鲸鱼电竞手机版

EXECUTION VERSION

PROJECT CENTRAL

AGREEMENT AND PLAN OF MERGER

by and among

CENTRAL PARENT LLC,

CENTRAL MERGER SUB INC.

and

CDK GLOBAL, INC.

_________________________

Dated as of April 7, 2022

_________________________

TABLE OF CONTENTS

Page


ARTICLE I THE OFFER AND THE MERGER			2
Section 1.1 The Offer			2
Section 1.2 Company Actions			6
Section 1.3 The Merger			8
Section 1.4 Closing			8
Section 1.5 Effective Time			8
Section 1.6 Merger Without Meeting of Stockholders			9
Section 1.7 Effects of the Merger			9
Section 1.8 Certificate of Incorporation			9
Section 1.9 Bylaws			9
Section 1.10 Directors			9
Section 1.11 Officers			9
ARTICLE II EFFECT OF MERGER ON CAPITAL STOCK			9
Section 2.1 Conversion of Capital Stock			9
Section 2.2 Surrender of Certificates and Book-Entry Shares			11
Section 2.3 Company Equity Awards			13
Section 2.4 Dissenting Shares			15
ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY			16
Section 3.1 Organization and Power			16
Section 3.2 Foreign Qualifications			17
Section 3.3 Corporate Authorization			17
Section 3.4 Enforceability			17
Section 3.5 Subsidiaries			17
Section 3.6 Governmental Authorizations			18
Section 3.7 Non-Contravention			18
Section 3.8 Capitalization			19
Section 3.9 SEC Reports			20
Section 3.10 Financial Statements; Internal Controls			20
Section 3.11 Liabilities			21
Section 3.12 Absence of Certain Changes			22
Section 3.13 Permits; Compliance with Law			22
Section 3.14 Litigation			23
Section 3.15 International Trade and Anti-Corruption			23
Section 3.16 Material Contracts			23
Section 3.17 Benefit Plans			25
Section 3.18 Labor Relations			27
Section 3.19 Taxes			28
Section 3.20 Environmental Matters			29

Page


Section 3.21 Intellectual Property and Data Privacy			30
Section 3.22 Assets			31
Section 3.23 Insurance			32
Section 3.24 Affiliated Transactions			32
Section 3.25 No Rights Agreement; Anti-Takeover Provisions			33
Section 3.26 Information Supplied			33
Section 3.27 Opinion of Financial Advisor			33
Section 3.28 Brokers			33
Section 3.29 No Other Representations and Warranties			34
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB			35
Section 4.1 Organization and Power			35
Section 4.2 Foreign Qualifications			35
Section 4.3 Corporate Authorization; Enforceability			35
Section 4.4 Governmental Authorizations			36
Section 4.5 Non-Contravention			36
Section 4.6 Capitalization; Interim Operations of Merger Sub; Ownership of Common Stock			37
Section 4.7 Financing			37
Section 4.8 Solvency			39
Section 4.9 Litigation			40
Section 4.10 Absence of Arrangements with Management			40
Section 4.11 Absence of Certain Agreements			40
Section 4.12 Investment Intention			40
Section 4.13 Brokers			40
Section 4.14 Guarantee			40
Section 4.15 No Interest in Competitors			41
Section 4.16 Information Supplied			41
Section 4.17 Acknowledgement of Disclaimer of Other Representations and Warranties			41
ARTICLE V COVENANTS			43
Section 5.1 Conduct of Business of the Company			43
Section 5.2 Access to Information; Confidentiality			48
Section 5.3 No Solicitation			49
Section 5.4 Employees; Benefit Plans			53
Section 5.5 Directors’ and Officers’ Indemnification and Insurance			55
Section 5.6 Reasonable Best Efforts			58
Section 5.7 Consents; Filings; Further Action			58
Section 5.8 Public Announcements			61
Section 5.9 Fees and Expenses			61
Section 5.10 Financing			62
Section 5.11 Rule 16b-3			70

Page


Section 5.12 Parent Vote			70
Section 5.13 Stock Exchange Delisting			70
Section 5.14 Rule 14d-10 Matters			71
Section 5.15 Transaction Litigation			71
Section 5.16 Treatment of Senior Notes			71
ARTICLE VI CONDITIONS			73
Section 6.1 Conditions to Each Party’s Obligation to Effect the Merger			73
ARTICLE VII TERMINATION, AMENDMENT AND WAIVER			73
Section 7.1 Termination by Mutual Consent			73
Section 7.2 Termination by Either Parent or the Company			74
Section 7.3 Termination by Parent			74
Section 7.4 Termination by the Company			75
Section 7.5 Effect of Termination			76
Section 7.6 Fees and Expenses Following Termination			76
ARTICLE VIII MISCELLANEOUS			79
Section 8.1 Certain Definitions			79
Section 8.2 Interpretation			89
Section 8.3 No Survival of Representations and Warranties			91
Section 8.4 Governing Law			91
Section 8.5 Submission to Jurisdiction; Service			91
Section 8.6 WAIVER OF JURY TRIAL			92
Section 8.7 Notices			93
Section 8.8 Amendment			94
Section 8.9 Extension; Waiver			94
Section 8.10 Entire Agreement			94
Section 8.11 No Third-Party Beneficiaries			95
Section 8.12 Severability			95
Section 8.13 Rules of Construction			95
Section 8.14 Assignment			96
Section 8.15 Specific Performance			96
Section 8.16 Performance Guaranty			97
Section 8.17 Non-Recourse			97
Section 8.18 Counterparts; Effectiveness			98
Section 8.19 Cooperation			98
Section 8.20 Lender Related Parties			98

Annex I: Offer Conditions

Annex II: Form of Certificate of Incorporation for the Surviving Corporation

iii

INDEX OF DEFINED TERMS


Term			Section
4.50% Indenture			8.1(a)
4.50% Senior Notes			8.1(b)
4.875% Indenture			8.1(c)
4.875% Senior Notes			8.1(d)
5.25% Indenture			8.1(e)
5.25% Senior Notes			8.1(f)
Acceptable Confidentiality Agreement			8.1(g)
Adverse Recommendation Change			5.3(d)
Affiliate			8.1(h)
Agreement			Preamble
Alternative Acquisition Agreement			5.3(d)
Alternative Financing			5.10(b)
Announcement			5.8
Anti-Corruption Laws			8.1(i)
Antitrust and Foreign Investment Laws			8.1(j)
Applicable Exchange			8.1(k)
Balance Sheet			3.11(a)
BBU			5.10(e)
Book-Entry Shares			2.1(c)(ii)
Business Day			8.1(l)
CARES Act			8.1(m)
Certificate of Merger			1.5
Certificates			2.1(c)(ii)
Change of Control Offer			5.16(a)
Change of Control Offers			5.16(a)
Chosen Courts			8.5(a)
Claim			5.5(b)
Closing			1.4
Closing Date			1.4
Code			8.1(n)
Common Stock			Recitals
Company			Preamble
Company Assets			3.7
Company Benefit Plans			3.17(a)
Company Board			Recitals
Company Board Recommendation			Recitals
Company Bylaws			3.1


Company Charter			3.1
Company Disclosure Letter			Article III
Company Equity Awards			8.1(o)
Company Equity Plan			8.1(p)
Company Financial Advisor			3.27
Company Impairment Effect			8.1(q)
Company Leased Real Property			3.22(b)
Company Material Adverse Effect			8.1(r)
Company Option			8.1(s)
Company Organizational Documents			8.1(t)
Company Owned Real Property			3.22(a)
Company Permits			3.13(a)
Company PSU			8.1(u)
Company Real Property Leases			3.22(b)
Company Related Parties			7.6(d)
Company Restricted Share			8.1(v)
Company RSU			8.1(w)
Company SEC Reports			3.9
Company Severance Plan			5.4(c)
Company Termination Fee			7.6(a)
Compensation Committee			5.14
Competition Act			8.1(x)
Confidentiality Agreement			5.2(c)
Continuation Period			5.4(a)
Contract			8.1(y)
COVID-19			8.1(z)
COVID-19 Measures			8.1(aa)
Damages			8.1(bb)
Debt Commitment Letter			5.10(b)
Debt Financing			5.10(b)
Definitive Financing Agreements			5.10(a)
DGCL			Recitals
Dissenting Shares			2.4(a)
Distributed			8.1(ddd)
DOJ			5.7(c)
Effect			8.1(r)
Effective Time			1.5
Employee			5.4(a)
Enforceability Exceptions			8.1(cc)
Environmental Law			3.20
ERISA			3.17(a)


ERISA Affiliate			8.1(dd)
Equity Commitment Letter			4.7(a)
Equity Financing			4.7(a)
Exchange Act			3.6(b)
Excluded Information			5.10(e)
Excluded Shares			2.1(b)
Existing Credit Agreement			8.1(ee)
Expenses			5.9
Expiration Time			1.1(c)
Financing			5.10(b)
Financing Letters			4.7(a)
FTC			5.7(c)
FY 2022 STIP			5.4(b)
GAAP			3.10(a)(ii)
Governmental Authority			8.1(ff)
Governmental Authorizations			3.6
Guarantee			4.14
Guarantor			Recitals
Guarantors			Recitals
Hazardous Substances			8.1(gg)
HSR Act			3.6(d)
Indebtedness			5.1(b)(ix)
Indemnitee			5.5(a)
Indemnitees			5.5(a)
Indentures			8.1(hh)
Initial Expiration Time			1.1(c)
Inside Date			8.1(gg)
Inside Date Condition			Annex I
Intellectual Property			8.1(jj)
Interim Period			5.1(a)
Intervening Event			8.1(kk)
IRS			3.17(b)
Key Employee			5.1(b)(iii)
Knowledge			8.1(ll)
Law			8.1(mm)
Legal Actions			3.14
Lender Related Parties			8.1(nn)
Liabilities			3.11
Liability Management Transaction			5.16(a)
Licensed Intellectual Property			8.1(oo)
Liens			8.1(pp)


Material Company Real Property Leases			3.22(b)
Material Contracts			3.16(a)
Measurement Date			3.8(a)
Merger			Recitals
Merger Consideration			2.1(c)(i)
Merger Sub			Preamble
Merger Transactions			Recitals
Minimum Condition			Annex I
New Plans			5.4(d)
Non-Material Licenses			3.16(a)(ix)
Non-Party Affiliates			8.17
Offer			Recitals
Offer Acceptance Time			1.1(f)
Offer Closing			1.4
Offer Conditions			1.1(a)
Offer Documents			1.1(j)
Offer Price			Recitals
Offer to Purchase			1.1(b)
Old Plans			5.4(d)
Option Consideration			2.3(a)
Orders			8.1(qq)
Owned Intellectual Property			8.1(rr)
Parent			Preamble
Parent Assets			4.5
Parent Disclosure Letter			Article IV
Parent Material Adverse Effect			8.1(ss)
Parent Related Parties			7.6(d)
Parent Termination Fee			7.6(b)
Paying Agent			2.2(a)
Payment Fund			2.2(b)
Payoff Amount			5.10(d)
Permits			3.13(a)
Permitted Lien			8.1(tt)
Person			8.1(uu)
Preferred Stock			3.8(a)
Premium Cap			5.5(c)
Prohibited Modifications			5.10(b)
Regulatory Condition			5.7(c)
Related Documents			8.10
Representatives			8.1(vv)
Required Amount			4.7(b)

vii


Required Information			8.1(ww)
Rights			8.1(xx)
Sanctioned Country			8.1(yy)
Sanctioned Person			8.1(zz)
Sanctions and Export Control Laws			8.1(aaa)
Schedule 14D-9			1.2(a)
Schedule TO			1.1(j)
SEC			1.1(j)
Securities Act			3.9
Senior Notes			8.1(bbb)
Senior Notes Documents			5.16(a)
Solvent			8.1(ccc)
Specified OSS License			8.1(ddd)
Stockholder List Date			1.2(b)
Subsidiary			8.1(eee)
Superior Proposal			8.1(fff)
Surviving Corporation			1.3
Takeover Law			3.25(b)
Takeover Proposal			8.1(ggg)
Tax Returns			8.1(hhh)
Taxes			8.1(iii)
Tender Offer			5.16(a)
Termination Date			7.2(a)
Trade Controls			3.15(a)
Transaction Litigation			5.16
Transactions			Recitals
Trustee			8.1(jjj)
USRPHC			3.19(k)
Vacation/PTO Policy			5.4(e)
VDR			3.29(a)
Willful and Intentional Breach			8.1(kkk)

viii

AGREEMENT AND PLAN OF MERGER

This AGREEMENT AND PLAN OF MERGER , dated as of April 7, 2022 (this “ Agreement ”), by and among Central Parent LLC, a Delaware limited liability company (“ Parent ”), Central Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“ Merger Sub ”), and CDK Global, Inc. , a Delaware corporation (the “ Company ”).

RECITALS

WHEREAS, Parent desires to acquire the Company on the terms and subject to the conditions set forth in this Agreement;

WHEREAS, in furtherance of the acquisition of the Company by Parent, upon the terms and subject to the conditions set forth in this Agreement, Merger Sub has agreed to commence a cash tender offer (as it may be extended and amended from time to time as permitted under, or required by, this Agreement, the “ Offer ”) to purchase all of the outstanding shares of common stock, par value $0.01 per share, of the Company (the “ Common Stock ”) at a price per share of $54.87 (such amount, or any higher amount per share of Common Stock paid pursuant to the Offer in accordance with this Agreement, the “ Offer Price ”), to the seller in cash, without interest;

WHEREAS, it is proposed that, on the terms and subject to the conditions set forth in this Agreement following the consummation of the Offer, Merger Sub shall, in accordance with the Delaware General Corporation Law (the “ DGCL ”), merge with and into the Company (the “ Merger ”), with the Company surviving the Merger and pursuant to which each share of Common Stock that is not (a) validly tendered and irrevocably accepted for payment pursuant to the Offer, (b) a Dissenting Share or (c) an Excluded Share will be converted into the right to receive an amount in cash equal to the Offer Price;

WHEREAS, Parent, Merger Sub and the Company acknowledge and agree that the Merger shall be governed by and effected under Section 251(h) of the DGCL and shall, subject to the terms of this Agreement, be consummated as soon as practicable following the consummation (as defined in Section 251(h) of the DGCL) of the Offer;

WHEREAS, the board of directors of the Company (the “ Company Board ”) has, on terms and subject to the conditions set forth herein, (a) declared it advisable to enter into this Agreement and approved the execution, delivery and performance of this Agreement in accordance with its terms and the consummation of the Offer, the Merger and the other transactions contemplated by this Agreement (excluding the Financing, the “ Merger Transactions ”) in accordance with the DGCL and (b) resolved to recommend that the stockholders of the Company accept the Offer and tender their shares of Common Stock in the Offer (such recommendation, the “ Company Board Recommendation ”);

WHEREAS, the respective boards of directors of Parent and Merger Sub have, on the terms and subject to the conditions set forth herein, approved this Agreement and the Offer, the Merger and the other transactions contemplated hereby, including the Financing (the “ Transactions ”), declared it advisable for Parent and Merger Sub, respectively, to enter into this

Agreement and approved the execution, delivery and performance of this Agreement in accordance with its terms, and in the case of the board of directors of Merger Sub, recommended that Parent, in its capacity as the sole stockholder of Merger Sub, adopt this Agreement;

WHEREAS, Parent, in its capacity as the sole stockholder of Merger Sub, has executed and delivered a written consent adopting this Agreement, such consent by its terms to become effective immediately following the execution and delivery of this Agreement;

WHEREAS, concurrently with the execution of this Agreement, and as a condition and inducement to the Company’s willingness to enter into this Agreement, each of Brookfield Asset Management, Inc., a corporation organized under the laws of Ontario, and Brookfield Capital Partners VI L.P., a Cayman Islands exempted limited partnership (each, a “ Guarantor ” and together the “ Guarantors ”) is entering into the Guarantee with respect to certain of the obligations of Parent and Merger Sub under this Agreement; and

WHEREAS, the Company, Parent and Merger Sub desire to make certain representations, warranties, covenants and agreements in connection with the Offer and the Merger and to prescribe certain conditions to the Offer and the Merger.

NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and agreements contained in this Agreement, and intending to be legally bound hereby, Parent, Merger Sub and the Company hereby agree as follows :

ARTICLE I

THE OFFER AND THE MERGER

Section 1.1 The Offer .

(a) Upon the terms and subject to the conditions of this Agreement (including Article VII ), as promptly as reasonably practicable following the date of this Agreement, but in any event no later than the tenth (10th) Business Day after the date of this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, commence, within the meaning of Rule 14d-2 under the Exchange Act, the Offer at the Offer Price. The obligations of Merger Sub to, and of Parent to cause Merger Sub to, accept for payment, and pay for, any shares of Common Stock validly tendered and not properly withdrawn pursuant to the Offer shall be subject only to the satisfaction or waiver (to the extent permitted under this Agreement and applicable Law) of the conditions set forth in Annex I (as they may be amended from time to time in accordance with this Agreement, the “ Offer Conditions ”).

