles” means documentation substantially identical to (and no less favorable to) that certain Credit Agreement, dated as of November 1, 2019, by and among Acquia, Inc., as the Borrower, Concord Parent, LLC, as Holdings, the other Guarantors party thereto, the Lenders party thereto and Own Rock Technology Finance Corp., as Administrative Agent and Collateral Agent and the related loan documents executed in connection with such credit agreement (the “Documentation Precedent”), initially prepared by Kirkland & Ellis LLP, as counsel to Holdings and its subsidiaries, giving due regard to operational and strategic requirements of Holdings and its subsidiaries in light of their size and capitalization and the Projections, and shall contain the terms set forth in this Exhibit B and be negotiated in good faith within a reasonable time period to be determined based on the expected Closing Date and taking into account the pre-closing requirements of the Acquisition Agreement. The Credit Facilities Documentation (as defined below) shall contain only those payments, conditions to closing and borrowing, mandatory prepayments, prepayment premiums, representations and warranties, affirmative, negative and financial covenants and events of default expressly set forth in the Term Sheet, in each case, applicable to the restricted subsidiaries of Holdings (and, where indicated, Holdings), and with standards, qualifications, thresholds, exceptions (including for materiality), “baskets” and grace and cure periods consistent with the Documentation Principles. The Credit Facilities Documentation will (i) include the Administrative Agent’s customary agency provisions and certain mechanical provisions not in contravention of anything specifically set forth in this Term Sheet (consistent with and reflective of the Administrative Agent’s customary requirements and practices),

(ii) cure any mistakes or defects contained in the Documentation Precedent and (iii) include modifications to reflect any relevant changes in law or accounting standards since the date of the Documentation Precedent. To the extent that any representations and warranties made on, or as of, the Closing Date (or a date prior thereto) are qualified by or subject to “Material Adverse Effect”, for purposes of such representations and warranties, the definition thereof shall be “Company Material Adverse Effect” as defined in the Acquisition Agreement.

Subject to the section entitled “Optional Financial Covenant Conversion” below, any incurrence based tests shall be based on LQA Recurring Revenue Ratio on or prior to December 31, 2023 (unless otherwise set forth herein or in the Documentation Precedent) and shall be based on Total Leverage Ratio after December 31, 2023.

Notwithstanding the foregoing or anything else to the contrary in the Credit Facilities Documentation, all leases of the restricted subsidiaries of Holdings that are (or would be, if presently in existence) treated as operating leases for purposes of GAAP prior to the issuance by the Financial Accounting Standards Board on February 25, 2016 of an Accounting Standards Update shall be or continue to be accounted for as operating leases regardless of any change in or application of GAAP on or following such date that would otherwise require such leases to be treated as capital leases.

compliance with law (subject to Material Adverse Effect); anti-terrorism and sanctions laws, including the PATRIOT Act and OFAC; FCPA, anti¬corruption and other anti-money laundering laws; litigation (subject to Material Adverse Effect); margin regulations; governmental approvals (as such approvals pertain to the execution, delivery or performance of the Credit Facilities Documentation) (subject to Material Adverse Effect); Investment Company Act; accuracy of disclosure as of the Closing Date; historical financial statements; projections; labor matters (subject to no Material Adverse Effect); no Material Adverse Effect since the Closing Date; taxes (subject to Material Adverse Effect); ERISA (subject to Material Adverse Effect); subsidiaries as of the Closing Date; intellectual property (subject to Material Adverse Effect); environmental laws (subject to Material Adverse Effect); ownership of properties (subject to Material Adverse Effect); creation and perfection of liens and other security interests; and consolidated Closing Date solvency of Holdings and its subsidiaries (to be defined and determined in a manner consistent with the manner in which solvency is defined and determined in the form of solvency certificate set forth in Annex I to Exhibit C), subject, in the case of each of the foregoing representations and warranties, to customary qualifications and limitations for materiality to be provided in the Credit Facilities Documentation consistent with the Documentation Principles.

“Material Adverse Effect” means (a) on the Closing Date, a Company Material Adverse Effect (as defined in the Acquisition Agreement) and (b) after the Closing Date, a material adverse effect on (i) the material rights and remedies (taken as a whole) of the applicable Administrative Agent or Lenders under the Credit Facilities Documentation (taken as a whole) (other than due to the action or inaction of the applicable Administrative Agent or the applicable Lenders) or (ii) the ability of the Borrowers and the Guarantors (taken as a whole) to perform their payment obligations under the applicable Credit Facilities Documentation.

Limited to the following (to be applicable to Holdings and its restricted subsidiaries only):

(x) monthly (commencing with the first full month ending after the Closing Date) unaudited financial statements within 30 days after each such month end (60 days for each of the first three months ending after the Closing Date and 45 days for the fourth (4th) through the twelfth (12th) months ending after the Closing Date for which financial statements are required to be delivered), (y) quarterly (commencing with the first full fiscal quarter ending after the Closing Date) unaudited financial statements within 60 days after each such fiscal quarter end (75 days for each of the first three fiscal quarters ending after the Closing Date for which financial statements are required to be delivered), compliance certificates with such financial statements (which shall not include a bring down of any representations or warranties) and a customary management discussion and analysis (in form reasonably acceptable to the Administrative Agent) of

Limited to the following (to be applicable to restricted subsidiaries of Holdings and, with respect to the passive holding company covenant, negative pledge covenant, fiscal year covenant and restricted payments covenant, Holdings) limitations on:

a) the incurrence of debt, with exceptions including the ability to incur (i) indebtedness under the Credit Facilities, (ii) indebtedness on the terms set forth in the sections hereof entitled “Incremental Facilities”, Incremental Equivalent Debt” and “Refinancing Facilities”, (iii) non-speculative hedging arrangements, cash management obligations, local working capital facilities (subject to an aggregate cap in an amount not to exceed $10 million), overdraft facilities and similar arrangements, (iv) indebtedness of any subsidiary of Holdings incurred prior to the Closing Date and, with respect to any indebtedness (other than indebtedness of the Company and its subsidiaries) in any outstanding principal amount greater than $2.0 million, set forth on a schedule, (v) purchase money indebtedness and capital leases equal to the sum of a cap to be equal to the greater of a $15.625 million and 12.5% of Consolidated EBITDA and, after December 31, 2023, an unlimited amount subject to pro forma compliance with a Total Leverage Ratio less than or equal to 5.25 to 1.00; (vi) unsecured indebtedness arising from agreements providing for adjustments of purchase price, “earn outs”, other contingent consideration obligations and other deferred purchase price

Incremental Amount (but otherwise excluding the cash proceeds of any such indebtedness from cash and cash equivalents) (and subject, in each case, to (1) compliance with the Required Debt Terms and (2) a cap equal to the greater of $25 million and 20% of Consolidated EBITDA on the amount of any such indebtedness which may be incurred by non-Guarantor restricted subsidiaries), (1) in the case of senior secured indebtedness, (A) on or prior to December 31, 2023, the LQA Recurring Revenue Leverage Ratio shall not exceed 2.10 to 1.00 or (B) after December 31, 2023, the Total Leverage Ratio shall not exceed 6.75 to 1.00 or (2) in the case of subordinated indebtedness, junior secured indebtedness, and senior unsecured indebtedness, (A) on or prior to December 31, 2023, the LQA Recurring Revenue Leverage Ratio shall not exceed 2.10 to 1.00 or (B) after December 31, 2023, the Total Leverage Ratio shall not exceed 7.25 to 1.00 (in each case, with Consolidated EBITDA calculated for the most recently ended four fiscal quarter period for which financial statements have been delivered prior to, and cash and cash equivalents calculated as of, the date of the incurrence of such Incremental Facility (or, if such facility is incurred in connection with a Limited Condition Transaction, the LCT Test Date rather than such date of incurrence)); provided that such amount may be increased by the Unrestricted Incremental Amount; provided that any indebtedness in the form of term loans secured on a pari passu basis with the Credit Facilities that is incurred pursuant to this clause (xv) shall be subject to the MFN Adjustment to the same extent it would be subject to the MFN Adjustment if it were an Incremental Facility, (xvi) indebtedness in an aggregate amount equal to the aggregate cash equity contributions made to the Borrower by Holdings (or any direct or indirect parent thereof) after the Closing Date and (xvii) indebtedness under other customary exceptions to be agreed and consistent with the Documentation Principles;

b) liens, with exceptions including permitting liens (i) securing the Borrower Obligations, (ii) securing any secured Incremental Facility, Incremental Equivalent Debt, Refinancing Facility, or indebtedness permitted to be incurred to finance a Permitted Acquisition, (iii) securing indebtedness assumed in connection with a Permitted Acquisition or similar investment (provided

that such liens extend only to the same assets (and any after acquired assets pursuant to an after-acquired property clause in the applicable security documents) that such liens extended to, and secure the same indebtedness that such liens secured, immediately prior to such assumption and were not created in contemplation thereof), (iv) pursuant to a general basket securing the greater of an outstanding amount to be agreed and a percentage of Consolidated EBITDA, (v) securing debt described under clause (a)(xiv) above (if incurred pursuant to clause (y) thereof, on a pari passu basis with, or on a junior basis to, the Borrower Obligations) or (xv) above (on the priorities set forth therein), (vi) securing permitted purchase money indebtedness or capital leases, (vii) with respect to any foreign subsidiary, arising mandatorily by legal requirements, (viii) securing permitted intercompany indebtedness (A) in favor of the Borrowers or any Guarantor or (B) of any restricted subsidiary that is not the Borrowers or a Guarantor in favor of any other restricted subsidiary, (ix) securing indebtedness under the non-Guarantor or joint venture indebtedness basket or any other permitted indebtedness of non-loan parties) (provided that such liens extend only to the assets of such non-Guarantors and/or joint ventures), (x) [reserved], (xi) securing indebtedness incurred pursuant to clause (a)(xvi) above, and (xii) securing indebtedness on a junior lien basis to the Credit Facilities, so long as such liens are subject to an intercreditor agreement;

c) fundamental changes (other than, among others, (i) intercompany mergers, consolidations, liquidations and dissolutions, (ii) Permitted Acquisitions and other permitted investments, (iii) Permitted Reorganizations and IPO Reorganization Transactions (each as defined below), and (iv) permitted dispositions);

d) asset sales (including sales of capital stock of restricted subsidiaries) and sale leasebacks, with exceptions including permitting (i) non-ordinary course asset sales, subject solely to the following terms and conditions: (A) such asset sales are for fair market value as reasonably determined by the Borrowers in good faith, (B) if the assets sold have a fair market value in excess of $10 million, the consideration for any such sales in excess of an amount to be agreed is at least 75%

cash consideration (including cash equivalents, up to an amount to be agreed of designated non-cash consideration and liabilities or indebtedness assumed by the transferee, in each case, as “cash”), with exceptions for asset swaps and exchanges, and (C) the proceeds of such asset sales are subject to the terms set forth in the section hereof entitled “Mandatory Prepayments”; (ii) sales of obsolete, worn out, uneconomical, negligible or surplus assets or assets no longer used or useful in the business, (iii) asset swaps, (iv) dispositions of noncore assets acquired in connection with a Permitted Acquisition or other permitted investment or made to obtain the approval of an anti-trust authority, and any other disposition to comply with any order of an agency, authority or other regulatory body or any applicable law or regulation, (v) intercompany transfers (with a shared cap with clause (e)(ii) above equal to (x) on or prior to December 31, 2023, the greater of $31.25 million and 25% of Consolidated EBITDA and (y) after December 31, 2023, the greater of $62.5 million and 50% of Consolidated EBITDA on investments by the Borrowers and the Guarantors in restricted subsidiaries that are not the Borrowers or a Guarantor), (vi) asset sale leasebacks (subject to a cap equal to the greater of $9.375 million and 7.5% of Consolidated EBITDA), (vii) sales of assets in the ordinary course of business and immaterial assets, (viii) dispositions of non-Collateral assets (subject to a cap to be equal to (x) $21 million plus (y) after December 31, 2023, an unlimited amount subject to pro forma compliance with a Total Leverage Ratio less than or equal to 6.25 to 1.00), (ix) dispositions constituting any part of a Permitted Reorganization or IPO Reorganization Transaction, (x) [reserved], (xi) licensing arrangements, (xii) scheduled dispositions, (xiii) dispositions in connection with non-speculative hedging arrangements (and any termination or unwinding thereof), and (xiv) a general dispositions basket in an amount equal to the greater of $6.25 million and 5% of Consolidated EBITDA;

e) investments, with exceptions including permitting (i) investments in an unlimited amount (provided that no payment or bankruptcy event of default shall have occurred and be continuing), so long as, on a pro forma basis, (x) on or prior to December 31, 2023, the LQA Recurring Revenue Leverage Ratio shall not exceed