(b) The Offer shall be made by means of an offer to purchase (the “ Offer to Purchase ”) that describes the terms of the Offer as set forth in this Agreement, including the Offer Conditions. To the extent permitted by applicable Law, Parent and Merger Sub expressly reserve the right, at any time, to waive, in whole or in part, any Offer Condition (other than the Minimum Condition and the Termination Condition (as defined in Annex I )), to increase the Offer Price or to modify the terms of the Offer, in each case only in a manner not inconsistent with the terms of this Agreement; provided , however , that, without the prior written

consent of the Company, neither Parent nor Merger Sub shall (i) reduce the number of shares of Common Stock subject to the Offer, (ii) reduce the Offer Price or change the form of consideration payable pursuant to the Offer, (iii) change, amend, modify or waive the Minimum Condition, (iv) add to the Offer Conditions or impose any other conditions or requirements on the Offer, (v) change, amend, modify or supplement any existing Offer Condition in a manner that is adverse in any respect to the holders of Common Stock or that would, individually or in the aggregate, reasonably be expected to prevent or delay the consummation of the Offer or the Merger (except to effect an extension to the Offer to the extent expressly permitted by this Section 1.1 or to validly terminate this Agreement in accordance with Article VII ) or impair the ability of Parent or Merger Sub to consummate the Offer, (vi) except as otherwise required or expressly permitted by Section 1.1(d) , extend or otherwise change, amend or modify the Expiration Time, (vii) provide for any “subsequent offering period” within the meaning of Rule 14d-11 under the Exchange Act, (viii) terminate the Offer or (ix) otherwise change, amend, modify or supplement the Offer in any manner adverse to the holders of Common Stock or in any manner that delays, interferes with, hinders or impairs the consummation of the Offer. Subject to Section 1.1(h) , the Offer may not be terminated or withdrawn prior to its scheduled Expiration Time (as extended and re-extended in accordance with Section 1.1(d) ), unless this Agreement is terminated in accordance with Article VII .

(c) The initial expiration date of the Offer shall be at the time that is one (1) minute following 11:59 p.m., New York City time, on the date that is twenty (20) Business Days (calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) after the date the Offer is first commenced (such initial expiration date and time of the Offer, the “ Initial Expiration Time ”) and, if the Offer has been extended pursuant to and in accordance with Section 1.1(d) , the Offer shall expire at the date and time to which the Offer has been so extended (the Initial Expiration Time, or such later expiration date and time to which the Offer has been so extended in accordance with this Agreement, the “ Expiration Time ”).

(d) Notwithstanding anything to the contrary set forth in this Agreement, unless this Agreement shall have been terminated in accordance with Article VII , Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer from time to time as follows:

(i) for the minimum period as required by any applicable Law or any rule, regulation, interpretation or position of the SEC, the staff thereof or the Applicable Exchange or the staff thereof, applicable to the Offer, the Schedule 14D-9 or the Offer Documents; provided , however , that Merger Sub shall not be required to extend the Offer to a date later than the Termination Date;

(ii) if, at the then-scheduled Expiration Time, the Company has delivered written notice to Parent in accordance with Section 5.3(e) or Section 5.3(f) that the Company intends to effect an Adverse Recommendation Change and/or terminate this Agreement due to its receipt of a Superior Proposal or the occurrence of an Intervening Event, the Expiration Time shall be extended on one or more occasions so that the Expiration Time does not occur earlier than the close of business on the second (2nd) Business Day after the applicable

notice period in Section 5.3(e) or Section 5.3(f) has expired; provided , however , that Merger Sub shall not be required to extend the Offer to a date later than the Termination Date;

(iii) if, at the then-scheduled Expiration Time, the Company brings or shall have brought any Legal Action in accordance with Section 8.15 to enforce specifically the performance of the terms and provisions of this Agreement by Parent or Merger Sub, the Expiration Time shall be extended (A) for the period during which such action is pending or (B) by such other time period established by the Governmental Authority presiding over such action, as the case may be; provided , however , that Merger Sub shall not be required to extend the Offer to a date later than the Termination Date; or

(iv) if, at the then-scheduled Expiration Time, any of the Offer Conditions (other than those conditions that by their terms are to be satisfied at the Offer Closing) has not either been (A) satisfied or (B) waived by Parent and Merger Sub (to the extent such waiver is permitted under this Agreement and applicable Law), then Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer on one (1) or more occasions in consecutive periods of five (5) Business Days each (with each such period to end at 5:00 p.m., New York City time, on the last Business Day of such period) (or such other duration as may be agreed to by Parent and the Company) in order to permit the satisfaction of such Offer Condition or Conditions; provided , that if at the otherwise scheduled Expiration Time, all of the Offer Conditions (other than the Minimum Condition and the other Offer Conditions that by their terms are to be satisfied at the Offer Closing) shall have been satisfied or waived, Merger Sub may, and Merger Sub shall upon receipt of the Company’s written request, extend the Offer for up to four (4) occasions, in the aggregate, in consecutive periods of five (5) Business Days each (or for such longer period as may be agreed in writing by Parent and the Company); provided , further , that if at the otherwise scheduled Expiration Time, all of the Offer Conditions (other than the Inside Date Condition and the other Offer Conditions that by their terms are to be satisfied at the Offer Closing) shall have been satisfied or waived, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer until 5:00 p.m., New York City time, on the first Business Day after the Inside Date; provided , further , that Merger Sub shall not be required to extend the Offer to a date later than the Termination Date.

(e) Merger Sub shall not, and Parent shall not permit Merger Sub to, extend the Offer (i) in any manner except (A) as expressly required or permitted pursuant to Section 1.1(d) or (B) with the prior written consent of the Company or (ii) in any event beyond the Termination Date.

(f) On the terms and subject to the conditions of this Agreement, including satisfaction or waiver of all of the Offer Conditions (other than those conditions that by their terms are to be satisfied at the Offer Closing), (i) prior to 9:00 a.m., New York City time, on the Business Day in accordance with the terms of this Agreement (determined using Rule 14d-1(g)(3) under the Exchange Act) immediately following the Expiration Time, Merger Sub shall, and Parent shall cause Merger Sub to, consummate the Offer and irrevocably accept for payment (the time of acceptance for payment, the “ Offer Acceptance Time ”) all shares of Common Stock validly tendered and not properly withdrawn pursuant to the Offer and (ii) at or as promptly as practicable following the Offer Acceptance Time (but in any event within three

(3) Business Days (calculated as set forth in Rule 14d-1(g)(3) under the Exchange Act) thereafter) Merger Sub shall, and Parent shall cause Merger Sub to, pay for all shares of Common Stock validly tendered and not properly withdrawn pursuant to the Offer. Parent shall provide (or cause to be provided) to Merger Sub, on a timely basis, all of the funds that are necessary to purchase any shares of Common Stock that Merger Sub becomes obligated to purchase pursuant to the Offer, and shall cause Merger Sub to fulfill, on a timely basis, all of Merger Sub’s obligations under this Agreement.

(g) The Offer Price payable in respect of each share of Common Stock shall be paid in cash, without interest, to each holder of each share of Common Stock on the terms and subject to the conditions of this Agreement.

(h) Unless this Agreement is terminated in accordance with Article VII , neither Parent nor Merger Sub shall terminate or withdraw the Offer prior to any scheduled Expiration Time without the prior written consent of the Company. In the event this Agreement is terminated in accordance with Article VII , Merger Sub shall promptly (and in any event within one (1) Business Day) following such termination irrevocably and unconditionally terminate the Offer and shall not acquire any shares of Common Stock pursuant thereto. If the Offer or this Agreement is terminated in accordance with this Agreement, Merger Sub shall promptly return, or cause any depository acting on behalf of Merger Sub to promptly return, all tendered shares of Common Stock to the registered holders thereof in accordance with applicable Law.

(i) Subject to the obligations of the Company and its Subsidiaries pursuant to Section 5.1 , the Offer Price shall be adjusted appropriately and proportionately to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or other distribution of securities convertible into Common Stock), reorganization, recapitalization, reclassification, combination, exchange of shares or other similar change with respect to the Common Stock occurring on or after the date of this Agreement and at or prior to the Offer Acceptance Time, and such adjustment to the Offer Price shall provide to the holders of shares of Common Stock the same economic effect as contemplated by this Agreement prior to such action.

(j) On the date of commencement of the Offer, Parent and Merger Sub shall (i) file with the Securities and Exchange Commission (the “ SEC ”) a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto and including exhibits thereto, the “ Schedule TO ”), which shall contain the Offer to Purchase and a related letter of transmittal, a summary advertisement and other appropriate ancillary offer documents (such Schedule TO and the documents included therein pursuant to which the Offer will be made, together with any exhibits, supplements or amendments thereto, the “ Offer Documents ”) and (ii) disseminate the Offer Documents to the holders of the Common Stock, in each case, as and to the extent required by applicable Law. The Company shall promptly furnish or otherwise make available to Parent or Parent’s legal counsel upon request all information concerning the Company and its Subsidiaries required by the Exchange Act to be set forth in the Offer Documents. Each of Parent, Merger Sub and the Company shall promptly correct any information supplied by it for inclusion or incorporation by

reference in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and each of Parent and Merger Sub shall take all steps necessary and use all reasonable efforts to promptly amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented to be filed with the SEC and disseminated to the holders of the Common Stock, in each case, as and to the extent required by applicable Law. The Company and its counsel shall be given a reasonable opportunity to review and comment on the Schedule TO and the Offer Documents each time before any such document is filed with the SEC, and Parent and Merger Sub shall give reasonable and good faith consideration to any comments proposed by the Company and its counsel. Parent and Merger Sub shall provide the Company and its counsel with (A) copies of any written comments or other communications (and shall inform the Company and its counsel of any oral comments or other communications) that Parent or Merger Sub or their counsel may receive from time to time from the SEC or its staff or other Governmental Authorities with respect to the Schedule TO or the Offer Documents promptly after receipt of those comments or other communications (whether written or oral) and (B) a reasonable opportunity to review and comment on the proposed response of Parent and Merger Sub to any such comments and to provide comments on that proposed response (which Parent and Merger Sub shall give reasonable and good faith consideration thereto), including by participating with Parent, Merger Sub or their counsel in any discussions or meetings with the SEC or other Governmental Authorities to the extent such participation is not prohibited by the SEC or other Governmental Authorities. In the event that Parent or Merger Sub receives any comments from the SEC or its staff with respect to the Offer Documents, each shall use its reasonable best efforts to respond as promptly as practicable to such comments.

(k) Parent shall use its reasonable best efforts to keep the Company reasonably informed on a reasonably current basis of the status of the Offer, including with respect to the number of shares of Common Stock that have been validly tendered and not validly withdrawn in accordance with the terms of the Offer, and with respect to any material developments with respect thereto and, upon the Company’s written request, use its reasonable best efforts to provide the Company as soon as practicable with the most recent report then available detailing the number of shares of Common Stock that have been validly tendered and not validly withdrawn in accordance with the terms of the Offer.

Section 1.2 Company Actions .

(a) On the date the Offer is commenced and the Offer Documents are filed with the SEC, the Company shall, (i) file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all amendments and supplements thereto and including exhibits thereto, the “ Schedule 14D-9 ”) including, subject to Section 5.3 , a description of the Company Board Recommendation, (ii) disseminate the Schedule 14D-9 to the holders of the Common Stock, in each case, as and to the extent required by applicable Law and (iii) set the Stockholder List Date as the record date for the purpose of receiving the notice of appraisal rights required to be delivered by the Company under Section 262 of the DGCL. The Schedule 14D-9 shall also contain the notice of appraisal rights required to be delivered by the Company under Section 262 of the DGCL at the time the Company first files the Schedule 14D-9 with the SEC. Each of Parent and Merger Sub shall promptly furnish

or otherwise make available to the Company or the Company’s legal counsel upon request all information concerning Parent, Merger Sub and the Guarantor required by the Exchange Act to be set forth in the Schedule 14D-9. Each of the Company, Parent and Merger Sub shall promptly correct any information supplied by it for inclusion or incorporation by reference in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall take all steps necessary and use all reasonable efforts to promptly amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed with the SEC and disseminated to the holders of the Common Stock, in each case, as soon as and to the extent required by applicable Law. Parent, Merger Sub and their counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 each time before it is filed with the SEC, and the Company shall give reasonable and good faith consideration to any comments proposed by Parent, Merger Sub and their counsel. The Company shall provide Parent, Merger Sub and their counsel with (i) copies of any written comments or other communications (and shall inform Parent, Merger Sub and its counsel of any oral comments or other communications) that the Company or its counsel may receive from time to time from the SEC or its staff or other Governmental Authorities with respect to the Schedule 14D-9 promptly after receipt of those comments or other communications (whether written or oral) and (ii) unless the Company has received after the date of this Agreement and prior to the date of mailing a Takeover Proposal that constitutes or could reasonably be expected to result in a Superior Proposal (as contemplated in Section 5.3(b) ) or the Company Board has made an Adverse Recommendation Change (in which case the remainder of this clause (ii) shall not apply to the extent relating to such Takeover Proposal or Adverse Recommendation Change), a reasonable opportunity to review and comment on the Company’s proposed response to any such comments and to provide comments on that proposed response (which the Company shall give reasonable and good faith consideration thereto), including by participating with the Company or its counsel in any discussions or meetings with the SEC or other Governmental Authorities to the extent such participation is not prohibited by the SEC or other Governmental Authorities. The Company hereby consents to the inclusion in the Offer Documents of the Company Board Recommendation contained in the Schedule 14D-9 unless, prior to the filing of the Offer Documents, the Company Board shall have made an Adverse Recommendation Change. In the event that the Company receives any comments from the SEC or its staff with respect to the Schedule 14D-9, it shall use its reasonable best efforts to respond as promptly as practicable to such comments.

(b) In connection with the Offer, the Company shall cause its transfer agent to promptly furnish Parent or Merger Sub with mailing labels containing the names and addresses of the record holders of Common Stock as of the latest practicable date and shall promptly furnish, or cause to be furnished, mailing labels containing such information of those Persons becoming record holders subsequent to such date, together with copies of all lists of stockholders, security position listings and computer files and all other information in the Company’s possession or control regarding the beneficial owners of Common Stock, in each case as of the latest date practicable, and shall furnish to Parent and Merger Sub or their respective Representatives such information (including periodically updated lists of stockholders, security position listings and computer files) as they may reasonably request in connection with the Offer (the date of the list used to determine the Persons to whom the Offer Documents and the Schedule 14D-9 are first disseminated, the “ Stockholder List Date ”). Except for such steps

as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger Transactions, Parent, Merger Sub and their respective Affiliates and Representatives shall use the information contained in any such labels, listings and files only in connection with the Merger Transactions, shall treat such information and materials in accordance with the terms and conditions of the Confidentiality Agreement, and, if this Agreement shall be terminated in accordance with Article VII , will use their reasonable best efforts to deliver to the Company or destroy all copies of such information then in their possession or under their control promptly upon the request of the Company. Unless the Company has received after the date of this Agreement and prior to the date of mailing a Takeover Proposal that constitutes or could reasonably be expected to result in a Superior Proposal (as contemplated in Section 5.3(b) ) or the Company Board has made an Adverse Recommendation Change, the Company and Parent shall use reasonable efforts to coordinate the mailing of the Offer Documents and the Schedule 14D-9 so they can be included together in a joint mailing to the holders of Common Stock.

Section 1.3 The Merger . Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL (including Section 251(h) thereof), at the Effective Time, (a) Merger Sub shall be merged with and into the Company, (b) the separate corporate existence of Merger Sub shall cease and the Company shall continue its corporate existence under the DGCL as the surviving corporation in the Merger (the “ Surviving Corporation ”) and (c) the Surviving Corporation shall become a wholly owned Subsidiary of Parent.

Section 1.4 Closing . Subject to the satisfaction or waiver (to the extent permitted hereunder and by applicable Law) of all of the conditions to closing contained in Article VI (other than those conditions that by their terms are to be satisfied at the Closing, but subject to such conditions being able to be satisfied), the closing of the Merger (the “ Closing ”) shall take place as soon as practicable following the consummation (as defined in Section 251(h) of the DGCL) of the Offer (the “ Offer Closing ”), but in any event no later than the date of, and immediately following, the Offer Acceptance Time, at the offices of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, 1285 Avenue of the Americas, New York, New York or remotely by exchange of documents and signatures (or their electronic counterparts), or at such other place and time as Parent and the Company may agree in writing. The date on which the Closing occurs is referred to as the “ Closing Date ”.