and its restricted subsidiaries shall be in compliance with the then applicable Financial Covenants on a pro forma basis and (D) the total consideration payable with respect to acquisitions of non-guarantors or assets acquired by non-guarantors shall not exceed the greater of $300 million and an EBITDA “grower” basket to be agreed in the aggregate; provided that such caps shall apply only to the extent that such non-guarantor target’s non-U.S. Consolidated EBITDA accounts for 20% or more of the group being acquired, and (E) such acquisition shall not be hostile (each such investment, a “Permitted Acquisition”), (v) (x) in joint ventures not to exceed the greater of $18.75 million and 15% of Consolidated EBITDA and (y) on or after December 31, 2023, unrestricted subsidiaries in an aggregate outstanding amount not to exceed the greater of $25 million and 20% of Consolidated EBITDA, (vi) so long as no payment or bankruptcy event of default shall have occurred and is continuing in similar businesses in an aggregate outstanding amount not to exceed the greater of $31.25 million and 25% of Consolidated EBITDA, (vii) existing on the Closing Date and, to the extent in excess, individually, of $2,000,000, set forth on a schedule, (viii) loans and advances to officers, directors, employees and consultants in an aggregate amount not to exceed $31.25 million, (ix) reorganizations and other activities related to tax planning and reorganization, so long as, after giving effect thereto, there is no material adverse impact on the value of the Collateral, taken as a whole (each a “Permitted Reorganization”) and transactions taken in connection with and reasonably related to consummating an initial public offering (an “IPO Reorganization Transaction”), (x) investments made with equity proceeds to the extent Not Otherwise Applied (to be defined in a manner consistent with Documentation Principles), (xi) [reserved], (xii) investments in connection with non-speculative hedging arrangements (and any terminations or unwinding thereof), and (xii) investments using the Available Amount, without limitation;

f) dividends or distributions on, or redemptions of, Holdings’ and its restricted subsidiaries’ equity interests, with exceptions including (i) customary exceptions for distributions necessary to pay Sponsor advisory, refinancing, subsequent transaction and exit

of the Convertible Notes, and to make any required payments under the Tax Receivable Agreement, dated as of May 15, 2018, by and among Pluralsight, Inc., Pluralsight Holdings, LLC and the other parties thereto (the “Tax Receivable Agreement”);

g) (A) prepayments, purchases or redemptions of subordinated indebtedness, junior lien indebtedness and unsecured indebtedness for borrowed money (other than indebtedness owed to Holdings or any of its restricted subsidiaries) (such indebtedness, “Specified Indebtedness”) (and excluding, for the avoidance of doubt, regularly scheduled interest payments thereon and the payment of fees, expenses and indemnification obligations thereunder), with exceptions including (i) subject only to the absence of any continuing event of default (in connection with a Limited Condition Transaction, any continuing payment or bankruptcy event of default), a general basket in an amount equal to (x) on or prior to December 31, 2023, $25 million and (y) after December 31, 2023, the greater of $25 million and 20% of Consolidated EBITDA plus any unused capacity under the general restricted payment basket, (ii) subject solely to (a) the absence of any continuing event of default and (b)(x) on or prior to December 31, 2023, LQA Recurring Revenue Leverage Ratio being no greater than 1.75 to 1.00 or (y) after December 31, 2023, the Total Leverage Ratio being no greater than 6.75 to 1.00 (with Consolidated EBITDA calculated for the most recently ended four fiscal quarter period for which financial statements have been delivered prior to, and cash and cash equivalents calculated as of, the date of such prepayment, purchase or redemption (or, if made in connection with a Limited Condition Transaction, the LCT Test Date)), prepayments, purchases or redemptions using the Available Amount, (iii) permitted refinancings or exchanges of Specified Indebtedness for like or other Specified Indebtedness with a maturity not earlier than such refinanced or exchanged Specified Indebtedness and refinancings of Specified Indebtedness acquired in connection with a Permitted Acquisition or similar investment (and not incurred in contemplation thereof), (iv) conversion of Specified Indebtedness to common or “qualified preferred” equity, (v) if applicable, any AHYDO catch-up payments (and any payments thereunder will not be

restricted under the Credit Facilities), (vi) subject only to the absence of any continuing payment or bankruptcy event of default, prepayments, purchases or redemptions using equity proceeds to the extent Not Otherwise Applied, (vii) prepayments, purchases or redemptions constituting any part of a Permitted Reorganization or IPO Reorganization Transaction, and (viii) so long as no event of default shall have occurred and be continuing (or, if in connection with a Limited Condition Transaction, no payment or bankruptcy event of default shall have occurred and be continuing on the LCT Test Date), prepayments, purchases or redemptions in an unlimited amount, so long as, on a pro forma basis, the Total Leverage Ratio (with Consolidated EBITDA calculated for the most recently ended four fiscal quarter period for which financial statements have been delivered prior to, and cash and cash equivalents calculated as of, the date of such prepayment (or, if made in connection with a Limited Condition Transaction, the LCT Test Date)) shall be no greater than 4.75 to 1.00, and (B) amendments of any documentation governing Specified Indebtedness in a manner material and adverse to the Lenders;

h)negative pledge clauses;

i)transactions with affiliates above the greater of $6.25 million and 5% of Consolidated EBITDA individually, with exceptions including (i) the payment of financial advisory, monitoring, management, consulting, oversight and similar fees (including refinancing, subsequent transaction and termination fees) under any management agreement in effect on the Closing Date and expenses and indemnities of the Sponsor and to directors, (ii) transactions among Holdings and its restricted subsidiaries that are not otherwise prohibited by the Credit Facilities Documentation, provided that such provisions do not permit, and no such provision shall be used to, (x) transfer any intellectual property owned or licensed by Holdings or its restricted subsidiaries to any “unrestricted subsidiary” or (y) permit the restricted subsidiaries of Holdings to make any investments in, any loans to or any dispositions to any “unrestricted subsidiary” in an aggregate amount at any time outstanding, in excess of an amount to be agreed,

(iii) fees payable in connection with the Transactions, (iv) affiliate transactions constituting any part of a Permitted Reorganization or IPO Reorganization Transaction, (v) transfer pricing and shared services agreements and intercompany loans in connection therewith, and (vi) transactions existing on the Closing Date subject to a scheduling threshold of $2 million;

j)lines of business;

k)amendments to organizational documents;

l)changes in fiscal year; and

m)passive holding company covenant with respect to Holdings, with exceptions consistent with the Documentation Principles.

The negative covenants will be subject, in the case of each of the foregoing covenants, to exceptions, qualifications and “baskets” (including Fixed Amounts and, in certain cases, a corresponding growth component based on Consolidated EBITDA of Holdings and its restricted subsidiaries equivalent to the initial monetary amount of such basket) to be set forth in the Credit Facilities Documentation consistent with the Documentation Principles (including the Available Amount), which shall, for the avoidance of doubt, permit classification and reclassification from time to time by the Borrowers among one or more available baskets and exceptions and permit any transaction that is scheduled in the Acquisition Agreement. Certain baskets with annual caps rather than aggregate caps shall be subject to permitted carry-forwards to subsequent years consistent with the Documentation Principles.

For purposes of determining the possibility of any action, change, transaction or event that requires a calculation of any financial ratio or test (including the LQA Recurring Revenue Leverage Ratio, the Total Leverage Ratio, and the amount of Consolidated EBITDA or consolidated total assets), such financial ratio or test shall be calculated at the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be, in each case subject to the Limited Condition

Transaction provisions set forth herein, and no default or event of default shall be deemed to have occurred solely as a result of a change in such financial ratio or test occurring after the time such action is taken, such change is made, such transaction is consummated or such event occurs, or the applicable agreement is signed, as the case may be.

With respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of the Credit Facilities Documentation that does not require compliance with a financial ratio or test (including the LQA Recurring Revenue Leverage Ratio, and/or the Total Leverage Ratio) (any such amounts (including, without limitation, the Unrestricted Incremental Amount and the Revolving Facility), the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of the Credit Facilities Documentation that requires compliance with a financial ratio or test (including the LQA Recurring Revenue Leverage Ratio, and/or the Total Leverage Ratio) (any such amounts (including, without limitation, amounts incurred under the Incremental Incurrence Test, the “Incurrence-Based Amounts”), it is understood and agreed that (a) the Fixed Amounts shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence-Based Amounts within the same covenant, and (b) except as provided in clause (a), pro forma effect shall be given to the entire transaction. In addition, any transactions incurred in reliance on Fixed Amounts may be reclassified at any time, as the Borrower may elect from time to time, as incurred under any applicable Incurrence-Based Amounts if the Borrower subsequently meets the applicable ratio or test for such Incurrence-Based Amounts on a pro forma basis (or would have met such ratio or test); provided, further, that any such permitted reclassification from a Fixed Amount to an Incurrence-Based Amount, shall be deemed to have occurred automatically (at the time so permitted), unless otherwise elected by the Borrower).

The “Available Amount” is to be comprised of (i) $62.5 million (the amount described under this clause (i), the “Starter Amount”), plus, without duplication,

(ii) retained Excess Cash Flow commencing with the first full fiscal year ending after the Closing Date (which shall not be less than zero for any fiscal year) (the amount described under this clause (ii), the “Growth Amount”), plus (iii) the net cash proceeds of new public or private qualified equity issuances and qualified capital contributions after the Closing Date (other than Specified Equity Contributions), in each case, to the extent received by Holdings and contributed to the Borrowers, plus (iv) debt and disqualified stock of Holdings and its restricted subsidiaries issued after the Closing Date which has been exchanged or converted into qualified equity of Holdings or one of its parent entities, plus (v) the aggregate net cash proceeds of sales of investments made under the Available Amount, plus (vi) cash returns, profits, distributions and similar amounts received by the Holdings and its restricted subsidiaries on investments made using the Available Amount, plus (vii) any cash investments of the Borrowers and their restricted subsidiaries after the Closing Date using the Available Amount in any unrestricted subsidiary that has been re-designated as a restricted subsidiary or that has been merged, consolidated or transferred with or into any restricted subsidiaries of Holdings or the any cash amount of any assets of any unrestricted subsidiary that have been transferred to any restricted subsidiary of Holdings, plus (viii) Declined Proceeds, plus (ix) cash dividends and other cash distributions from unrestricted subsidiaries and joint ventures on investments made using the Available Amount, plus (x) net cash proceeds from the sale of equity interests of unrestricted subsidiaries and joint ventures originally formed or capitalized using the Available Amount; provided that the aggregate amount added pursuant to clauses (v), (vi), (vii), (ix) and (x) with respect to any investment, unrestricted subsidiary or joint venture shall not exceed the original amount of the investment in such investment, unrestricted subsidiary or joint venture).

Notwithstanding anything to the contrary herein, all transactions (including, for the avoidance of doubt, reorganizations, combinations, mergers, dispositions, investments, indebtedness, liens and/or intercompany loans) contained or referenced in EY’s (1) Project Lake - Alternative Draft blocker structure deck dated December 8, 2020 delivered by Sponsor’s counsel to

the Lead Arrangers’ counsel on December 8, 2020 at 8:44 p.m. (Eastern Time) (the “Alternate Structure Memo”) and/or (2) Project Lake - Base Case Draft flow through structure deck dated December 8, 2020 delivered by Sponsor’s counsel to the Lead Arrangers’ counsel on December 8, 2020 at 8:44 p.m. (Eastern Time) (each of which the Commitment Parties acknowledge receipt) shall be expressly permitted in the Credit Facilities Documentation.

Notwithstanding any other provision contained in this Term Sheet, Holdings and its subsidiaries may make post-Closing Date payments to former stockholders in respect of shares subject to appraisal claims (1) in excess of the Per Share Price (as defined in the Acquisition Agreement), or (2) if an amount equal to the total amount (if any) by which the Equity Contribution was less than the required 70% level set forth on Exhibit A on account of amounts withheld for potential future settlement or resolution of shareholder appraisal claims has been contributed to Holdings in cash following the Closing Date; provided that (A) without limiting clause(2) above, the Borrower may make any such payments at any time and from time to time so long as an amount no less than the Per Share Price of the shares in respect of which such payment is made has been (or is substantially concurrently) contributed as equity to Holdings; and (B) the Sponsor shall furnish to Holdings on the Closing Date a support letter in form and substance reasonably satisfactory to the Administrative Agent (it being understood that the support letter delivered in connection with the acquisition of MindBody Inc. is reasonably satisfactory) ensuring Holdings the receipt of an amount post-closing equal to the Per Share Price of each share subject to an appraisal claim, subject to reduction to the extent an amount less than the Per Share Price is ultimately required to be paid in respect of the shares subject to appraisal and to the extent an amount less than the Per Share Price is required to be paid hereunder pursuant to the above provisions (it being understood and agreed that Holdings shall not terminate, or fail to maintain in full force and effect, such letter).

been breached, and (solely for purposes of such default or event of default blocker) such default or event of default shall be deemed not to have occurred. If the Borrowers make an LCT Election, in connection with the calculation of any ratio (other than for purposes of calculating compliance with the Financial Covenants (other than pro forma compliance with the Financial Covenants as a condition to effecting any transaction)) or basket with respect to the incurrence of any debt (including any Incremental Facilities), liens, Permitted Acquisitions or other investments, restricted payments, prepayments of Specified Indebtedness or asset sales on or following such date and prior to the earlier of the date on which such Limited Condition Eligible Transaction is consummated or the definitive agreement (or declaration or other commitment) for such Limited Condition Eligible Transaction is terminated, any such ratio shall be calculated on a pro forma basis assuming such Limited Condition Eligible Transaction and other pro forma events in connection therewith (including any incurrence of indebtedness) have been consummated. Conditionality for a UK “certain funds” basis will be customary for such transactions. The provisions of this paragraph are the “Limited Condition Transaction Provisions”).

As used herein, “Limited Condition Eligible Transaction” means any investment or acquisition by Holdings or one or more of its restricted subsidiaries, including, without limitation, by way of merger or amalgamation, of any assets, business or person permitted pursuant to the Credit Facilities Documentation, and including, without limitation, any such transaction that is subject to a purchase agreement, in each case whose consummation is not conditioned on the availability of, or on obtaining, third party financing, in each case, together with any other transactions effected in connection therewith (including incurrence of indebtedness or making of restricted payments). A “Limited Condition Transaction” is a Limited Condition Eligible Transaction with respect to which the Borrowers have made an LCT Election.