Section 1.5 Effective Time . Subject to the provisions of this Agreement, at the Closing, Parent and the Company shall prepare and, on the Closing Date, the Company shall cause a certificate of merger (the “ Certificate of Merger ”) to be executed, signed, acknowledged and filed with the Secretary of State of the State of Delaware in such form as is required by the relevant provisions of the DGCL, and Parent, Merger Sub and the Company shall make all other deliveries, filings or recordings required by the DGCL in connection with the Merger. The Merger shall become effective when the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such other subsequent date or time as Parent and the Company may agree and specify in the Certificate of Merger in accordance with the DGCL (the “ Effective Time ”).

Section 1.6 Merger Without Meeting of Stockholders . The Merger shall be governed by and effected under Section 251(h) of the DGCL, without a vote of the stockholders of the Company. The parties agree to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable following the consummation (within the meaning of Section 251(h) of the DGCL) of the Offer, without a vote of the stockholders of the Company in accordance with Section 251(h) of the DGCL.

Section 1.7 Effects of the Merger . The Merger shall have the effects set forth in Section 259 of the DGCL, this Agreement and the Certificate of Merger.

Section 1.8 Certificate of Incorporation . At the Effective Time and without any further action on the part of the Company and Merger Sub, the certificate of incorporation of the Company as in effect immediately prior to the Effective Time shall be amended and restated in its entirety as of the Effective Time to be in the form of Annex II and, as so amended and restated, will be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance its terms and applicable Law (but subject to Section 5.5 ).

Section 1.9 Bylaws . The parties shall take all necessary action such that the bylaws of the Company, as in effect immediately prior to the Effective Time, shall be amended and restated as of the Effective Time to be in the form of the bylaws of Merger Sub as in effect immediately prior to the Effective Time (except that references to Merger Sub’s name shall be replaced by references to “ CDK Global, Inc. ”) and, as so amended and restated, will be the bylaws of the Surviving Corporation until thereafter amended in accordance with its terms, the certificate of incorporation of the Surviving Corporation and applicable Law (but subject to Section 5.5 ).

Section 1.10 Directors . The parties shall take all requisite action so that the directors of Merger Sub immediately before the Effective Time shall be, from and after the Effective Time, the directors of the Surviving Corporation until their successors are duly elected and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation and applicable Law.

Section 1.11 Officers . The officers of the Company immediately before the Effective Time shall be, from and after the Effective Time, the officers of the Surviving Corporation until their successors are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation and applicable Law.

ARTICLE II

EFFECT OF MERGER ON CAPITAL STOCK

Section 2.1 Conversion of Capital Stock . At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holder of any shares of Common Stock or any shares of capital stock of Merger Sub:

(a) Conversion of Merger Sub Capital Stock . Each share of capital stock of Merger Sub issued and outstanding immediately before the Effective Time shall be converted into and become one (1) fully paid and non-assessable share of common stock of the Surviving Corporation and shall constitute the only outstanding shares of the Surviving Corporation.

(b) Cancellation of Certain Shares . Each share of Common Stock that (i) is owned by the Company immediately prior to the Effective Time (including as treasury stock), (ii) is owned by any of the direct or indirect wholly-owned Subsidiaries of the Company immediately prior to the Effective Time, (iii) is owned by Parent or Merger Sub or any other direct or indirect wholly-owned Subsidiary of Parent, in each case, both at the commencement of the Offer and immediately before the Effective Time or (iv) was irrevocably accepted for purchase in the Offer (collectively, the “ Excluded Shares ”), shall no longer be outstanding and shall be canceled automatically, be extinguished and shall cease to exist, and no consideration shall be paid for those Excluded Shares (other than, for the avoidance of doubt and without duplication, any consideration that remains payable pursuant to the Offer with respect to any shares of Common Stock accepted for purchase in the Offer).

(i) Each share of Common Stock issued and outstanding immediately before the Effective Time (other than Excluded Shares and Dissenting Shares, and other than Company Restricted Shares, which shall be governed by Section 2.3(b) below) shall be converted automatically into and shall thereafter represent only the right to receive an amount in cash equal to the Offer Price (the “ Merger Consideration ”) payable to the holders thereof, without interest, in accordance with Section 2.2 , except as otherwise provided herein or by applicable Law.

(ii) As of the Effective Time, all shares of Common Stock that have been converted pursuant to Section 2.1(c)(i) shall no longer be outstanding and shall be canceled automatically and shall be extinguished and cease to exist, and the holders of (A) certificates which immediately before the Effective Time represented such shares (the “ Certificates ”) or (B) shares represented by book-entry immediately before the Effective Time (the “ Book-Entry Shares ”) shall cease to have any rights with respect to those shares, other than the right to receive the Merger Consideration in accordance with Section 2.2 .

(d) Equitable Adjustment . If, at any time during the period between the date of this Agreement and the Effective Time, any change in the number of outstanding shares of Common Stock shall occur as a result of any stock split, reverse stock split, stock dividend (including any dividend or other distribution of securities convertible into Common Stock), reorganization, recapitalization, reclassification, combination, exchange of shares or other similar change with respect to the Common Stock, then the Merger Consideration and any other amount based on the number of shares of Common Stock shall be equitably adjusted, without duplication of any adjustment made pursuant to Section 1.1(i) , to reflect such change.

Section 2.2 Surrender of Certificates and Book-Entry Shares .

(a) Paying Agent . Prior to the expiration of the Offer, Parent shall (i) appoint a bank or trust company, reasonably acceptable to the Company, to act as agent (the “ Paying Agent ”) for the purpose of effecting payments to the holders of shares of Common Stock entitled to receive the Merger Consideration pursuant to Section 2.1(c)(i) , and (ii) enter into a paying agent agreement, in customary form and substance reasonably acceptable to the Company, with such Paying Agent for the receipt and payment of such aggregate Merger Consideration in accordance with this Agreement. Parent shall be responsible for all Expenses of the Paying Agent.

(b) Payment Fund . Immediately prior to or at the Effective Time, Parent shall deposit, or cause to be deposited, with the Paying Agent, for the benefit of the holders of shares of Common Stock issued and outstanding immediately prior to the Effective Time (other than any Excluded Shares and any Company Restricted Shares) cash in an amount sufficient to pay the aggregate Merger Consideration required to be paid pursuant to Section 2.1(c)(i) (such cash deposited pursuant to this sentence being hereinafter referred to as the “ Payment Fund ”). The Payment Fund shall not be used for any other purpose.

(i) Letter of Transmittal . As promptly as practicable following the Effective Time, but no later than three (3) Business Days following the Effective Time, Parent shall cause the Paying Agent to mail to each holder of record of a Certificate representing one or more shares of Common Stock converted pursuant to Section 2.1(c)(i) (A) a letter of transmittal in customary form, specifying that delivery shall be effected, and risk of loss and title to such holder’s shares shall pass, only upon proper delivery of Certificates to the Paying Agent and (B) instructions for surrendering such Certificates in exchange for the Merger Consideration.

(ii) Surrender of Shares . Upon surrender of a Certificate for cancellation to the Paying Agent, together with a duly executed letter of transmittal and any other documents reasonably required by the Paying Agent, the holder of such Certificate shall be entitled to receive, and the Paying Agent shall promptly pay in exchange therefor, the Merger Consideration payable in respect of the number of shares formerly evidenced by that Certificate less any required withholding of Taxes. Any Certificates so surrendered shall be canceled immediately. No interest shall accrue or be paid on any amount payable upon surrender of Certificates.

(iii) Unregistered Transferees . If any Merger Consideration is to be paid and issued to a Person other than the Person in whose name the surrendered Certificate is registered, then the Merger Consideration may be paid or issued to such a transferee so long as (A) the surrendered Certificate shall be properly endorsed and presented to the Paying Agent or shall otherwise be in proper form for transfer and is accompanied by all documents reasonably required by the Paying Agent to evidence and effect such transfer and (B) the Person requesting such payment or issuance (x) pays any applicable transfer Taxes or (y) establishes to the reasonable satisfaction of Parent and the Paying Agent that all such transfer Taxes have already been paid or are not applicable.

(d) Treatment of Book-Entry Shares . No holder of record of Book-Entry Shares shall be required to deliver a Certificate or an executed letter of transmittal to the Paying Agent to receive the Merger Consideration in respect of such Book-Entry Shares. In lieu thereof, such holder of record shall be entitled to receive, and the Surviving Corporation or Parent shall cause the Paying Agent to pay and deliver as promptly as reasonably practicable after the Effective Time (but in no event later than three (3) Business Days after the Effective Time to each such holder of record as of the Effective Time), an amount of U.S. dollars equal to the aggregate amount of Merger Consideration, without interest and less any applicable Tax withholding, to which such holder is entitled hereunder, and such Book-Entry Shares shall forthwith be canceled. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered.

(e) Lost, Stolen or Destroyed Certificates . Notwithstanding the requirements to surrender a Certificate contained in Section 2.2(c) , if any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by the Surviving Corporation, the execution and delivery by such Person of a customary indemnity agreement to provide indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall pay the Merger Consideration to such Person in respect of the shares of Common Stock represented by such Certificate.

(f) No Further Transfers . At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers on the stock transfer books of the Company of the shares of Common Stock that were outstanding immediately prior to the Effective Time.

(g) Required Withholding . Parent, Merger Sub, the Surviving Corporation, any of their applicable Subsidiaries, any depository agent used by Parent or Merger Sub in connection with the Offer and the Paying Agent shall be entitled to deduct and withhold from the Merger Consideration and any amounts otherwise payable under this Agreement (including any amounts payable under Section 2.3 with respect to the cancellation of Company Equity Awards) such amounts as are required to be deducted or withheld therefrom under the Code, or any applicable state, local or foreign Tax Law. To the extent that any amounts are so deducted and withheld and paid to the appropriate Governmental Authorities, those amounts shall be treated as having been paid to the Person in respect of whom such deduction or withholding was made for all purposes under this Agreement. Each of Parent, the Company and their respective Affiliates shall promptly notify the other parties if it becomes aware of any such withholding obligation (other than in connection with any (i) compensatory payments, (ii) backup withholding or (iii) withholding under Section 1445 of the Code), and each of the applicable parties shall use commercially reasonable efforts to cooperate to obtain any available reduction of or relief from such deduction or withholding.

(h) No Liability . None of Parent, the Surviving Corporation or the Paying Agent shall be liable to any Person in respect of cash from the Payment Fund properly paid to a public official pursuant to any applicable abandoned property, escheat or similar Law. If any Certificate has not been surrendered prior to the date on which the Merger Consideration

in respect of such Certificate would otherwise escheat to or become the property of any Governmental Authority, any such Merger Consideration in respect of such Certificate shall, to the extent permitted by applicable Law, immediately prior to such date become the property of the Surviving Corporation or its designated affiliate, free and clear of any claims or interest of any such holders or their successors, assigns or personal representative previously entitled thereto, subject to the claims of any former holder of shares of Common Stock entitled to payment of Merger Consideration who has not theretofore complied with this Article II .

(i) Investment of Payment Fund . The Paying Agent, as applicable, shall invest the Payment Fund as directed by Parent; provided that such investments shall be in obligations of or guaranteed by the United States of America in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion, or in money market funds having a rating in the highest investment category granted by a recognized credit rating agency at the time of acquisition or a combination of the foregoing and, in any such case, no such instrument shall have a maturity exceeding three (3) months. Any such investment shall be for the benefit, and at the risk, of Parent, and any interest or other income resulting from such investment shall be for the benefit of Parent; provided that no such investment or losses thereon shall affect amounts payable to the holders of Common Stock pursuant to this Agreement (including in the Offer or the Merger). To the extent there are losses or the Payment Fund for any reason (including Dissenting Shares losing their status as such) is less than the level required to pay the aggregate Merger Consideration payable pursuant to this Agreement, Parent shall promptly provide, or shall cause the Surviving Corporation to promptly provide, additional funds, in cash, to the Payment Fund for the benefit of such holders of Common Stock in the amount of any such losses or other amounts necessary to satisfy the obligations of Parent and the Surviving Corporation to make prompt payments of the Merger Consideration.

(j) Termination of Payment Fund . Any portion of the Payment Fund (and any interest thereon) that remains unclaimed by the holders of Certificates or Book-Entry Shares one (1) year after the Effective Time shall be delivered by the Paying Agent to Parent upon demand. Thereafter, any holder of Certificates or Book-Entry Shares who has not complied with this Article II shall look only to Parent, which shall remain responsible for payment of the applicable Merger Consideration.

Section 2.3 Company Equity Awards .

(a) As of the Effective Time, each Company Option that is outstanding immediately before the Effective Time, whether or not then exercisable or vested, by virtue of the Merger and without any action by Parent, Merger Sub, the Company or the holder of that Company Option, shall be canceled, extinguished and converted into the right to receive from Parent or the Surviving Corporation promptly following the Effective Time an amount in cash, without interest, equal to the Option Consideration multiplied by the aggregate number of shares of Common Stock subject to such Company Option immediately before the Effective Time ; provided that any such Company Option with a per-share exercise price that is equal to or greater than the Merger Consideration shall be canceled for no consideration . “ Option

Consideration ” means the excess, if any, of the Merger Consideration over the per-share exercise price of the applicable Company Option.

(b) As of the Effective Time, each Company Restricted Share that is outstanding immediately before the Effective Time, by virtue of the Merger and without any action by Parent, Merger Sub, the Company or the holder of that Company Restricted Share, shall be vested and all restrictions thereon shall lapse in full as of immediately before the Effective Time, and each such Company Restricted Share shall be canceled and converted into the right to receive from Parent or the Surviving Corporation an amount in cash, without interest, equal in value to the Merger Consideration.

(c) As of the Effective Time, each Company RSU that is outstanding immediately before the Effective Time, by virtue of the Merger and without any action by Parent, Merger Sub, the Company or the holder of that Company RSU, shall be vested and all restrictions thereon shall lapse in full as of immediately before the Effective Time, and each such Company RSU shall be canceled and converted into the right to receive from Parent or the Surviving Corporation an amount in cash, without interest, equal in value to the Merger Consideration multiplied by the aggregate number of shares of Common Stock subject to such Company RSU immediately before the Effective Time.

(d) As of the Effective Time, each Company PSU that is outstanding immediately before the Effective Time, by virtue of the Merger and without any action by Parent, Merger Sub, the Company or the holder of that Company PSU, shall be vested and all restrictions thereon shall lapse for such Company PSU as of immediately before the Effective Time, and each such Company PSU shall be canceled and converted into the right to receive from Parent or the Surviving Corporation an amount in cash, without interest, equal in value to the Merger Consideration multiplied by the aggregate number of shares of Common Stock subject to such Company PSU immediately before the Effective Time (assuming that all applicable performance metrics for performance periods that have not been completed as of immediately before the Effective Time had been achieved (on a cumulative basis and not on an individual performance year basis) at the greater of target level and actual performance measured through the Effective Time, with actual performance determined by the Company Board (or a committee thereof) in good faith and after reasonable consultation with Parent and with the financial performance metrics in respect of any fiscal year commencing after the 2022 fiscal year being deemed achieved at the target level).

(e) The payment of the amounts set forth in Section 2.3(a) , Section 2.3(b) , Section 2.3(c) and Section 2.3(d) in respect of the Company Equity Awards shall be reduced by all income, payroll and employment Tax and other withholdings required under the Code or any applicable state, local or foreign Tax Law. To the extent that any amounts are so withheld and paid to the appropriate Governmental Authorities, those amounts shall be treated as having been paid to the holder of that Company Equity Award for all purposes under this Agreement. The Company shall use its reasonable best efforts so that the Company Equity Awards shall be canceled and the Company Equity Plan shall terminate at the Effective Time.

(f) Parent shall cause the Surviving Corporation to, at all times from and after the Effective Time, maintain sufficient liquid funds to satisfy their obligations to holders of Company Equity Awards pursuant to this Section 2.3 .

(g) As promptly as practicable following the Effective Time and in any event not later than the third (3rd) Business Day thereafter, Parent shall cause the Surviving Corporation to pay through its payroll system (i) to each applicable holder of a Company Option, in such amount due and payable to such holder pursuant to Section 2.3(a) in respect of such Company Option, (ii) to each applicable holder of a Company Restricted Share, in such amount due and payable to such holder pursuant to Section 2.3(b) in respect of such Company Restricted Share, (iii) to each applicable holder of a Company RSU, in such amount due and payable to such holder pursuant to Section 2.3(c) in respect of such Company RSU and (iv) to each applicable holder of a Company PSU, in such amount due and payable to such holder pursuant to Section 2.3(d) in respect of such Company PSU. Notwithstanding the foregoing, if any such payment cannot be made through such payroll system, then the Surviving Corporation will issue a check for such payment promptly following the Effective Time and in any event no later than the third (3rd) Business Day thereafter (including all accrued dividends and other distributions (including dividend equivalents) in respect of all Company Equity Awards with a record date prior to the Effective Time that have been authorized by the Company as permitted by this Agreement and that remain unpaid at the Effective Time).