Unless waived by Required Lenders, the Credit Facilities Documentation will contain the following financial covenants (the “Financial Covenants”) with regard to Holdings and its restricted subsidiaries on a consolidated basis:

(A) LQA Recurring Revenue Leverage Ratio:

Commencing with the first full fiscal quarter ending after the Closing Date and ending with respect to the fiscal quarter ended December 31, 2023, a maximum LQA Recurring Leverage Ratio covenant which shall be tested quarterly, with levels set with at least a 25% cushion to LQA Recurring Revenues from the Sponsor model delivered to the Commitment Party on November 20, 2020 (the “Sponsor Model”), with such covenant levels to be set on a net basis (such financial covenant, the “Recurring Revenue Covenant”).

(B) Minimum Liquidity:

Commencing with the first full fiscal quarter ending after the Closing Date and ending December 31, 2023, a minimum Liquidity covenant set at $20 million which shall be tested quarterly.

“Liquidity” shall mean, as of any date of determination, the sum of (a) the total revolving commitment as of such date less (i) the amount of any Revolving Loans actually borrowed and outstanding as of such date and (ii) the LC exposure as of such date plus (b) the amount of Unrestricted Cash.

(C) Total Leverage Ratio:

Commencing with the fiscal quarter ending March 31, 2024, a maximum Total Leverage Ratio covenant which shall be tested quarterly, with levels set with at least a 35% cushion to Consolidated EBITDA from the Sponsor Model, with such covenant levels set without regard to cash balances in the Sponsor Model (and for the avoidance of doubt, tested net of any actual cash balances) (such financial covenant, the “Leverage Ratio Maintenance Covenant”).

For purposes of determining compliance with (i) the Recurring Revenue Covenant, any cash equity contribution (which shall be common equity or otherwise in a form reasonably acceptable to the Administrative Agent) made to the Borrowers on or after the first day of the applicable fiscal quarter and on or

cash equivalents calculated as of, the date of such designation (or, if such designation is made in connection with a Limited Condition Transaction, the LCT Test Date rather than the date of such designation). Unrestricted subsidiaries (and the sale of any equity interests therein or assets thereof) will not be subject to the mandatory prepayment, representation and warranty, affirmative or negative covenant or event of default provisions of the Credit Facilities Documentation, and the results of operations and indebtedness of unrestricted subsidiaries will not be taken into account for purposes of determining Consolidated EBITDA or compliance with the Financial Covenants or any other financial ratios or baskets. The designation of any restricted subsidiary as an unrestricted subsidiary shall constitute an investment therein at the date of designation in an amount equal to the fair market value thereof.

The designation of any unrestricted subsidiary as a restricted subsidiary shall constitute the incurrence at the time of designation of any indebtedness or liens of such subsidiary existing at such time.

Limited to the following (except as otherwise expressly indicated, to be applicable to Holdings and its restricted subsidiaries only, and with Consolidated EBITDA “growers” on any dollar baskets): nonpayment of principal when due; nonpayment of interest, fees, premiums and other amounts after a five business day grace period; violation of covenants with certain affirmative covenants to have customary grace periods; incorrectness of (1) on the Closing Date, the Specified Representations, and (2) after the Closing Date, representations and warranties, in each case in any material respect (subject to a thirty day grace period in the case of misrepresentations that are capable of being cured); cross default (after expiration of any grace periods and subject to cure and waiver) and cross acceleration to indebtedness in excess of the greater of $18.75 million and 15% of Consolidated EBITDA; bankruptcy or other insolvency events of Holdings or its restricted subsidiaries (other than immaterial subsidiaries) (with a customary grace period for involuntary events); unsatisfied monetary judgments in excess of the greater of $18.75 million and 15% of Consolidated EBITDA (to the extent not covered by insurance or indemnity) that have not been paid, vacated, discharged, stayed or bonded pending appeal within 60 days from the entry thereof; actual or asserted (in writing) invalidity of the Credit Facilities Documentation (including, without limitation, any intercreditor agreement) or material Guarantees or security documents or any material security interest purported to be created thereunder; certain material ERISA events; and change of control (to include a pre-and post-initial public offering provision and with no continuing director prong).

Notwithstanding anything to the contrary, any Default or Event of Default (including any Default or Event of Default (or similar term) resulting from a failure to provide notice of a Default or Event of Default) shall be deemed not to “exist” or be “continuing” if (i) with respect to any Default or Event of Default that occurs due to a failure by Holdings or any of its subsidiaries to take any action (including taking any action by a

Bank shall also be required), and (B) any definitions and related provisions solely as they relate to the foregoing clauses (A) - (B); it being understood that, except as expressly provided above, there shall be no “class” voting requirement for amendments, modifications or supplements to the Credit Facilities Documentation. Defaulting Lenders shall be excluded from both the numerator and the denominator in the calculation of the Required Lenders and the Required Revolving Lenders.

The Credit Facilities Documentation shall contain customary provisions for, on a non pro rata basis, replacing, or repaying and terminating the commitments of, (i) Lenders claiming increased costs, tax gross-ups and similar required indemnity payments, (ii) Defaulting Lenders, and (iii) non-consenting Lenders in connection with amendments and waivers requiring the consent of all relevant Lenders, or of all relevant Lenders directly affected thereby (and for replacing any lender that constitutes a non-extending lender in connection with an extension of the maturity date of the applicable Credit Facility as permitted under the section titled “Final Maturity and Amortization” hereof), so long as Lenders under the relevant Credit Facilities holding more than 50% of the aggregate amount of the loans and commitments under the relevant Credit Facilities, or more than 50% (by principal amount) of the directly and adversely affected Lenders under the relevant Credit Facilities, as applicable, shall have consented thereto or participated, as applicable, and subject to the payment of the amount described under the heading “Prepayment Premium” above.

In addition, if the applicable Administrative Agent and the Borrowers (a) shall have jointly identified an error, omission, mistake or ambiguity or determined to effect any administrative change of a technical, administrative or immaterial nature in the Credit Facilities Documentation or (b) desire to amend the Credit Facilities Documentation to add one or more provisions to the Credit Facilities Documentation that are, in the reasonable judgment of the applicable Administrative Agent, more favorable to the Lenders under the applicable Credit Facility in connection with any Incremental Facility, Incremental Equivalent Debt

and/or Refinancing Facility, then the Administrative Agent and the Borrowers shall be permitted to amend such provision, or make such amendment, as applicable, without further action or consent of any other person. The Credit Facilities Documentation will also permit the Administrative Agent and the Borrowers to enter into one or more amendments thereto to incorporate the provisions of any Incremental Facility or Refinancing Facility without the consent of any Lender under the applicable Credit Facility, so long as the purpose of such amendment is solely to incorporate the appropriate provisions for such Incremental Facility or Refinancing Facility in the Credit Facilities Documentation.

The Credit Facilities Documentation shall permit guarantees, collateral documents and related documents to be, together with the applicable credit agreements, amended and waived with the consent of the applicable Administrative Agent without the need for consent by any other Lender if such amendment or waiver is delivered in order to (i) comply with local law or advice of local counsel or (ii) cause such guarantee, collateral document or other document to be consistent with the applicable credit agreement and the other Credit Facilities Documentation.

The Credit Facilities Documentation shall permit guarantees, collateral documents and related documents to be, together with the applicable credit agreements, amended and waived with the consent of the Administrative Agent without the need for consent by any other Lender if such amendment or waiver is delivered in order to (i) comply with local law or advice of local counsel or (ii) cause such guarantee, collateral document or other document to be consistent with the applicable credit agreement and the other Credit Facilities Documentation. The Borrower and the Administrative Agent may, without the consent of any other person, amend the Credit Facilities Documentation to permit the accession as Guarantors, of restricted subsidiaries incorporated or organized in non-US jurisdictions (at the Borrower’s election with the consent of the Administrative Agent (which shall not be unreasonably withheld or delated)) and to provide for customary agreed security principles with respect to such restricted subsidiaries that are

reasonably acceptable to the Borrower and the Administrative Agent in the applicable jurisdiction(s).

The Administrative Agent shall be entitled to extend any deadline or requirement in connection with compliance with guarantee and security provisions.

case of a proposed assignment to a Disqualified Lender) (i) after the occurrence and during the continuance of a payment, financial covenant or bankruptcy event of default or (ii) if such assignment is an assignment to another Lender, an affiliate of a Lender or an approved fund, (C) no consent of the Administrative Agent shall be required with respect to an assignment of any Term Loans if such assignment is an assignment to another Lender, an affiliate of a Lender, an approved fund, a Debt Fund Affiliate, the Borrower or any other affiliate of the Borrower, and no consent of the Administrative Agent or the Borrower shall be required with respect to an assignment of any loans or commitments under the Revolving Facility if such assignment is an assignment to a Revolving Lender, an affiliate of a Revolving Lender or an approved fund of a Revolving Lender, and (D) the Borrowers shall be deemed to have consented to any assignment of any Loan or commitment if the Borrower has not responded within ten (10) business days after receipt of a written request for such consent (except, for the avoidance of doubt, in the case of an assignment to a Disqualified Lender), or, to the extent any such assignments are made in accordance with all other applicable terms of the Credit Facilities Documentation, to the Sponsor, any affiliates of the Sponsor, or Holdings or any of its subsidiaries.

Each assignment (other than to another Lender, an affiliate of a Lender or an approved fund) will be in an amount of an integral multiple of $1 million in the case of the Term Facility and $5 million in the case of the Revolving Facility (or lesser amounts, if agreed between the Borrowers and the Administrative Agent) or, if less, all of such Lender’s remaining loans and commitments of the applicable class. Assignments will not be required to be pro rata among the Credit Facilities. The Administrative Agent shall receive a processing and recordation fee of $3,500 for each assignment (unless waived by the Administrative Agent), except in the case of any such assignment to an affiliate of the assigning Lender or to the Sponsor (or any other Investor), Holdings, its subsidiaries or any of their respective affiliates.

The Lenders will be permitted to sell participations in loans and commitments without restriction (other than as set forth below) in accordance with applicable law and subject to limitations consistent with the Documentation Principles; provided that participations shall not be permitted to Disqualified Lenders, with the administration of such prohibition conducted in a manner to be agreed. Voting rights of participants shall be limited to reductions of principal, interest or fees, extensions of final scheduled maturity or times for payment of interest or fees, and releases of Collateral, in each case requiring the unanimous vote of all Lenders (or all directly and adversely affected Lenders, if the participant is directly and adversely affected).

If any Loans are assigned or participated, without the Borrowers’ consent, to a Disqualified Lender, then: (a) the Borrowers may (i) terminate any commitment of such person and repay any applicable outstanding Loans (in the case of Term Loans, at a price equal to the lesser of par and the amount such person paid to acquire such Loans), without premium, penalty, prepayment fee or breakage, and/or (ii) require such person to assign its rights and obligations to one or more eligible lenders at the price indicated above (which assignment shall not be subject to the processing and recordation fee specified above), (b) no such person shall receive any information or reporting provided by the Borrowers, the Administrative Agent or any other Lender, attend any Lender meetings or have access to any electronic site established for Lenders or confidential communications from counsel to or financing advisors to the Administrative Agent or the Lenders, (c) for purposes of voting, any loans and commitments held by such person shall be deemed not to be outstanding and such person shall have no voting or consent rights with respect to “required lender” or class votes or consents, (d) for purposes of any matter requiring the vote or consent of each Lender affected by any amendment or waiver, such person shall be deemed to have voted or consented to approve such amendment or waiver if a majority of the affected class so approves, and (e) such person shall not be entitled to any expense reimbursement or indemnification rights and shall be treated in all other respects as a Defaulting Lender.

Non-pro rata distributions and commitment reductions will be permitted without any consent in connection with loan buy-back or similar programs and assignments to, and purchases by, the Sponsor, the other Investors and their respective affiliates (including, without limitation, Holdings and its subsidiaries but excluding Debt Fund Affiliates (as defined below)) (each, a “Restricted Affiliated Lender”), including through open-market purchases; provided that (i) Holdings and its restricted subsidiaries shall cause any loans or commitments assigned to it or them (including as contemplated by the following clause (ii)) to be cancelled, (ii) any Loans acquired by a Restricted Affiliated Lender (other than the Borrowers) may, with the consent of the Borrowers, be contributed to the Borrowers (whether through any of their direct or indirect parent entities or otherwise) and exchanged for debt or equity securities of such parent entity or the Borrowers that are otherwise permitted to be issued by such entity at such time, (iii) the aggregate unpaid principal amount of Term Loans held by all Restricted Affiliated Lenders shall not exceed 25% of the aggregate unpaid principal amount of Term Loans then outstanding (determined as of the time of such purchase), (iv) [reserved], (v) [reserved], (vi) Restricted Affiliated Lenders will not receive information provided solely to Lenders (unless prepared by or on behalf of, or otherwise shared with, the Borrower or its affiliates) and will not be permitted to attend or participate in Lender only meetings or calls and will not be entitled to challenge the Administrative Agent’s and the applicable Lenders’ attorney client privilege as a result of their status as Restricted Affiliated Lenders, (vii) Restricted Affiliated Lenders may not purchase Revolving Loans or commitments under the Revolving Facility, (viii) any purchases by Restricted Affiliated Lenders shall require that such Restricted Affiliated Lender clearly identify itself as a Restricted Affiliated Lender in any assignment and assumption agreement executed in connection with such purchases or sales (but no Restricted Affiliated Lender shall be required to make any representation that it is not in possession of material non-public information with respect to Holdings, its subsidiaries or their respective securities, and all parties to the relevant transactions shall render customary “big boy” disclaimer letters), (ix) Holdings and its subsidiaries may not make any non-pro rata purchase of any loans