(h) Notwithstanding anything herein to the contrary, to the extent a payment pursuant in this Section 2.3 would trigger a Tax or penalty under Section 409A of the Code, such payment shall be made on the earliest date that payment would not trigger such Tax or penalty.

Section 2.4 Dissenting Shares .

(a) Notwithstanding anything herein to the contrary (but subject to the other provisions of this Section 2.4 ), any shares of Common Stock that are issued and outstanding immediately prior to the Effective Time and held by a holder who is entitled to demand and properly demands the appraisal of such shares in accordance with, and complies in all respects with, Section 262 of the DGCL (collectively, the “ Dissenting Shares ”), shall not be converted into the right to receive the Merger Consideration in accordance with Section 2.1(c) , but instead shall entitle the respective holders thereof only to such rights as are granted to them pursuant to Section 262 of the DGCL.

(b) Notwithstanding the provisions of Section 2.4(a) , if after the Effective Time any holder of Dissenting Shares effectively withdraws or loses such appraisal rights (through failure to perfect such appraisal rights or otherwise) or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL with respect to any Dissenting Shares, then such shares shall be treated as if they had never been Dissenting Shares and had been converted automatically at the Effective Time into the right to receive the Merger Consideration, without any interest thereon.

(c) The Company shall give Parent (i) prompt notice of any written demands for appraisal of any shares of Common Stock, any withdrawals or attempted

withdrawals of such demands and any other instrument served on the Company pursuant to Section 262 of the DGCL, in each case received by the Company prior to the Effective Time and (ii) the opportunity to participate in all negotiations and proceedings with respect to such demands. The Company shall not offer to make or make any voluntary payment with respect to any such demands for appraisal, or compromise or settle or offer to compromise or settle, any such demands for appraisal, or approve any withdrawal of such demands, or commit or agree to do any of the foregoing, in each case without the prior written consent of Parent.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except as (x) set forth in the confidential disclosure letter delivered by the Company to Parent and Merger Sub prior to the execution of this Agreement (the “ Company Disclosure Letter ”) (it being understood that, whether or not an explicit cross-reference appears, any information, item or matter set forth on one section or subsection of the Company Disclosure Letter shall be deemed disclosure with respect to, and shall be deemed to apply to and qualify, the section or subsection of this Agreement to which it corresponds in number, and each other section or subsection of this Agreement to the extent that it is reasonably apparent on the face of such disclosure that such disclosure is relevant to such other section or subsection) or (y) disclosed in any Company SEC Report filed with, or furnished to, the SEC by the Company on or after July 1, 2019 and publicly available prior to the date of this Agreement , other than any disclosures (other than statements of current or historical fact) in any such Company SEC Reports contained in (i) the “Risk Factors” or “Forward-Looking Statements” section thereof and (ii) any other section relating to forward-looking statements to the extent they are generally cautionary, predictive or forward-looking in nature ( provided that nothing in the Company SEC Reports shall be deemed to modify or qualify any representation or warranty set forth in Sections 3.1 , 3.2 , 3.3 , 3.4 , 3.7 , 3.8 or 3.28 ), the Company represents and warrants to Parent and Merger Sub that:

Section 3.1 Organization and Power . The Company (a) is duly organized, validly existing and in good standing under the laws of the State of Delaware , (b) has the requisite power and authority to own, lease and operate its assets and properties and to carry on its business as now conducted and (c) except as would not reasonably be expected to have a (i) Company Material Adverse Effect or (ii) Company Impairment Effect, is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions that recognize such concept) in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its assets and properties makes such qualification or licensing necessary. Except as would not reasonably be expected to have a (i) Company Material Adverse Effect or (ii) Company Impairment Effect, each of the Subsidiaries of the Company (x) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and (y) has the requisite power and authority to own, lease and operate its assets and properties and to carry on its business as now conducted. The Company’s amended and restated certificate of incorporation (the “ Company Charter ”) and amended and restated bylaws (the “ Company Bylaws ”), as currently in effect, are included in the Company SEC Reports.

Section 3.2 Foreign Qualifications . Each of the Company and its Subsidiaries is duly qualified to do business as a foreign corporation, limited liability company or other legal entity and is in good standing in each jurisdiction where such qualification is necessary, except where failure to be so qualified or in good standing would not reasonably be expected to have a Company Material Adverse Effect.

Section 3.3 Corporate Authorization . Assuming that the representations and warranties of Parent and Merger Sub set forth in Section 4.6(c) are true and correct, the Company has all necessary corporate power and authority to enter into this Agreement and, assuming the Merger is consummated in accordance with Section 251(h) of the DGCL, to perform its obligations hereunder and to consummate the Merger Transactions. The Company Board has, on terms and subject to the conditions set forth herein, (a) declared it advisable to enter into this Agreement and approved the execution, delivery and performance of this Agreement in accordance with its terms and the consummation of the Merger Transactions in accordance with the DGCL and (b) resolved to recommend that the stockholders of the Company accept the Offer and tender their shares of Common Stock in the Offer, which resolutions have not been subsequently withdrawn or modified as of the date of this Agreement (it being understood that nothing in this clause (b) shall in any way limit the Company Board’s rights under Section 5.3 ). Assuming that the representations and warranties of Parent and Merger Sub contained in Section 4.6(c) are true and correct and that the Merger Transactions are consummated in accordance with Section 251(h) of the DGCL, the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Merger Transactions have been duly and validly authorized by all necessary corporate action on the part of the Company and no other corporate or stockholder proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Merger Transactions (other than the Company Board’s delivery of its recommendation to the Company’s stockholders as contemplated under clause (b) above and as required in accordance with Section 1.2(a) , and the filing with the Secretary of State of the State of Delaware of the Certificate of Merger as required by the DGCL).

Section 3.4 Enforceability . This Agreement has been duly executed and delivered by each of the Company and, assuming due authorization, execution and delivery hereof by the other parties hereto, this Agreement constitutes a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions.

Section 3.5 Subsidiaries . Section 3.5 of the Company Disclosure Letter sets forth a true and complete list of each Subsidiary of the Company, indicating its jurisdiction of incorporation or formation. The Company is, directly or indirectly, the record and beneficial owner of all of the outstanding shares of capital stock or other equity interests of each Subsidiary of the Company, none of which is subject to any preemptive right, right of repurchase or forfeiture or any similar right. All of such shares and other equity interests so owned by the Company are owned by the Company free and clear of any Liens and transfer restrictions (other than Permitted Liens and transfer restrictions under applicable securities Laws). Except for the capital stock of, or other equity or voting interests in, its Subsidiaries, the Company does not own, directly or indirectly, any equity, membership interest, partnership interest, joint venture

interest, or other equity or voting interest in, or any interest convertible into, exercisable or exchangeable for any of the foregoing.

Section 3.6 Governmental Authorizations . Assuming that the representations and warranties of Parent and Merger Sub contained in Section 4.4 are true and correct, and assuming that the Merger Transactions are consummated in accordance with Section 251(h) of the DGCL, the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Merger Transactions do not and will not require any consent, approval or other authorization of or filing with or notification to (collectively, “ Governmental Authorizations ”) any Governmental Authority, other than:

(a) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate corresponding documents with the appropriate authorities of other states in which the Company is qualified as a foreign corporation to transact business;

(b) the filing of the Offer Documents with the SEC and any filings and reports that may be required in connection with this Agreement and the Merger Transactions either (i) with the SEC under the Securities Exchange Act of 1934 (the “ Exchange Act ”) or (ii) under state securities Laws or “blue sky” Laws;

(d) compliance with and filings under the pre-merger notification required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “ HSR Act ”); and

(e) any such other Governmental Authorizations that, if not obtained, would not reasonably be expected to have a (i) Company Material Adverse Effect or (ii) Company Impairment Effect.

Section 3.7 Non-Contravention . The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Merger Transactions do not and will not (a) contravene or conflict with, or result in any violation or breach of, any provision of the Company Charter or the Company Bylaws and (b) assuming that all Governmental Authorizations described in Section 3.6 have been obtained or made prior to the Offer Acceptance Time or the Effective Time, as applicable, (i) contravene or conflict with, or result in any violation or breach of, any Law or Order applicable to the Company or any of its Subsidiaries or by which any material assets of the Company or any of its Subsidiaries (“ Company Assets ”) are bound or (ii) result in any violation or breach of, or constitute a default (or an event which with notice or lapse of time or both would become a breach or default) under, or result in the loss of a benefit or require a consent under, or give rise to any right by any party to terminate, cancel, accelerate or adversely modify, or result in the creation of any Lien on any Company Asset pursuant to, any Material Contract to which the Company or any of its Subsidiaries is a party or by which any Company Assets are bound or Company Permit, other than in the case of clause (b) of this Section 3.7 , as would not reasonably be expected to have a (i) Company Material Adverse Effect or (ii) Company Impairment Effect.

Section 3.8 Capitalization .

(a) The Company’s authorized capital stock solely consists of (i) 650,000,000 shares of Common Stock and (ii) 50,000,000 shares of preferred stock, par value $0.01 per share (the “ Preferred Stock ”). As of the close of business on April 5, 2022 (the “ Measurement Date ”), (A) 116,699,802 shares of Common Stock were issued and outstanding (excluding Company Restricted Shares), (B) 43,647,905 shares of Common Stock were held in treasury by the Company, (C) 1,575,168 shares of Common Stock were reserved for issuance upon the exercise of Company Options, (D) no shares of Common Stock were Company Restricted Shares, (E) 2,160,645 shares of Common Stock were subject to issuance pursuant to outstanding Company RSUs, (F) 1,175,916 shares of Common Stock were subject to issuance pursuant to outstanding Company PSUs (assuming achievement of performance metrics at the maximum level) and (G) no shares of Preferred Stock were issued and outstanding. Except as set forth above, as of the close of business on the Measurement Date, there are no shares of capital stock or voting securities of, or other equity interests in, or securities convertible into, or exchangeable or exercisable for, shares of capital stock or voting securities of, or other equity interests in, the Company or subscriptions, options, calls, warrants or rights to acquire any securities of the Company, restricted stock units, stock-based performance units or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock, voting interests or other equity securities of the Company. Each outstanding Company Equity Award may, by its terms, be treated as set forth in Section 2.3 .

(b) All issued and outstanding shares of Common Stock and all shares of Common Stock that are subject to issuance, upon issuance prior to the Effective Time in accordance with the terms and subject to the conditions specified in the instruments under which they are issuable, (i) are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable and (ii) are not, or upon issuance will not be, subject to any pre-emptive rights, right of repurchase or forfeiture or any similar right.

(c) Since the Measurement Date through the date of this Agreement, the Company has not issued any shares of capital stock or voting securities of, or other equity interests in, the Company, or any securities convertible into, or exchangeable or exercisable for, shares of capital stock or voting securities of, or other equity interests in, the Company.

(d) Each outstanding share of capital stock of each Subsidiary of the Company that is a corporation is duly authorized, validly issued, fully paid and non-assessable and not subject to any pre-emptive rights.

(e) There are no outstanding contractual obligations of the Company or any of its Subsidiaries (i) to repurchase, redeem or otherwise acquire any shares of Common Stock or capital stock or other equity interests of any Subsidiary of the Company, (ii) to grant, extend or enter into any subscription, option, warrant, call, convertible securities or similar right, agreement, arrangement, understanding or commitment relating to any shares of Common Stock or capital stock or other equity interests of any Subsidiary of the Company or (iii) to make any investment (in the form of a subscription obligation, loan, capital contribution, credit enhancement, capital account funding obligation or assumption of Liability) in (A) any Subsidiary of the Company that is not wholly owned by the Company or (B) any other Person.

(f) There are no voting trusts, proxies or similar agreements, arrangements or commitments to which the Company or any of its Subsidiaries is a party with respect to the voting of any shares of capital stock or other equity interests of the Company or any of its Subsidiaries. There are no bonds, debentures or notes issued by the Company or any of its Subsidiaries that entitle the holder thereof to vote together with stockholders of the Company on any matters with respect to the Company.

Section 3.9 SEC Reports . The Company has timely filed or furnished, as applicable, with the SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) all registration statements, forms, reports, statements, certifications and other documents in each case required to be filed or furnished on or prior to the date of this Agreement by it with the SEC (collectively, the “ Company SEC Reports ”) since July 1, 2019. As of their respective effective dates (in the case of Company SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act of 1933 (the “ Securities Act ”)) and as of their respective filing dates (in the case of all other applicable Company SEC Reports), or, if amended or superseded by a subsequent filing made prior to the date of this Agreement, as of the date of the last such amendment or superseding filing prior to the date of this Agreement, each of the Company SEC Reports (a) complied in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act and the rules and regulations of the SEC promulgated thereunder applicable to those Company SEC Reports and (b) was prepared in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act and other applicable Law, each as in effect on the date so filed. As of their respective filing dates (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of such amendment or superseding filing with respect to the disclosures that are amended), none of the Company SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which such statements were made, not misleading; provided , however , in each case, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information filed or furnished by the Company with the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. No Subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file any periodic forms, reports, schedules, statements or other documents with the SEC.

Section 3.10 Financial Statements; Internal Controls .

(a) The consolidated financial statements of the Company (including any related notes thereto) included or incorporated by reference in the Company SEC Reports since July 1, 2019:

(i) as of their respective filing dates with the SEC (or, if such Company SEC Reports were amended prior to the date of this Agreement, the date of the filing of such amendment, with respect to the consolidated financial statements that are amended or

restated therein), complied as to form in all material respects with applicable accounting requirements and the rules and regulations of the SEC;

(ii) were prepared in accordance with United States generally accepted accounting principles (“ GAAP ”) applied on a consistent basis (except as may be indicated in the notes to those financial statements, as permitted by Regulation S-X or, in the case of unaudited statements, as permitted by Form 10-Q under the Exchange Act, and except that the unaudited statements may not contain certain footnotes and are subject to normal, recurring audit adjustments that are not, individually or in the aggregate, material); and

(iii) fairly presented (except as may be indicated in the notes thereto and subject in the case of unaudited statements to normal, recurring year-end audit adjustments) in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended.

(b) Since July 1, 2019 through the date of this Agreement, there has been no change in the Company’s accounting methods or principles that is material and would be required to be disclosed in the Company’s financial statements in accordance with GAAP, except as described in the notes thereto.

(c) The Company has established and maintains disclosure controls and procedures and a system of internal controls over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. As of the date of this Agreement, neither the Company nor, to the Knowledge of the Company, the Company’s independent registered public accounting firm, has identified or been made aware of “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) in the design or operation of the Company’s internal controls over financial reporting which would reasonably be expected to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial data, in each case which has not been subsequently remediated. The Company is in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules and regulations of the Applicable Exchange.

(d) The outstanding balance under the Existing Credit Agreement as of the date hereof is set forth under Section 3.10(d) of the Company Disclosure Letter.

Section 3.11 Liabilities . There are no liabilities or obligations of any kind, whether accrued, contingent, absolute, inchoate or otherwise (collectively, “ Liabilities ”), of the Company or any of its Subsidiaries which are required to be recorded or reflected on a consolidated balance sheet of the Company and its Subsidiaries in accordance with GAAP, other than:

(a) Liabilities reflected or reserved against in the consolidated balance sheet of the Company and its consolidated Subsidiaries as of December 31, 2021 or the footnotes thereto (the “ Balance Sheet ”) set forth in the Company SEC Reports;

(b) Liabilities incurred since January 1, 2022 (i) in the ordinary course of business (excluding any Liabilities arising out of any breaches of Contract or Law) or (ii) incurred as a result of, or in reaction to, COVID-19 or COVID-19 Measures that are (x) substantially consistent with actions taken by similarly situated industry participants or otherwise (y) disclosed to Parent prior to the date of this Agreement;

(d) Liabilities that have been discharged or paid prior to the date of this Agreement; and

(e) other Liabilities that would not reasonably be expected to have a Company Material Adverse Effect.

Section 3.12 Absence of Certain Changes . Except as otherwise contemplated, required or permitted by this Agreement, since January 1, 2022 through the date of this Agreement, (a) the Company and each of its Subsidiaries have conducted their business, in all material respects, in the ordinary course (except with respect to this Agreement and discussions, negotiations and transactions related thereto and excluding any deviations therefrom taken as a result of, or in reaction to, COVID-19 or COVID-19 Measures that are substantially consistent with actions taken by similarly situated industry participants or otherwise disclosed to Parent prior to the date of this Agreement), and (b) there has not been any Effect that has had a Company Material Adverse Effect .

Section 3.13 Permits; Compliance with Law .

(a) Except as would not reasonably be expected to have a Company Material Adverse Effect, (i) each of the Company and its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, easements, variances, exceptions, consents, certificates, approvals and other permits of any Governmental Authority (“ Permits ”) necessary for it to own, lease and operate its properties and assets or to carry on its business as it is now being conducted (collectively, the “ Company Permits ”), (ii) each Company Permit is in full force and effect, (iii) neither the Company nor any of its Subsidiaries is in conflict with or default or violation of any of the Company Permits. Except as would not reasonably be expected to have a Company Material Adverse Effect, (x) no suspension or cancellation of any of the Company Permits is pending or, to the Knowledge of the Company, threatened and (y) neither the Company nor any of its Subsidiaries has received any written notice from any Governmental Authority threatening to suspend, revoke, withdraw or modify in an adverse manner any of the Company Permits.

(b) The Company and each of its Subsidiaries are, and since July 1, 2019 have been, in compliance with all Laws or Orders applicable to the Company or any of its Subsidiaries , except as would not reasonably be expected to have a Company Material Adverse Effect .

Section 3.14 Litigation . There are no legal actions, arbitrations, litigations, investigations (where the Company has been notified in writing by the investigating Governmental Authority of such investigation), suits or other civil or criminal proceedings (collectively, “ Legal Actions ”) pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries that would reasonably be expected to have a Company Material Adverse Effect. There are no Orders outstanding against the Company or any of its Subsidiaries that would reasonably be expected to have a Company Material Adverse Effect.

Section 3.15 International Trade and Anti-Corruption . Except as would not have a Company Material Adverse Effect:

(a) Neither the Company nor its Subsidiaries, nor, to the Knowledge of the Company, any of their respective officers, directors, employees or agents is currently or has since July 1, 2019 been: (i) a Sanctioned Person; (ii) operating in, organized in, conducting business with, or otherwise engaging in dealings with or for the benefit of any Sanctioned Person or in or for the benefit of any Sanctioned Country in a manner that would violate applicable Sanctions and Export Control Laws; or (iii) otherwise in violation of any applicable Sanctions and Export Control Laws or U.S. antiboycott requirements (collectively, “ Trade Controls ”);

(b) Neither the Company nor its Subsidiaries, nor, to the Knowledge of the Company, any of their respective officers, directors, employees or agents, has since July 1, 2019 violated or is currently violating any Anti-Corruption Laws; and

(c) Neither the Company nor its Subsidiaries is or has been since July 1, 2019 the subject of any Legal Actions regarding any offense or alleged offense under Trade Controls or Anti-Corruption Laws, and no such investigation, inquiry or proceedings are pending and, to the Knowledge of the Company, none is threatened.

(d) The Company and its Subsidiaries have implemented and maintain in effect written policies, procedures and internal controls set forth in Section 3.15(d) of the Company Disclosure Letter, and such policies are, in the good faith opinion of the Company, reasonably designed to prevent, deter and detect violations of Anti-Corruption Laws and Trade Controls.

Section 3.16 Material Contracts .

(a) Section 3.16 of the Company Disclosure Letter sets forth a true and complete list, as of the date of this Agreement, of all of the following Contracts (x) to which the Company or any of its Subsidiaries is a party as of the date of this Agreement or (y) by which the Company, any of its Subsidiaries or any of the Company Assets are bound as of the date of this Agreement (in each case, other than any Company Benefit Plan or any Company Real Property Leases (other than the Material Company Real Property Leases)) (collectively, the “ Material Contracts ”):

(i) Contracts that are filed (or required to be filed) as an exhibit to the Company’s Annual Report on Form 10-K pursuant to Item 601(b)(10)(i) of

Regulation S-K under the Securities Act or disclosed (or required to be disclosed) by the Company in a Current Report on Form 8-K since July 1, 2021 and before the date of this Agreement;

(ii) Contracts containing a covenant limiting the freedom of the Company or any of its Subsidiaries to engage in any line of business in any geographic area or to compete with any Person, which restriction is material to the Company or any of its Subsidiaries , except for Contracts that are terminable on ninety (90) days’ or less notice without material penalty ;

(iii) Contracts containing exclusivity or “most favored nation” obligations or similar restrictions binding on the Company or any of its Subsidiaries, which provision, obligation or restriction is material to the Company or any of its Subsidiaries , except for Contracts that are terminable on ninety (90) days’ or less notice without material penalty ;

(iv) other than with respect to a partnership that is wholly owned by the Company or any of its wholly owned Subsidiaries, any Contract that is a joint venture, partnership, limited liability company or other similar Contract, in each case, that is material to the Company and its Subsidiaries, taken as a whole;

(v) Contracts under which (A) any Person (other than the Company or any of its Subsidiaries) has directly or indirectly guaranteed outstanding Liabilities of the Company or any of its Subsidiaries or (B) the Company or any Subsidiary of the Company has directly or indirectly guaranteed outstanding Liabilities of any Person (other than the Company or any Subsidiary of the Company) (in each case of clause (A) or (B), such guarantee obligation exceeds $5,000,000, other than, in each case, endorsements for the purpose of collection in the ordinary course of business);

(vi) Contracts under which the Company or the applicable Subsidiary of the Company has borrowed any money from, or issued any note, bond, debenture or other evidence of indebtedness to, any Person (other than the Company or any of its Subsidiaries), in any such case which the outstanding balance, individually, is in excess of $5,000,000;

(vii) Contracts under which the Company or the applicable Subsidiary of the Company, directly or indirectly, has agreed to make after the date of this Agreement any advance, loan, extension of credit or capital contribution to, or other investment in, any Person (other than the Company or any of its Subsidiaries and other than extensions of trade credit in the ordinary course of business), in any such case which, individually, is in excess of $5,000,000;

(viii) Contracts that require the future acquisition from another Person or future disposition to another Person of assets or capital stock or other equity interest of another Person, and other Contracts that relate to an acquisition or similar transaction which contain “earn-out” obligations with respect to the Company or any of its Subsidiaries, in any such case, after the date of this Agreement, with a value in excess of $5,000,000;

(ix) any Contract under which the Company or the applicable Subsidiary of the Company licenses or sublicenses Intellectual Property from or to any third party (other than (A) non-disclosure agreements, (B) non-exclusive licenses granted by the Company or a Subsidiary in the ordinary course of business or in connection with the provision or sale of any products or services, (C) licenses of commercially available software or other technology granted to the Company or a Subsidiary, or (D) licenses to open source, public or freeware software or other materials (collectively, “ Non-Material Licenses ”)), in each case, which Contract is material to the Company and its Subsidiaries, taken as a whole;

(x) any Contract that is with (A) each of the ten (10) largest customers of the Company and its Subsidiaries, taken as a whole, determined on the basis of actual revenue received by the Company and its Subsidiaries during the fiscal year ended June 30, 2021 and (B) each of the ten (10) largest vendors, determined on the basis of actual amounts paid by the Company and its Subsidiaries, taken as a whole, during the fiscal year ended June 30, 2021;

(xi) Contracts (other than this Agreement) providing for indemnification (including any obligations to advance funds for expenses) of the current or former directors or officers of the Company or any of its Subsidiaries; and

(xii) Contracts that by their terms are reasonably expected to result in future payments to or by the Company in excess of $10,000 ,000 per annum, except for Contracts that are terminable on ninety (90) days’ or less notice without material penalty.

(b) The Company has made available to Parent true, correct and complete copies of all Material Contracts, including any amendments thereto (except with such redactions as may be clearly marked on such copies). Each Material Contract is, subject to the Enforceability Exceptions, a valid and binding agreement of the Company or its applicable Subsidiary and, to the Knowledge of the Company, the other parties thereto, and is in full force and effect in accordance with its terms (other than to the extent that any Material Contracts have expired or been terminated in accordance with their terms after the date of this Agreement), except where failure to be valid and binding or in full force or effect would not reasonably be expected to have a Company Material Adverse Effect. Except as would not reasonably be expected to have a Company Material Adverse Effect, the Company and each of its Subsidiaries, and, to the Knowledge of the Company, each other party thereto, is in compliance with its performance obligations under each Material Contract. None of the Company, its applicable Subsidiary and, to the Knowledge of the Company, any other party thereto, is in material breach or default under any such Material Contract, and no event has occurred that with or without notice, lapse of time or both, would constitute or result in a material breach or default by the Company, its applicable Subsidiary or, to the Knowledge of the Company, any other party thereto, in each case, except as would not reasonably be expected to have a Company Material Adverse Effect.

Section 3.17 Benefit Plans .

(a) Section 3.17(a) of the Company Disclosure Letter lists all material “employee benefit plans” within the meaning of Section 3(3) of the Employee Retirement

Income Security Act of 1974 (“ ERISA ”) and all material stock purchase, stock option, severance, employment, consulting, change-of-control, bonus, incentive, deferred compensation and other material benefit plans (including the Company Equity Plan), agreements, programs, policies or commitments, whether or not subject to ERISA, (i) under which any current or former director, officer, employee or consultant of the Company or any of its Subsidiaries has any right to benefits and (ii) that are maintained, sponsored or contributed to by the Company or any of its Subsidiaries or to which the Company or any of its Subsidiaries makes or is required to make contributions with respect to such directors, officers, employees or consultants. All such plans, agreements, programs, policies and commitments, regardless of materiality, are collectively referred to as the “ Company Benefit Plans .”

(b) With respect to each material Company Benefit Plan, if applicable, the Company has made available to Parent true and complete copies of (i) the plan document, (ii) the most recent summary plan description, (iii) the most recent annual report on Form 5500 (including all schedules), (iv) the most recent annual audited financial statements and opinion and (v) if the Company Benefit Plan is intended to qualify under Section 401(a) of the Code, the most recent determination letter received from the Internal Revenue Service (the “ IRS ”).

(c) None of the Company, its Subsidiaries or their ERISA Affiliates maintain, sponsor or contribute to, and have not within the preceding six (6) years maintained, sponsored or contributed to, (i) any employee benefit plan subject to Section 412 of the Code or Title IV of ERISA or that is otherwise a defined benefit pension plan, (ii) a “multiple employer plan” (within the meaning of Sections 4063 or 4064 of ERISA or Section 413(c) of the Code), or (iii) a “voluntary employees’ beneficiary association” (within the meaning of Section 501(c)(9) of the Code) or other funded arrangement for the provision of welfare benefits.

(d) Except as would not have a Company Material Adverse Effect, each Company Benefit Plan is in compliance with ERISA, the Code and other applicable Law. With respect to each Company Benefit Plan that is intended to qualify under Section 401(a) of the Code (i) a favorable determination letter has been issued by the IRS with respect to such qualification, (ii) its related trust has been determined to be exempt from taxation under Section 501(a) of the Code and (iii) except as would not result in a Company Material Adverse Effect, no event has occurred since the date of such qualification or exemption that would adversely affect such qualification or exemption.

(e) No Company Benefit Plan provides health, medical, life insurance or death benefits to current or former employees of the Company or any of its Subsidiaries beyond their retirement or other termination of service, other than coverage mandated by COBRA or Section 4980B of the Code, or any similar state group health plan continuation Law, the cost of which is fully paid by such current or former employees or their dependents.

(f) Except as set forth in this Agreement, the execution and delivery of this Agreement and the consummation of the Transactions will not (either alone or in combination with another event that would not otherwise, by itself, trigger any of the following) (i) cause any material payment from the Company or any of its Subsidiaries to become due, or increase the amount of any compensation due, to any current or former director, officer, employee or consultant of the Company or any of its Subsidiaries, (ii) increase any material

benefits otherwise payable under any Company Benefit Plan,(iii) accelerate the time of payment or vesting or funding (through a grantor trust or otherwise) of any material compensation or benefits from the Company or any of its Subsidiaries to any current or former director, officer, employee or consultant of the Company or any of its Subsidiaries, (iv) limit or restrict the right of the Company or its Subsidiaries or, after the consummation of the Transactions, Parent or the Surviving Corporation, to merge, amend or terminate any Company Benefit Plan, or (v) result in any amount being payable (whether in cash, in property, or in the form of benefits) by the Company or any of its Subsidiaries in connection with the consummation of the Transactions (either solely as a result thereof or as a result of such transactions in conjunction with any other event) that will be an “excess parachute payment” within the meaning of Section 280G of the Code. Neither the Company nor any of its Subsidiaries has any obligation to gross up, indemnify or otherwise reimburse any individual for any Taxes, interest or penalties incurred pursuant to Section 409A or 4999 of the Code.

(g) There are no pending, or, to the Knowledge of the Company, threatened, Legal Actions against any Company Benefit Plan, other than ordinary claims for benefits by participants and beneficiaries or as would not have a Company Material Adverse Effect.

Section 3.18 Labor Relations .

(a) No employee of the Company or any of its Subsidiaries is represented by a union and, to the Knowledge of the Company, no union organizing efforts have been conducted within the last three (3) years or are now being conducted with respect to any employee of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries is a party to, or is currently negotiating in connection with entering into, any collective bargaining agreement or other labor contract. Except as would not have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries currently has, or, to the Knowledge of the Company, is now threatened by, a strike, picket, work stoppage, work slowdown or other organized labor dispute with respect to any employee of the Company or any of its Subsidiaries. Except as would not reasonably be expected to have a Company Material Adverse Effect, there are no unfair labor practice complaints pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries before the National Labor Relations Board or any other Governmental Authority.

(b) Except as would not reasonably be expected to have a Company Material Adverse Effect, (i) each of the Company and its Subsidiaries is in compliance with all applicable Laws relating to the employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity and the collection and payment of withholding or social security taxes and (ii) neither the Company nor any of its Subsidiaries has incurred any Liability under the Worker Adjustment and Retraining Notification Act or any similar state or local Law within the six (6) months prior to the date of this Agreement that remains unsatisfied.

(c) To the Knowledge of the Company, since July 1, 2019, no allegations of sexual harassment or other discrimination, retaliation or policy violation allegations have been made to the Company or any of its Subsidiaries against any individual holding the position of Vice President or a more senior position.

Section 3.19 Taxes .

(a) All Tax Returns required to be filed by or with respect to the Company or any of its Subsidiaries have been timely filed (taking into account any applicable extensions), and all such Tax Returns are true, complete and correct, except for Tax Returns as to which the failure to so file or be so true, complete and correct would not reasonably be expected to have a Company Material Adverse Effect.

(b) The Company and its Subsidiaries have fully and timely paid all Taxes shown to be due on the Tax Returns referred to in Section 3.19(a) , except for Taxes as to which the failure to pay or adequately provide for would not reasonably be expected to have a Company Material Adverse Effect.

(c) All Taxes required to be withheld by the Company or any of its Subsidiaries have been withheld and, to the extent required, have been paid over to the appropriate Governmental Authority, except as would not reasonably be expected to have a Company Material Adverse Effect.

(d) There are no outstanding agreements extending or waiving the statutory period of limitations applicable to any claim for, or the period for the collection, assessment or reassessment of, Taxes due from the Company or any of its Subsidiaries for any taxable period and no request for any such waiver or extension is currently pending, except for such agreements or requests that would not reasonably be expected to have a Company Material Adverse Effect.

(e) No audit or other proceeding by any Governmental Authority is pending or, to the Knowledge of the Company, threatened with respect to any Taxes due from or with respect to the Company or any of its Subsidiaries, except for such audits and proceedings that would not reasonably be expected to have a Company Material Adverse Effect.

(f) No claim has been made in writing by a Governmental Authority in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or such Subsidiary is or may be subject to Tax by that jurisdiction, which claim has not been resolved, except for any such claim that would not reasonably be expected to have a Company Material Adverse Effect.

(g) All deficiencies for Taxes asserted or assessed in writing against the Company or any of its Subsidiaries have been fully and timely paid, settled or properly reflected in the most recent financial statements contained in the Company SEC Reports, except for such deficiencies that would not reasonably be expected to have a Company Material Adverse Effect.

(h) There are no Liens for Taxes upon the assets or properties of the Company or any of its Subsidiaries, except for Permitted Liens or as would not reasonably be expected to have a Company Material Adverse Effect.

(i) Neither the Company nor any of its Subsidiaries is a party to any Tax sharing agreement, Tax indemnity obligation or similar agreement or arrangement with respect to Taxes pursuant to which the Company or any of its Subsidiaries will have any Tax Liability after the Closing, other than (i) any such agreement or arrangement solely among the Company and its Subsidiaries or (ii) any indemnification agreement or arrangement pertaining to the sale or lease of assets or Subsidiaries or commercial agreements the principal purpose of which is unrelated to Tax, except as would not reasonably be expected to have a Company Material Adverse Effect.

(j) During the two (2) year period ending on the date of this Agreement, neither the Company nor any of its Subsidiaries was a “distributing corporation” or a “controlled corporation” in a distribution of shares intended to qualify for tax-free treatment under Section 355 of the Code.

(k) The Company is not a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code (a “ USRPHC ”) and has not been a USRPHC during the five (5) year period ending on the date of this Agreement.