so long as any event of default has occurred and is continuing and may not make any purchase of any loans so long as any payment or bankruptcy event of default has occurred and is continuing, (x) [reserved], (xi) for purposes of any amendment, waiver or modification of the Credit Facilities Documentation that does not in each case require the consent of each Lender or each affected Lender or does not adversely affect such Restricted Affiliated Lender (in its capacity as a Lender) in any material respect as compared to other Lenders or deprive them of their pro rata share of any payment, Restricted Affiliated Lenders will be deemed to have voted in the same proportion as non-affiliated Lenders voting on such matter, (xii) no proceeds of Revolving Facility shall be used for such purchases by Holdings or any of its subsidiaries, (xiii) in the event that any proceeding under the Bankruptcy Code shall be instituted by or against the Borrowers or any Guarantor, each Restricted Affiliated Lender shall acknowledge and agree that it is an “insider” under Section 101(31) of the Bankruptcy Code and, as such, the claims associated with the loans and commitments owned by it shall not be included in determining whether the applicable class of creditors holding such claims has voted to accept a proposed plan for purposes of section 1129(a)(10) of the Bankruptcy Code, or, alternatively, to the extent that the foregoing designation is deemed unenforceable for any reason, each Restricted Affiliated Lender shall vote in such proceedings in the same proportion as the allocation of voting with respect to such matter by those Lenders who are not Restricted Affiliated Lenders, except to the extent that any plan of reorganization proposes to treat the Borrower Obligations held by such Restricted Affiliated Lender in a manner that is less favorable in any material respect to such Restricted Affiliated Lender than the proposed treatment of similar Borrower Obligations held by Lenders that are not Restricted Affiliated Lenders, and (xiv) such distributions, commitment reductions, assignments and purchases shall be subject to such other terms and conditions as are consistent with the Documentation Principles.

Debt Fund Affiliates (as defined below) shall be permitted to purchase Loans from the Lenders and shall have all rights of a Lender of the Credit Facilities. “Debt Fund Affiliate” shall mean a debt fund that is an

affiliate of the Sponsor or any other Investor and that is primarily engaged in, or advises funds or other investment vehicles that are engaged in, making, purchasing, holding or otherwise investing in commercial loans, notes, bonds or similar extensions of credit or securities in the ordinary course of its business and whose managers have fiduciary duties to the investors therein independent of or in addition to their duties to the Sponsor, the other Investors, as applicable, or any of their respective affiliates; provided that for any Required Lender vote, Debt Fund Affiliates may not, in the aggregate, account for more than 49.9% of the amounts included in determining whether the Required Lenders have consented to any amendment or waiver.

The Administrative Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Disqualified Lenders. Without limiting the generality of the foregoing, the Administrative Agent shall not (x) be obligated to ascertain, monitor or inquire as to whether any Lender or participant or prospective Lender or participant is a Disqualified Lender or (y) have any liability with respect to or arising out of any assignment or participation of Loans, or disclosure of confidential information, to any Disqualified Lender.

“Disqualified Lenders” shall mean (a) those persons that are competitors of Holdings and its subsidiaries to the extent identified by the Borrowers or the Sponsor to the Administrative Agent by name in writing from time to time, (b) those banks, financial institutions and other Persons separately identified by name by the Borrowers or the Sponsor to the Administrative Agent in writing on or before the Closing Date or (c) in the case of clause (a) or (b), any of their respective Affiliates (other than bona fide debt funds) that are (x) clearly identifiable as affiliates on the basis of their name or (y) identified by name by the Borrowers (or by the Sponsor, on the Borrowers’ behalf) to the Administrative Agent in writing from time to time; provided that the foregoing shall not apply retroactively to disqualify any parties that have previously acquired an assignment or participation interest in the Loans to the extent such party was not a Disqualified Lender at the time of the applicable assignment or participation, as the case may be, but shall disqualify such parties from acquiring additional Loans or participation interests; provided, further, that the list of Disqualified Lenders shall not be delivered by the Administrative Agent to any other person, except that, upon an inquiry by any Lender to the Administrative Agent as to whether a specific potential assignee or prospective participant is a Disqualified Lender, the Administrative Agent shall be permitted to disclose to such Lender whether such specific potential assignee or prospective Participant is a Disqualified Lender).

The Borrowers shall pay, if the Closing Date occurs, all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent and the Commitment Parties (without duplication) in connection with the preparation, execution and delivery, administration, amendment, modification, waiver and/or enforcement of the Credit Facilities Documentation (limited, in the case of legal fees, to the reasonable and documented out-of-pocket fees, disbursements and other charges of the one primary counsel identified herein, of a single local counsel with respect to the Credit Facilities in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions), and of one additional counsel due to an actual or reasonably perceived conflict of interest for all affected indemnitees or otherwise retained (except in the context of enforcement) with the Borrowers’ consent (not to be unreasonably withheld or delayed)).

The Borrowers will indemnify the Administrative Agent, the Commitment Parties, the Lenders and their affiliates and controlling persons (in each case other than Excluded Affiliates), and the directors, officers, employees, partners, counsel, agents, advisors and other representatives, successors and assigns of the foregoing, and hold them harmless from and against any and all losses, liabilities, damages, claims and reasonable and documented fees and out-of-pocket expenses (limited, in the case of legal fees, to the

respective subsidiaries in connection with the Acquisition or any other potential acquisition of the Company or its subsidiaries, (iii) actions taken, or omissions to act, in its capacity as a co-investor in the Transactions or any potential acquisition of the Company or its subsidiaries or (iv) any settlement entered into by such person without the Borrowers’ written consent (such consent not to be unreasonably withheld or delayed) (for the avoidance of doubt, if settled with the Borrowers’ written consent, or if there is a final judgment for the plaintiff against an indemnified person in any proceeding, the Borrowers shall indemnify and hold harmless each indemnified person to the extent and in the manner set forth above). Each indemnified person shall refund and return any and all amounts paid by the Borrowers to such indemnified person for fees, expenses, damages, indemnification or contribution to the extent such indemnified person is not entitled to payment of such amounts in accordance with the terms described above. None of the indemnified persons and the Borrowers and their affiliates and their respective directors, officers, employees, agents, advisors and other representatives shall be liable for any special, indirect, consequential or punitive damages in connection with the Facilities (except to the extent of its indemnity or reimbursement obligations hereunder in respect of any losses, claims, damages, liabilities and expenses incurred or paid by an indemnified person to a third party unaffiliated with such indemnified person).