(l) The Company has not sought any relief under, or taken any action in respect of, any provision of the CARES Act, the Families First Coronavirus Response Act or IRS Notice 2021-11 related to Taxes (including (i) deferring any Taxes under Section 2302 of the CARES Act or (ii) claiming any Tax credit under Section 2301 of the CARES Act or Sections 7001-7003 of the Families First Coronavirus Response Act, as may be amended).

Section 3.20 Environmental Matters . Since July 1, 2019, the operations of the Company and each of its Subsidiaries comply with applicable Law relating to (a) pollution, contamination, protection of the environment or employee health and safety, (b) emissions, discharges, disseminations, releases or threatened releases of Hazardous Substances into the air (indoor or outdoor), surface water, groundwater, soil, land surface or subsurface, buildings, facilities or real property or (c) the management, use, treatment, storage, disposal, transport or handling of Hazardous Substances (collectively, “ Environmental Law ”), in each case, except as would not reasonably be expected to have a Company Material Adverse Effect. The Company and its Subsidiaries (i) possess all Permits required under Environmental Law necessary for their respective operations, and (ii) such operations are in compliance with applicable Permits, except, in each case, as would not reasonably be expected to have a Company Material Adverse Effect. As of the date of this Agreement, no Legal Action arising under or pursuant to Environmental Law is pending, or, to the Knowledge of the Company, threatened, against the Company or any of its Subsidiaries, except as would not reasonably be expected to have a Company Material Adverse Effect. There are no conditions at any property currently or formerly owned or operated by, or otherwise relating to the operations of, the Company, any of its Subsidiaries or any of their respective predecessors which have given rise to, or would reasonably be expected to give rise to, any Liability under Environmental Law, except as would not reasonably be expected to have a Company Material Adverse Effect.

Section 3.21 Intellectual Property and Data Privacy .

(a) Section 3.21(a) of the Company Disclosure Letter sets forth a true and complete (in all material respects) list of all Owned Intellectual Property that is registered, issued or the subject of a published pending application for registration as of the date of this Agreement.

(b) Either the Company or one of its Subsidiaries (i) owns and possesses all right, title and interest in and to the Owned Intellectual Property, free and clear of all Liens (other than Permitted Liens) or (ii) has a valid right to use the Licensed Intellectual Property, except, in each case of clause (i) or (ii), as would not reasonably be expected to have a Company Material Adverse Effect. Except as would not reasonably be expected to have a Company Material Adverse Effect, all Persons who have contributed to the creation, invention or development of any Owned Intellectual Property have assigned to the Company or its Subsidiaries their rights and interests therein that do not initially vest with the Company and its Subsidiaries by operation of Law.

(c) Except as would not reasonably be expected to have a Company Material Adverse Effect, (i) the Owned Intellectual Property is subsisting, and to the Knowledge of the Company, valid and enforceable and (ii) to the Knowledge of the Company, the Company and its Subsidiaries have not infringed, misappropriated or otherwise violated the Intellectual Property rights of any third party.

(d) Except as would not reasonably be expected to have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has received funding from a Governmental Authority to develop any Owned Intellectual Property in a manner that would require the Company or such Subsidiary to license such Owned Intellectual Property to such Governmental Authority.

(e) During the three (3) year period prior to the date of this Agreement, (i) there has been no Legal Action pending or, to the Knowledge of the Company, threatened in writing against, the Company or any of its Subsidiaries (A) alleging that the Company or such Subsidiary is infringing, misappropriating or otherwise violating any Intellectual Property of any third party or (B) challenging or seeking to deny, revoke or limit the Company’s or any of its Subsidiaries’ rights in any Owned Intellectual Property, and (ii) to the Knowledge of the Company, no Person is infringing, misappropriating or otherwise violating any Owned Intellectual Property, except, in each case of clause (i) or (ii), as would not reasonably be expected to have a Company Material Adverse Effect.

(f) To the Knowledge of the Company, the consummation of the Transactions shall not alter, impair or extinguish any Rights of the Company or any of its Subsidiaries in the Owned Intellectual Property or Licensed Intellectual Property, except as would not reasonably be expected to have a Company Material Adverse Effect.

(g) The Company and its Subsidiaries have taken commercially reasonable efforts to maintain and protect the Owned Intellectual Property, including any and all

confidential information and trade secrets included in the Owned Intellectual Property, except as would not reasonably be expected to have a Company Material Adverse Effect.

(h) To the Knowledge of the Company, the Company and its Subsidiaries have not distributed, licensed, conveyed, released or made available to any Person any material proprietary software that is, in whole or in part, subject to or governed by a Specified OSS License in a manner that, based on the Company’s or its Subsidiaries’ use of such Specified OSS License, would require (i) the disclosure, licensing or distribution of any material proprietary source code owned the Company or its Subsidiaries or (ii) that such material proprietary source code be made available at no charge or otherwise licensed to third parties for the purpose of making derivative works.

(i) Except as would not reasonably be expected to have a Company Material Adverse Effect, (i) the computers, systems and IT assets of the Company and each Subsidiary of the Company operate and perform in a manner that permits the Company and each Subsidiary of the Company to conduct its business as currently conducted, (ii) the Company and each Subsidiary of the Company have taken commercially reasonable actions, consistent with current general commercial practice in the automotive software industries, to protect the confidentiality, integrity and security of their computers, systems and IT assets (and the information and data stored thereon or processed thereby) against unauthorized use, access, interruption, modification or corruption, including where the unauthorized event results from the use of any malicious code (including viruses, worms, Trojan horse, malware and ransomware), and to the Knowledge of the Company, no such unauthorized use, access, interruption, modification or corruption has occurred, (iii) the Company and each Subsidiary of the Company are in compliance with all applicable Laws governing privacy, data protection, and the collection, use, storage, processing and disclosure of personally identifiable information, and all privacy policies established by, and contractual obligations binding upon, the Company or any of its Subsidiaries with respect to the foregoing, and (iv) no claims have been asserted or, to the Knowledge of the Company, threatened against the Company or any Subsidiary of the Company alleging any violation relating to privacy, data protection and the collection of personal information.

Section 3.22 Assets . Except for matters that would not have or be reasonably expected to have a Company Material Adverse Effect:

(a) With respect to the real property owned by the Company or any its Subsidiaries (the “ Company Owned Real Property ”), either the Company or a Subsidiary of the Company has good and valid title to such Company Owned Real Property, free and clear of all Liens, other than any Permitted Liens.

(b) Either the Company or a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and other agreement under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (such property subject to a lease, sublease or other agreement, the “ Company Leased Real Property ”, and such leases, subleases and other agreements are, collectively, the “ Company Real Property Leases ”), in each case, free and clear of all Liens other than any Permitted Liens. Section 3.22(b) of the Company Disclosure Letter sets forth a true, correct and complete list of all Company Leased Real Property where the terms of the applicable Company Real Property Lease, as of the date of this Agreement, provide for annual lease payments in

excess of $1,000,000 (the “ Material Company Real Property Leases ”). A true, correct and complete copy of each Company Real Property Lease as of the date of this Agreement related to each material Company Leased Real Property as set forth in Section 3.22(b) of the Company Disclosure Letter has been made available to Parent or publicly filed with the SEC prior to the date of this Agreement (except with such redactions as may be clearly marked on such copies). Each Company Real Property Lease is, subject to the Enforceability Exceptions, a valid and binding agreement of the Company or its applicable Subsidiary that is party thereto, and, to the Knowledge of the Company, of the other party or parties thereto, and each Company Real Property Lease is in full force and effect in accordance with its terms, except where failure to be valid and binding or in full force and effect would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor its applicable Subsidiary nor, to the Knowledge of the Company, any other party thereto, is in breach or default under any Company Real Property Lease. Except as would not reasonably be expected to have a Company Material Adverse Effect, no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a breach or default under any such Company Real Property Lease.

(c) Neither the Company nor any of its Subsidiaries has, since July 1, 2019, received notice of the existence of any outstanding Order or of any pending Legal Action, and, to the Knowledge of the Company, there is no such Order or Legal Action threatened, relating to the ownership, lease, use, occupancy or operation by the Company or its Subsidiaries of the Company Owned Real Property or the Company Leased Real Property.

(d) Except as would not reasonably be expected to have a Company Material Adverse Effect, the Company or a Subsidiary thereof has good and valid title to, or valid leasehold interests in, all real property and other assets reflected on the Balance Sheet or acquired after December 31, 2021, except as have been disposed of since December 31, 2021 in the ordinary course of business consistent with past practice.

Section 3.23 Insurance . Except for matters that would not have or reasonably be expected to have a Company Material Adverse Effect, to the Knowledge of the Company, as of the date of this Agreement, all insurance policies with respect to the business and assets of the Company and its Subsidiaries in effect as of the date of this Agreement are in full force and effect, all premiums due thereon have been paid in full, no written notice of cancellation has been received, there is no existing default or event which, with the giving of notice or lapse of time or both, would constitute a default by any of the insured parties thereunder and there is no claim pending under any such insurance policies as to which coverage has been questioned, denied or disputed by the underwriters of such policies.

Section 3.24 Affiliated Transactions . No director, officer or Affiliate (other than Subsidiaries of the Company) of the Company is a party to any Contract with the Company or its Subsidiaries (other than employment agreements) or has any material interest in any property used by the Company or its Subsidiaries, in either case that would be required to be disclosed under Item 404 of Regulation S-K under the Securities Act that has not been so disclosed.

Section 3.25 No Rights Agreement; Anti-Takeover Provisions .

(a) The Company is not party to a stockholder rights agreement, “poison pill” or similar anti-takeover agreement or plan, and the Company Board has not adopted or authorized the adoption of such an agreement or plan.

(b) Assuming the accuracy of the representations and warranties of Parent and Merger Sub set forth in Section 4.6(c) , no “business combination”, “control share acquisition”, “fair price”, “moratorium” or other anti-takeover Laws (each, a “ Takeover Law ”) apply or will apply to the Company pursuant to this Agreement or the Merger Transactions.

Section 3.26 Information Supplied . None of the information supplied or to be supplied by or on behalf of the Company for inclusion or incorporation by reference in the Offer Documents (including any amendments or supplements thereto) will, at the time such Offer Documents are filed with the SEC or at the time such Offer Documents are first published, sent or given to the stockholders of the Company, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Schedule 14D-9 (including any amendment or supplement thereto) will comply as to form in all material respects with the requirements of the Exchange Act and will not, at the time it is filed with the SEC and at the time first published, sent or given to the stockholders of the Company, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of Parent or Merger Sub or any Affiliates thereof for inclusion or incorporation by reference in the Schedule 14D-9.

Section 3.27 Opinion of Financial Advisor . The Company Board has received the oral opinion (to be confirmed in writing) of Xxxxxx Xxxxxxx & Co. LLC (the “ Company Financial Advisor ”) to the effect that, as of the date of such opinion and based upon and subject to the various assumptions made, procedure followed, matters considered and qualifications and limitations set forth therein, the Offer Price of $54.87 per share of Common Stock and the Merger Consideration of $54.87 per share of Common Stock to be paid to the holders of shares of Common Stock (other than holders of Excluded Shares and Dissenting Shares pursuant to this Agreement) are fair from a financial point of view to such holders. The Company will make available to Parent a written copy of such opinion, for informational purposes, only, reasonably promptly following receipt thereof by the Company Board; provided that it is agreed and understood that such opinion is for the benefit of the Company Board and may not be relied on by Parent or Merger Sub.

Section 3.28 Brokers . Except for the Company Financial Advisor, no broker, investment banker, financial advisor or other person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the Transactions based upon arrangements made by or on behalf of the Company. The Company has prior to the execution and delivery of this Agreement made available to Parent a true, correct and complete copy of the

Company’s engagement letter relating to the Merger Transactions with the Company Financial Advisor as in effect on the date of this Agreement .

Section 3.29 No Other Representations and Warranties .

(a) Except for the representations and warranties expressly set forth in this Article III or in any certificate delivered hereunder, neither the Company nor any other Person on behalf of the Company makes or has made (and the Company, on behalf of itself, each of the Company’s Subsidiaries and their respective Affiliates and Representatives, hereby disclaims) any express or implied representation or warranty with respect to the Company or any of the Company’s Subsidiaries or with respect to the accuracy or completeness of any information provided, or made available, to Parent, Merger Sub or any of their Affiliates or Representatives, including with respect to their business, operations, assets, liabilities, conditions (financial or otherwise), prospects or otherwise in connection with this Agreement, the Offer, the Merger or the other transactions contemplated by this Agreement, and Parent and Merger Sub and their respective Representatives and Affiliates are not in any way relying on, and waive any claim based on reliance on, any representation, warranty or other information of or statement by the Company, any of the Company’s Subsidiaries or any of its or their Representatives or any other Person except for those expressly set forth in this Article III or in any certificate delivered pursuant to the terms of this Agreement. Except for the representations and warranties expressly set forth in this Article III or in any certificate delivered pursuant to the terms of this Agreement, none of the Company, any of the Company’s Subsidiaries or any of its or their Representatives or any other Person makes (and the Company, on behalf of itself, each of the Company’s Subsidiaries, and their respective Affiliates and Representatives, hereby disclaims) any express or implied representation or warranty (including as to completeness or accuracy) to Parent or Merger Sub or any other Person with respect to, and none of the Company, the Company’s Subsidiaries or any of its or their Representatives or any other Person shall be subject to, any liability to Parent, Merger Sub or any other Person resulting from, the Company, the Company’s Subsidiaries or their respective Representatives or Affiliates providing or making available to Parent, Merger Sub or any of their Affiliates or their respective Representatives, or resulting from the omission of, any estimate, projection, prediction, forecast, data, financial information, memorandum, presentation or any other materials or information, including any materials or information made available to Parent or its Representatives or Affiliates in connection with presentations by the Company’s management or information made available on any electronic data room for “Project Central” and maintained by the Company for purposes of the Merger and the other transactions contemplated by this Agreement, including the electronic data room hosted by Intralinks under the title Project Central (collectively, the “ VDR ”).

(b) Except for the representations and warranties contained in Article IV or in any certificate delivered pursuant to the terms of this Agreement, the Company acknowledges and agrees that (i) none of Parent, Parent’s Subsidiaries (including Merger Sub) or any of its or their other Person on behalf of Parent makes or has made any express or implied representation or warranty with respect to Parent or Merger Sub, including with respect to their business, operations, assets, liabilities, conditions (financial or otherwise), prospects or otherwise in connection with this Agreement, the Offer, the Merger or the other transactions contemplated by this Agreement and the Company is not in any way relying on any representation, warranty or

other or statement by information of any Person except for those expressly set forth herein and (ii) no Person has been authorized by Parent, Parent’s Subsidiaries (including Merger Sub) or any of its or their Representatives or any other Person on behalf of Parent to make any representation or warranty relating to Parent or Merger Sub or their respective business or otherwise in connection with this Agreement, the Offer and Merger, and if made, such representation or warranty shall not in any way be relied upon by the Company as having been authorized by either such entity.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB

Except as set forth in the confidential disclosure letter delivered by Parent to the Company prior to the execution of this Agreement (the “ Parent Disclosure Letter ”), Parent and Merger Sub, jointly and severally, represent and warrant to the Company that:

Section 4.1 Organization and Power . Except as would not reasonably be expected to have a Parent Material Adverse Effect, each of Parent and Merger Sub (a) is duly organized, validly existing and in good standing under the laws of the State of Delaware , (b) has the requisite power and authority to own, lease and operate its assets and properties and to carry on its business as now conducted and (c) is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions that recognize such concept) in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its assets and properties makes such qualification or licensing necessary. Parent has made available to the Company a copy of Parent’s and Merger Sub’s certificate of incorporation and bylaws (or comparable organizational documents), in each case, as currently in effect.

Section 4.2 Foreign Qualifications . Each of Parent and Merger Sub is duly qualified to do business as a foreign corporation, limited liability company or other legal entity and is in good standing in each jurisdiction where such qualification is necessary, except where failure to be so qualified or in good standing would not reasonably be expected to have a Parent Material Adverse Effect.

Section 4.3 Corporate Authorization; Enforceability . Each of Parent and Merger Sub has all necessary power and authority to enter into this Agreement, to perform their obligations hereunder and to consummate the Transactions. The respective boards of directors of Parent and Merger Sub have, on the terms and subject to the conditions set forth herein, approved this Agreement and the Transactions, declared it advisable for Parent and Merger Sub, respectively, to enter into this Agreement and approved the execution, delivery and performance of this Agreement in accordance with its terms, and in the case of the board of directors of Merger Sub, recommended that Parent, in its capacity as the sole stockholder of Merger Sub, adopt this Agreement. Parent, in its capacity as the sole stockholder of Merger Sub, has executed and delivered a written consent adopting this Agreement, such consent by its terms to become effective immediately following the execution and delivery of this Agreement. Except as expressly set forth in this Section 4.3 , no other corporate action (including any stockholder vote or other action) on the part of Parent or Merger Sub is necessary to authorize the execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation

by Parent and Merger Sub of the Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery hereof by the Company, constitutes a legal, valid and binding agreement of each of Parent and Merger Sub, enforceable against each of them in accordance with its terms, subject to the Enforceability Exceptions. Assuming the accuracy of the representations and warranties set forth in Article III, no Takeover Laws apply or will apply to Parent or Merger Sub pursuant to this Agreement or the Transactions.

Section 4.4 Governmental Authorizations . The execution, delivery and performance of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions do not and will not require any Governmental Authorization, other than:

(b) the filing of the Offer Documents with the SEC and any filings and reports that may be required in connection with this Agreement and the Transactions either (i) with the SEC under the Exchange Act or (ii) under state securities Laws or “blue sky” Laws;

(d) compliance with and filings under the HSR Act and as set forth on Section 4.4 of the Parent Disclosure Letter.

Section 4.5 Non-Contravention . The execution, delivery and performance of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions do not and will not (a) contravene or conflict with, or result in any violation or breach of, any provision of the organizational documents of Parent or Merger Sub and (b) assuming that all Governmental Authorizations described in Section 4.4 have been obtained or made prior to the Offer Acceptance Time or the Effective Time, as applicable, (i) contravene or conflict with, or result in any violation or breach of, any Law applicable to Parent or any of its Subsidiaries or by which any assets of Parent or any of its Subsidiaries (“ Parent Assets ”) are bound or (ii) result in any violation or breach of, or constitute a default under, or result in the loss of a benefit or require a consent under, or give rise to any right by any party to terminate, cancel, accelerate or adversely modify, or result in the creation of any Lien on any Parent Asset pursuant to, any Contract to which Parent or any of its Subsidiaries is a party or by which any Parent Assets are bound, other than in the case of clause (b) of this Section 4.5 , as would not reasonably be expected to have a Parent Material Adverse Effect.

Section 4.6 Capitalization; Interim Operations of Merger Sub; Ownership of Common Stock .

(a) All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Parent. Merger Sub has no outstanding option,

warrant, right or any other agreement pursuant to which any Person other than Parent may acquire any equity security of Merger Sub.

(b) Merger Sub was formed solely for the purpose of engaging in the Transactions and has not engaged, nor, prior to the Effective Time, will it engage, in any business activities or operations other than in connection with the Transactions. Merger Sub has no Subsidiaries.

(c) Neither Parent nor Merger Sub, nor any of their respective Affiliates, is or has been during the past three (3) years an “interested stockholder” of the Company as defined in Section 203 of the DGCL. Except for shares of Common Stock acquired in the Offer or as set forth in Section 4.6 of the Parent Disclosure Letter, neither Parent, Merger Sub, nor any of their respective Affiliates beneficially owns, directly or indirectly, or is the record holder of (or during the past three (3) years has beneficially owned, directly or indirectly, or been the record holder of), and is not (and during the past three (3) years has not been) a party to any agreement (other than this Agreement), arrangement or understanding for the purpose of acquiring, holding, voting or disposing of, in each case, any shares of Common Stock or any option, warrant or other right to acquire any shares of Common Stock.

Section 4.7 Financing .

(a) Parent has delivered to the Company true, correct and complete copies of (i) a fully executed commitment letter dated on or about the date of this Agreement (together with all exhibits, annexes, schedules and term sheets attached thereto and as amended, modified, supplemented, replaced or extended from time to time after the date of this Agreement in compliance with Section 5.10 , the “ Equity Commitment Letter ”) from the Guarantor providing for an equity investment in Parent, subject to the terms and conditions therein, in the aggregate amount set forth therein (the “ Equity Financing ”) and (ii) a fully executed commitment letter dated on or about the date of this Agreement from the Lender Related Parties party thereto, together with true, correct and complete copies of any related executed fee letters ( provided , that, solely with respect to any such fee letters, the fee amounts, fee caps and other economic and “market flex” and/or “securities demand” terms (none of which would adversely affect the availability or amount of, impose additional or new conditions or requirements on (or expand or modify any existing conditions or requirements), affect the enforceability or termination of, impair the validity of, or prevent or impair, impede, hinder or delay the consummation of the Debt Financing at the Offer Closing or the Closing or reduce the amount of the Debt Financing below the amount required to satisfy the Required Amount) may be redacted in a customary manner from such true, correct and complete copies) (collectively and including all exhibits, annexes, schedules, supplements and term sheets attached thereto and as amended, modified, supplemented, replaced, substituted, terminated or extended from time to time after the date of this Agreement in compliance with Section 5.10 , collectively, the “ Debt Commitment Letter ” and, together with the Equity Commitment Letter, the “ Financing Letters ”), pursuant to which, subject to the terms and conditions therein, the Lender Related Parties party thereto have committed to lend the aggregate amount of the debt financing in the amounts set forth therein (being collectively referred to as the “ Debt Financing ” and, together with the Equity Financing, collectively referred to as the “ Financing ”). The Equity Commitment Letters expressly provide, and will continue to expressly provide, that the Company is a third-party beneficiary thereof. Parent and Merger Sub hereby acknowledge and agree that their obligation to consummate the

Transactions are not contingent on or otherwise subject to or conditioned on Parent, Merger Sub or any of their Affiliates obtaining any financing, the availability, grant, provision or extension of any financing to Parent, Merger Sub or any of their Affiliates or the consummation of any financing arrangement by Parent, Merger Sub or any of their Affiliates.

(b) As of the date of this Agreement, the Financing Letters are in full force and effect in accordance with their terms. As of the date of this Agreement, none of the Financing Letters has been amended, restated or modified, and, to the Knowledge of Parent, no such amendment, restatement or modification is contemplated, and none of the respective obligations and commitments contained in the Financing Letters have been withdrawn, reduced, rescinded, amended, restated, terminated or otherwise modified or repudiated in any respect and no such withdrawal, reduction, rescission, amendment, restatement, termination or other modification or repudiation is contemplated by Parent or Merger Sub or, the Knowledge of Parent, any other party to the Financing Letters; provided , that the existence or exercise of any “market flex” provisions contained in the Debt Commitment Letter shall not be deemed to constitute a modification or amendment of the Debt Commitment Letter. The Financing Letters in the form so delivered are (i) legal, valid and binding obligations of Parent and Merger Sub, as applicable, and, to the Knowledge of Parent, each of the other parties thereto and (ii) enforceable in accordance with their respective terms against Parent and Merger Sub, as applicable, and, to the Knowledge of Parent, each of the other parties thereto, in each case subject to the Enforceability Exceptions. Assuming the Financing is funded or invested in accordance with the Financing Letters on the Closing Date and the Closing is consummated in accordance with the terms of this Agreement, the aggregate net proceeds contemplated by the Financing Letters (after netting out applicable Expenses, original issue discount and similar premiums and charges and after giving effect to the maximum amount of “flex” (including original issue discount flex) provided for under the Debt Financing), will be sufficient, in the aggregate, for Merger Sub and the Surviving Corporation to pay the aggregate Offer Price and Merger Consideration (and any repayment or refinancing of debt contemplated by this Agreement, the Equity Commitment Letter or the Debt Commitment Letter) and any other amounts required to be paid by Parent or Merger Sub in connection with the consummation of the Transactions on the Closing Date (including all amounts payable in respect of Company Equity Awards under this Agreement) and to pay all related Expenses payable by them in connection with the Transactions (such amount, after giving effect to any increase in the Equity Financing, collectively, the “ Required Amount ”). As of the date of this Agreement, neither Parent nor Merger Sub is, nor, to the Knowledge of Parent, any other party to any of the Financing Letters is, in default in the performance, observation or fulfillment of any obligation, covenant or condition contained in any Financing Letter and no event has occurred that, with or without notice, lapse of time or both, would or would reasonably be expected to (A) constitute or result in a default under or breach on the part of Parent or Merger Sub or, to the Knowledge of Parent, any other parties thereto under the Financing Letters, (B) constitute or result in a failure by Parent or Merger Sub or any other party to the Financing Letters to satisfy, or any material delay in satisfaction, of any condition or other contingency to the full funding of the Financing under the Financing Letters or (C) otherwise result in any portion of the Financing being unavailable on a timely basis, and in any event, not later than the Offer Closing, such that Parent would not have sufficient cash proceeds to pay the Required Amount. As of the date of this Agreement, assuming satisfaction or waiver of the conditions to Parent’s and Merger Sub’s obligations to consummate the Offer and the

Merger (other than those conditions that by their terms are to be satisfied at the Offer Closing or the Closing, but subject to such conditions being able to be satisfied), neither Parent nor Merger Sub have any reason to believe (both before and after giving effect to any “flex” provisions contained in the Debt Commitment Letter) that it will be unable to satisfy, on a timely basis, and in any event not later than the Offer Closing, any term or condition of the Financing Letters required to be satisfied by it or that the Required Amount committed pursuant to the Financing Letters will not be available on the Offer Closing and the Closing Date. There are no side letters or other Contracts or other agreements, arrangements or understandings of any kind (other than customary engagement and fee credit letters with respect to the offering of debt securities referenced in the Debt Commitment Letter or those that would not reasonably be expected to adversely affect the availability of any portion of the Required Amount and which do not adversely impact the conditionality or amount of the Financing) to which Parent or any of its Affiliates (including Merger Sub) is a party related to the funding of the full Required Amount of the Financing, other than as expressly contained in the Financing Letters delivered to the Company prior to the date of this Agreement. Parent and/or Merger Sub has fully paid (or cause to be paid) any and all commitment fees or other fees or deposits required by the Financing Letters and/or the Financing, in each case, that are payable on or prior to the date of this Agreement and will continue to pay in full any such amounts required to be paid pursuant to the terms of the Financing Letters and/or the Financing as and when they become due and payable on or prior to the Offer Closing and the Closing Date. The only conditions precedent (including the market “flex” provisions) related to the obligations of the Guarantors to fund the full amount of the Equity Financing and the Lender Related Parties to fund the full amount of the Debt Financing are those expressly set forth in the Equity Commitment Letter and the Debt Commitment Letter, respectively.

Section 4.8 Solvency . None of Parent, Merger Sub or the Guarantor is entering into this Agreement with the actual intent to hinder, delay or defraud either present or future creditors of Parent, Merger Sub, the Guarantor or any of their respective Subsidiaries (which, for purposes of this Section 4.8 , shall include the Company and its Subsidiaries). Assuming (i) the satisfaction or waiver of the conditions to Parent’s and Merger Sub’s obligations to consummate the Offer and the Merger and (ii) the accuracy, in all material respects, of the representations and warranties set forth in Article III (for this purpose, such representations and warranties shall be true and correct without giving effect to any materiality or Company Material Adverse Effect qualifiers contained therein) and after giving effect to the Transactions and the payment of the aggregate Offer Price and Merger Consideration, any other repayment or refinancing of debt contemplated in this Agreement or the Financing Letters (including any alternative financing) and payment of the Required Amount, the Surviving Corporation, on a consolidated basis, will be Solvent as of the Offer Acceptance Time and as of the Effective Time and immediately after the consummation of the applicable Transactions.

Section 4.9 Litigation . As of the date of this Agreement, there are no Legal Actions pending or, to the Knowledge of Parent, threatened against Parent or any of its Affiliates that would reasonably be expected to have a Parent Material Adverse Effect. As of the date of this Agreement, there are no Orders outstanding against Parent or any of its Affiliates that would reasonably be expected to have a Parent Material Adverse Effect.

Section 4.10 Absence of Arrangements with Management . Other than this Agreement, as of the date of this Agreement, there are no Contracts or agreements, arrangements or understandings (whether written, oral or otherwise) among Parent, Merger Sub, the Guarantor or any of their respective Affiliates (or any other Person on behalf of Parent, Merger Sub, the Guarantor or any of their respective Affiliates), on the one hand, and any member of the Company’s management or the Company Board or any of their respective Affiliates, on the other hand, relating in any way to the Company (including relating to compensation and retention of the Company’s management), the Transactions or the operations of the Company or any of its Subsidiaries or, following the Effective Time, the Surviving Corporation or any of its Subsidiaries.

Section 4.11 Absence of Certain Agreements . Neither Parent nor any of its Affiliates (including Merger Sub) has entered into any Contract or other agreement, arrangement or understanding (in each case, whether oral or written), or authorized, committed or agreed to enter into any Contract or other agreement, arrangement or understanding (in each case, whether oral or written), pursuant to which: any stockholder of the Company would be entitled to receive value or consideration of a different amount or nature than the Offer Price or the Merger Consideration or pursuant to which any stockholder of the Company (i) has agreed to tender their shares of Common Stock into the Offer or (ii) has agreed to vote against or otherwise oppose any Superior Proposal. None of Parent, Merger Sub or any of their Affiliates is party to any Contract or other agreement, arrangement or understanding that would be required to be disclosed under Item 1005(e) of Regulation M-A under the Exchange Act with respect to the Common Stock.

Section 4.12 Investment Intention . Parent is acquiring through the Offer and the Merger the shares of capital stock of the Surviving Corporation for its own account, for investment purposes only and not with a view to the distribution (as such term is used in Section 2(11) of the Securities Act) thereof. Parent understands that the shares of capital stock of the Surviving Corporation will not be registered under the Securities Act or any “blue sky” Laws and cannot be sold unless subsequently registered under the Securities Act, any applicable “blue sky” Laws or pursuant to an exemption from any such registration.

Section 4.13 Brokers . N o broker, investment banker, financial advisor or other person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the Transactions based upon arrangements made by or on behalf of Parent, Merger Sub or any of their respective Subsidiaries, except for Persons, if any, whose Expenses will be paid by Parent .

Section 4.14 Guarantee . Concurrently with the execution of this Agreement, Parent has delivered to the Company a true, correct and complete copy of the duly executed guarantee of the Guarantors, dated as of the date of this Agreement, in favor of the Company in respect of Parent’s obligation to pay the Parent Termination Fee and the other obligations specified therein, up to the aggregate amount set forth therein (the “ Guarantee ”). The Guarantee is (a) a legal, valid and binding obligation of the Guarantors, (b) enforceable against the Guarantors in accordance with its terms, except as such enforceability may be limited by the Enforceability Exception and (c) in full force and effect in accordance with its terms and has not been (and will not be except in accordance with its terms) amended or modified. There is no

default or breach under the Guarantee by the Guarantors, and no event has occurred that, with or without notice, lapse of time or both, would or would reasonably be expected to constitute or result in a default under or breach on the part of the Guarantors under such Guarantee.

Section 4.15 No Interest in Competitors . None of Parent, Merger Sub or any of their respective Affiliates owns any equity interest in any Person that derives revenues from products, services or lines of business within the Company’s products, services or lines of business and would reasonably be deemed to be competitive with the businesses of the Company and its Subsidiaries. None of Parent, Merger Sub or any of their respective Affiliates is currently involved in any substantive negotiations with respect to the acquisition of any business or businesses that would or would reasonably be expected to constitute the foregoing.

Section 4.16 Information Supplied . None of the information supplied or to be supplied by or on behalf of Parent or Merger Sub for inclusion or incorporation by reference in the Schedule 14D-9 (including any amendments or supplements thereto) will, at the time the Schedule 14D-9 (or any amendment or supplement thereto) is filed with the SEC or at the time the Schedule 14D-9 (or any amendment or supplement thereto) is first published, sent or given to the stockholders of the Company, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. The Offer Documents (including any amendment or supplement thereto) will comply as to form in all material respects with the requirements of the Exchange Act and will not, at the time filed with the SEC and at the time first published, sent or given to the stockholders of the Company, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, Parent and Merger Sub make no representation or warranty with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company or any Affiliates thereof for inclusion or incorporation by reference in the Offer Documents.

Section 4.17 Acknowledgement of Disclaimer of Other Representations and Warranties .

(a) Each of Parent and Merger Sub acknowledges that it and its Representatives and applicable Affiliates (i) have received adequate access to (A) such books and records, facilities, properties, premises, equipment, Contracts and other properties and assets of the Company and its Subsidiaries which they and their Representatives and such Affiliates have desired or requested to see or review and (B) the VDR, (ii) have had adequate opportunity to meet with the officers and employees of the Company and its Subsidiaries and to discuss the business and assets of the Company and its Subsidiaries and (iii) have had an adequate opportunity to make such legal, factual and other inquiries and investigation as they deem necessary, desirable or appropriate with respect to the Company and its Subsidiaries.

(b) Except for the representations and warranties expressly set forth in this Article IV or in any certificate delivered pursuant to the terms of this Agreement, neither Parent nor Merger Sub nor any other Person on behalf of Parent or Merger Sub makes (and Parent, on behalf of itself, its Subsidiaries, and their respective Affiliates and Representatives,

hereby disclaims) and the Company has not in any way relied on, any express or implied representation or warranty with respect to Parent, Merger Sub, its Subsidiaries or any of their respective businesses, operations, properties, assets, liabilities or otherwise in connection with this Agreement, the Offer, the Merger or the other transactions contemplated hereby, including as to the accuracy or completeness of any information.