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

With respect to Revolving Loans and Term Loans, at the option of the Borrowers, (a) on or prior to December 31, 2023, Adjusted LIBOR plus 8.00% or ABR plus 7.00%, and (b) after December 31, 2023, (i) if the Total Leverage Ratio is greater than 6.50 to 1.00, Adjusted LIBOR plus 8.00% or ABR plus 7.00%, (ii) if the Total Leverage Ratio is less than 6.50 to 1.00 and greater than 6.00 to 1.00, Adjusted LIBOR plus 7.50% or ABR plus 6.50%, and (iii) if the Total Leverage Ratio is less than or equal to 6.00 to 1.00, Adjusted LIBOR plus 7.00% or ABR plus 6.00%.

The Borrowers may elect interest periods of 1, 2, 3 or 6 months (or, if agreed by all relevant Lenders, 12 months or a period of shorter than 1 month) for Adjusted LIBOR 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 where the applicable rate is determined pursuant to clause (i) of the definition of ABR).

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

“ABR” is the Alternate Base Rate, which is the highest of (i) the rate of interest publically identified, from time to time as the U.S. “prime rate” as published in the Money Rates section of the Wall Street Journal, (ii) the Federal Funds Rate plus 1/2 of 1.0% and (iii) the one-month Adjusted LIBOR rate plus 1.0% per annum.

“Adjusted LIBOR” is the London interbank offered rate for the relevant currency, adjusted for statutory reserve requirements; provided that if such rate is less than 1.00% per annum, such rate shall be deemed to be 1.00% per annum.

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, without giving effect to any amendments, consents or waivers by you thereto that are materially adverse to the Lenders or the Lead Arrangers (in their respective capacities as such), without the prior consent of the Commitment Parties (such consent not to be unreasonably withheld, delayed or conditioned, and provided that the Commitment Parties shall be deemed to have consented to such modification, amendment, supplement, consent, waiver or request unless they shall have objected thereto within five (5) business days after receipt by each Commitment Party of written notice of such modification, amendment, supplement, consent, waiver or request) (it being understood and agreed that (a) any reduction in the purchase price of, or consideration for the Acquisition shall not be considered material and adverse to the interests of the Lenders or the Lead Arrangers so long as any such reduction is (1) less than fifteen percent (15%) of the total Acquisition consideration or (2) applied first to (at the option of the Borrower in its sole discretion) reduce the Equity Contribution and/or the Other Equity such that the sum of the Equity Contribution and the Other Equity is not less than the amount required pursuant to paragraph (a) of the Transaction Description set forth in Exhibit A; and thereafter (subject to amounts withheld at closing for potential future settlement or resolution of shareholder appraisal claims in an amount not to exceed the Per Share Price (as defined in the Acquisition Agreement) per each Dissenting Company Share (as defined in the Acquisition Agreement)) (i) no less than 30.0% of any such reduction shall be applied to reduce the Term Facility and (ii) no more than 70.0% of any such reduction shall be applied to reduce the Equity Contribution; (b) any increase in the purchase price of, or consideration for, the Acquisition is not materially adverse to the Lenders or the Commitment Parties to the extent that any such increase is not funded with additional indebtedness (other than permitted Closing Date draws on the Revolving Facility) (it being understood and agreed that no purchase price, working capital or similar adjustment set forth in the Acquisition Agreement (as in effect on the date hereof or as amended in a manner not materially adverse to the Lenders or the Lead Arrangers) shall constitute an increase in the purchase price); (c) any amendment to the Acquisition Agreement solely to extent necessary to reflect the adoption of a structure substantially in the form set forth in the Alternative Structure Memo is not materially adverse to the Lenders or the Commitment Parties, and (d) any amendment or modification to, waiver of or consent under the definition of “Company Material Adverse Effect” in the Acquisition Agreement is materially adverse to the interests of the Lenders and the Lead Arrangers).

1.    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”). 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.

The Equity Contribution and the Additional Cash Contribution shall have been made, or substantially simultaneously with the initial borrowing under the Term Facility, shall be made, in at least the amount and consistent with the description thereof set forth in Exhibit A to the Commitment Letter (as such amount may be modified pursuant to paragraph 1 above).

No Company Material Adverse Effect (as defined in the Acquisition Agreement) will have occurred after the date of the Acquisition Agreement that is continuing.

The Administrative Agent and the Commitment Parties shall have received at least two (2) business days prior to the Closing Date all documentation and other information about the Borrowers and the Guarantors as has been reasonably requested in writing at least ten (10) business days prior to the Closing Date by the Administrative Agent or the Commitment Parties that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act and the Beneficial Ownership Regulation.

Subject in all respects to the Certain Funds Provisions, the execution and delivery by the Borrowers and Guarantors of (i) the Credit Facilities Documentation in the case of the Credit Facilities, which shall be consistent with the Commitment Letter, the Term Sheet and the Documentation Principles, and (ii) customary legal opinions, customary evidence of authorization, customary officer’s certificates, good standing certificates (to the extent applicable) in the jurisdiction of organization of the Borrowers and each Guarantor and a solvency certificate of Holding’s chief financial officer or other officer with equivalent duties in substantially the form of Annex I hereto (the items described in this clause (ii), collectively, the “Closing Deliverables”).

The Commitment Parties shall have received (x) the audited consolidated balance sheets and related statements of income and cash flows of a direct parent of the Company and its subsidiaries for the fiscal years ended December 31, 2018 and December 31, 2019 and (y) the unaudited consolidated balance sheet and related statements of income and cash flows of a direct parent of the Company and its subsidiaries for the fiscal quarters ended March 31, 2020, June 30, 2020 and September 30, 2020. It is acknowledged and agreed that the Commitment Parties have received the items required by clause (x) and clause (y).

All fees required to be paid on the Closing Date pursuant to the Fee Letter and reasonable and documented 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, shall, upon the initial borrowing under the Term Facility, have been, or will be substantially concurrently, paid (which amounts may be offset against the proceeds of the Credit Facilities).

The Specified Representations and the Specified Acquisition Agreement Representations shall be true and correct in all material respects (or, to the extent qualified by materiality, in all respects).

I am familiar with the finances, properties, businesses and assets of Holdings and its Subsidiaries. I have reviewed the Loan Documents and such other documentation and information and have made such investigation and inquiries as I have deemed necessary and prudent therefor. I have also reviewed the consolidated financial statements of Holdings and its Subsidiaries, including projected financial statements and forecasts relating to income statements and cash flow statements of Holdings and its Subsidiaries.

On the Closing Date, after giving effect to the Transactions, Holdings and its Subsidiaries (on a consolidated basis) (a) have property with fair value greater than the total amount of their debts and liabilities, contingent (it being understood that the amount of contingent liabilities at any time shall be computed as the amount that, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability), subordinated or otherwise, (b) have assets with present fair salable value not less than the amount that will be required to pay their liability on their debts as they become absolute and matured, (c) will be able generally to pay their debts and liabilities, subordinated, contingent or otherwise, as they become absolute and matured and (d) are not engaged in business or a transaction, and are not about to engage in business or a transaction, for which their property would constitute an unreasonably small capital.