(c) Except for the representations and warranties expressly set forth in Article III or in any certificate delivered pursuant to the terms of this Agreement, each of Parent and Merger Sub acknowledges and agrees that (i) none of the Company, the Company’s Subsidiaries or any other Person on behalf of the Company or any of the Company’s Subsidiaries makes or has made any express or implied representation or warranty with respect to the Company or any of the Company’s Subsidiaries or with respect to the accuracy or completeness of any information provided, or made available, to Parent, Merger Sub or any of their Affiliates or Representatives, including with respect to the Company and its Subsidiaries respective businesses, operations, assets, liabilities, conditions (financial or otherwise), prospects or otherwise in connection with this Agreement, the Offer, the Merger or the other transactions contemplated by this Agreement, and Parent and Merger Sub and their respective Representatives and Affiliates are not in any way relying on, and waive any claim based on reliance on, any representation, warranty or other information of or statement by the Company or any Person except for those expressly set forth in Article III or in any certificate delivered pursuant to the terms of this Agreement and (ii) no Person has been authorized by the Company, the Company’s Subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to the Company, its Subsidiaries or their respective its businesses or otherwise in connection with this Agreement, the Offer, the Merger or the other transactions contemplated hereby, and if made, such representation or warranty shall not in any way be relied upon by Parent or Merger Sub as having been authorized by such entity. Without limiting the generality of the foregoing, except for the representations and warranties expressly set forth in Article III or in any certificate delivered pursuant to the terms of this Agreement, Parent and Merger Sub acknowledge and agree that none of the Company, any of the Company’s Subsidiaries or any of its or their Representatives or any other Person has made a representation or warranty (including as to accuracy or completeness) to Parent or Merger Sub with respect to, and none of the Company, any of the Company’s Subsidiaries or any of its or their Representatives or any other Person shall be subject to any liability to Parent, Merger Sub or any other Person resulting from, the Company or any of the Company’s Subsidiaries or their respective Representatives or Affiliates providing, or making available, to Parent, Merger Sub or any of their Affiliates or their respective Representatives, or resulting from the omission of, any estimate, projection, prediction, forecast, data, financial information, memorandum, presentation or any other materials or information, including any materials or information made available to Parent and/or its Representatives or Affiliates in connection with presentations by the Company’s management or in the VDR. Parent and Merger Sub acknowledge that there are uncertainties inherent in attempting to make estimates, projections, budgets, pipeline reports and other forecasts and plans, that they are familiar with such uncertainties and that Parent and Merger Sub are taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, budgets, pipeline reports and other forecasts and plans so furnished to it, including the reasonableness of the assumptions underlying such estimates, projections, budgets, pipeline reports and other forecasts and plans. Each of Parent and Merger

Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition (financial or otherwise), operations, assets and business of the Company and its Subsidiaries and, in making its determination to proceed with the Offer, the Merger and the other transactions contemplated by this Agreement, each of Parent and Merger Sub has relied solely on the results of its own independent investigation and the representations and warranties set forth in Article III or in any certificate delivered pursuant to the terms of this Agreement and has not relied directly or indirectly on any materials or information made available to Parent and/or its Representatives by or on behalf of the Company.

ARTICLE V

COVENANTS

Section 5.1 Conduct of Business of the Company .

(a) From and after the date of this Agreement and prior to the earlier of the Effective Time or the termination of this Agreement in accordance with Article VII (the “ Interim Period ”), except as (1) required or contemplated by this Agreement, (2) set forth in Section 5.1 of the Company Disclosure Letter, (3) required by applicable Law, Order or to comply with any notice from a Governmental Authority, (4) the Company determines in good faith may be necessary or advisable in accordance with COVID-19 Measures or otherwise taken (or not taken) by the Company or any of its Subsidiaries in reasonable response to COVID-19-related developments or (5) may be consented to in writing by Parent (such consent not to be unreasonably withheld, delayed or conditioned), the Company shall, and shall cause each of its Subsidiaries to, use its and their reasonable best efforts (i) to conduct its business in all material respects in the ordinary course and (ii) to the extent consistent with the foregoing, to preserve its and each of its Subsidiaries’ business organizations (including the service of key employees) substantially intact and preserve existing relations with key customers, suppliers and other Persons with whom the Company or its Subsidiaries have significant business relationships, in each case, consistent with past practice ( provided , however , that no action by the Company or any of its Subsidiaries, as applicable, with respect to matters specifically addressed by any provision of Section 5.1(b) shall be deemed a breach of this Section 5.1(a) unless such action would constitute a breach of such other provision of Section 5.1(b) ).

(b) Without limiting the generality of the foregoing, and except as (1) required or contemplated by this Agreement, (2) set forth in Section 5.1 of the Company Disclosure Letter, (3) required by applicable Law, Order or to comply with any notice from a Governmental Authority, (4) the Company determines in good faith may be necessary or advisable in accordance with COVID-19 Measures or otherwise taken (or not taken) by the Company or any of its Subsidiaries in reasonable response to COVID-19-related developments or (5) may be consented to in writing by Parent (such consent not to be unreasonably withheld, delayed or conditioned) during the Interim Period, the Company shall not, and shall cause each of its Subsidiaries not to, take any of the following actions, without the prior written consent of Parent (such consent not to be unreasonably withheld, delayed or conditioned):

(i) Organizational Documents . Amend any of the Company Organizational Documents (other than immaterial or ministerial changes);

(ii) Capital Stock . (A) Other than transactions among the Company and its wholly owned Subsidiaries or among the Company’s wholly owned Subsidiaries, issue, sell, encumber or grant any shares of its capital stock or other equity or voting interests, or any securities or rights convertible into, exchangeable or exercisable for, or evidencing the right to subscribe for any shares of its capital stock or other equity or voting interests, or any rights, warrants or options to purchase any shares of its capital stock or other equity or voting interests; provided that the Company may issue or grant shares of Common Stock or other securities as required pursuant to equity awards or obligations under the Company Benefit Plans outstanding on the date of this Agreement in accordance with the terms of the applicable Company Benefit Plan in effect on the date of this Agreement or granted after the date of this Agreement not in violation of this Agreement, (B) other than transactions among the Company and its wholly owned Subsidiaries or among the Company’s wholly owned Subsidiaries, redeem, purchase or otherwise acquire any of its outstanding shares of Common Stock or any other equity or voting interests of the Company or any of its Subsidiaries, or any rights, warrants or options to acquire any shares of its capital stock or other equity or voting interests of the Company or any of its Subsidiaries (other than pursuant to the exercise, vesting or settlement of Company Options or the forfeiture of or withholding of taxes with respect to Company Equity Awards), (C) in the case of the Company, establish a record date for, declare, set aside for payment or pay any dividend on, or make any other distribution in respect of, any shares of its capital stock or other equity or voting interests other than with respect to (x) dividends and distributions by a direct or indirect wholly owned Subsidiary of the Company to its direct or indirect parent or (y) any regular quarterly cash dividend made by the Company to holders of shares of Common Stock, in an amount of up to $0.15 per share of Common Stock for any such quarterly dividend; provided , that, the date on which any such quarterly dividend is declared, the record date and the payment date with respect to any quarterly dividend shall, in each case, be no earlier than the one-year anniversary of such dates for the corresponding fiscal quarter of the preceding year and such dividend shall be fully paid by the Company prior to the Effective Time; provided , further , that, notwithstanding anything to the contrary in this Agreement, in the event any such quarterly dividend has been declared by the Company after the date of this Agreement and the record date for such quarterly dividend has occurred prior to the Closing, then each of the parties hereto agrees that the Company shall be permitted to take such action as may be reasonably required or necessary to fully pay such quarterly dividend prior to the Effective Time, (D) split, combine, subdivide or reclassify any shares of its Common Stock or any other equity or voting interests of the Company or any of its Subsidiaries or (E) adopt or implement any stockholder rights plan (or similar plans or arrangements);

(iii) Compensation and Benefits . (A) Increase the compensation or benefits payable or to become payable to any of its directors, officers, employees or consultants, except in the case of an employee with an annual base salary of less than $225,000 for increases in salary, annual bonus targets, hourly wage rates and benefits in the ordinary course of business consistent with past practice (x) of up to 4% in the aggregate in connection with the Company’s regular annual compensation cycle or (y) in conjunction with promotions in the ordinary course of business consistent with past practice to fill a position (excluding positions of Key Employees) identified as open as of the date of this Agreement or that becomes open due to a departure following the date of this Agreement, (B) establish, adopt, enter into, amend, renew or terminate any Company Benefit Plan or any employee benefit plan,

agreement, policy, program or commitment that, if in effect on the date of this Agreement, would be a Company Benefit Plan (other than amendments to a Company Benefit Plan associated with the annual open enrollment process in the ordinary course of business or plan renewals on substantially similar terms in the ordinary course of business), (C) grant any severance or termination pay or retention or change-in-control payments to any current or former director, officer, employee or consultant, (D) enter into any collective bargaining agreement or other labor contract with any labor organization, works council, trade union, labor association or other employee representative, (E) take any action to accelerate the vesting, payment or funding of any compensation or benefits to any current or former director, officer, employee or consultant, (F) implement any workforce reductions or furloughs of more than ten (10) employees or that would eliminate an entire job function or employee group, (G) terminate the Chief Executive Officer of the Company, any of his direct reports, or any of his direct reports’ direct reports with a title or position at the level of Senior Vice President or higher (in each case, other than for cause) (each, a “ Key Employee ”), (H) hire (x) anyone who would constitute a Key Employee or (y) a number of employees such that the aggregate number of employees of the Company and its subsidiaries at any time exceeds 6,900 (excluding any interns) (it being understood, for the avoidance of doubt, that this clause (y) is not intended to permit any hiring of employees outside the ordinary course or on terms inconsistent with past practice) or (I) utilize a number of independent contractors or temporary employees that (x) exceeds 110% of the Company’s and its subsidiaries’ peak utilization number of such individuals over the last twelve (12) months or (y) is outside the ordinary course of business consistent with past practice for the last twelve (12) months except, in each case (I) to the extent required by applicable Law (including Section 409A of the Code), this Agreement or any Company Benefit Plan or other agreement as in effect on the date of this Agreement or (II) as contemplated by Section 5.1 of the Company Disclosure Letter;

(iv) Capital Expenditures . M ake or authorize capital expenditures for property, plant and equipment, except (A) consistent in all material respects with the Project Central Operating Model that was previously made available to Parent in the VDR, (B) in connection with the repair or replacement of facilities, properties or assets destroyed or damaged due to casualty or accident (whether or not covered by insurance), (C) capital expenditures that are required pursuant to an Order that is applicable to the Company or any of its Subsidiaries or (D) otherwise in an aggregate amount for all such capital expenditures made pursuant to this clause (D) not to exceed $2,500,000 in the aggregate;

(v) Acquisitions . (A) Make any acquisition of (including by merger, consolidation or acquisition of stock or assets or otherwise), except in respect of any merger, consolidation or business combination among the Company and its wholly owned Subsidiaries or among the Company’s wholly owned Subsidiaries, or make any investment in any material equity interest in any Person or any division, business, property or assets thereof, except in the ordinary course of business (which for the avoidance of doubt and without limitation of the foregoing shall be deemed to include acquisitions of inventory in the ordinary course of business), if the aggregate amount of consideration paid or transferred by the Company and its Subsidiaries in connection with all such transactions would exceed $15,000,000, provided , that the Company shall provide advance written notice to Parent of all such transactions regardless of the aggregate amount of consideration to be paid or transferred in connection with such transactions; (B) form any Subsidiary or (C) enter into any joint venture

agreement, partnership, or limited liability company agreement (other than with respect to a partnership or limited liability company that is wholly owned by the Company or any of its wholly owned Subsidiaries);

(vi) Dispositions . Sell, transfer, mortgage, encumber, dispose of or otherwise subject to any Lien (other than a Permitted Lien) or otherwise dispose of any of its material assets or material properties, by merger, consolidation, asset sale or other business combination (including formation of a joint venture), in each case, except (A) in the ordinary course of business, (B) dispositions of obsolete or worthless assets, (C) sales of immaterial assets for a purchase price of not more than $15,000,000 in the aggregate or (D) transfers among the Company and its wholly owned Subsidiaries;

(vii) New Business . Enter into any new line of business outside its existing business as of the date of this Agreement;

(viii) Liquidations . Except as contemplated by this Agreement, adopt or enter into plan of complete or partial liquidation, dissolution, recapitalization or other reorganization (other than with respect to or among wholly owned Subsidiaries of the Company);

(ix) Indebtedness; Guarantees . (A) Incur, prepay or refinance any indebtedness for borrowed money, issue or sell any debt securities or warrants or other rights to acquire any debt securities of the Company or any of its Subsidiaries, guarantee any such indebtedness or any debt securities of another Person or enter into any “keep well” or other agreement to maintain any financial statement condition of another Person (collectively, “ Indebtedness ”), except for (1) intercompany Indebtedness among the Company and its wholly owned Subsidiaries, (2) letters of credit, bank guarantees, security or performance bonds or similar credit support instruments, overdraft facilities or cash management programs, in each case issued, made or entered into in the ordinary course of business and solely for the benefit of the Company or a wholly owned Subsidiary thereof, (3) Indebtedness incurred under the Existing Credit Agreement that does not increase at any given time, from time to time, the outstanding balance under the Existing Credit Agreement by more than $5,000,000 and (4) other Indebtedness in an aggregate principal amount not to exceed $2,000,000, (B) enter into any swap or hedging transaction or other derivative agreements other than in the ordinary course of business or (C) make any loans, capital contributions or advances to any Person other than to the Company or any wholly owned Subsidiary of the Company;

(x) Material Contracts . Enter into, renew, extend, modify, amend, waive any material rights under or terminate (A) any Contract that is or would constitute a Material Contract, other than Contracts with customers or suppliers in the ordinary course of business or upon the expiration of any such Material Contract in accordance with its terms or (B) any Contract or series of Contracts with a customer involving aggregate proceeds in excess of $3,000,000 per annum that, taken as a whole, materially deviates from current Contracts or past practice;

(xi) Accounting . Make any material changes in financial accounting methods, principles or practices affecting the consolidated assets, liabilities or results of operations of the Company and its Subsidiaries as in effect as of June 30, 2021, except insofar

as may be required (A) by GAAP (or any interpretation thereof), (B) by any applicable Law, (C) by any Governmental Authority (including the Financial Accounting Standards Board or any similar organization) or (D) to permit the audit of the Company’s financial statements in compliance with GAAP;

(xii) Taxes . Except in the ordinary course of business, make, change or revoke any material Tax election, change any material Tax accounting period, adopt or change any material method of Tax accounting, settle or compromise any material Tax audit, investigation, claim, proceeding or assessment of the Company or any of its Subsidiaries, surrender any right to claim a Tax refund, offset or other reduction in Tax liability of the Company or any of its Subsidiaries with respect to a material amount of Taxes or file any material amendment to an income or other material Tax Return;

(xiii) Legal Actions . Settle or compromise any pending or threatened Legal Action other than settlements or compromises of any pending or threatened Legal Action (A) in the ordinary course of business or (B) if the amount of any such settlement or compromise does not exceed $ 10,000,000 individually or $ 20,000,000 in the aggregate; provided that no settlement or compromise of any pending or threatened Legal Action may involve any injunctive or equitable relief or impose restrictions on the business activities of the Company and its Subsidiaries; provided , that, this Section 5.1(b)(xiii) shall not apply to any Legal Action relating to the matters set forth in Section 2.4 (which shall be subject solely to Section 2.4 ) or any Transaction Litigation (which shall be subject solely to Section 5.15 );

(xiv) Licenses . Sell, assign, license (other than Non-Material Licenses), abandon, transfer or otherwise dispose of any material Intellectual Property to any Person other than the Company or a Subsidiary of the Company, other than the expiration of Owned Intellectual Property at the end of its maximum statutory term or abandonment of registrations or applications for Intellectual Property in the ordinary course of business;

(xv) Permits . Terminate, allow to lapse or expire, suspend, modify or otherwise take any step to limit the effectiveness or validity of, or fail to maintain as valid and in full force and effect, any material Company Permit; or

(xvi) Related Actions . A uthorize any of, or commit or agree, in writing or otherwise, to take any of, the foregoing actions .

Nothing contained in this Agreement is intended to give Parent, directly or indirectly, the right to control or direct the Company’s or its Subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement is intended to give the Company, directly or indirectly, the right to control or direct Parent’s or its Subsidiaries’ operations. Prior to the Effective Time, each of Parent and the Company shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.

Section 5.2 Access to Information; Confidentiality .

(a) Subject to applicable Law, during the Interim Period, upon reasonable advance notice to the Company, the Company shall, and shall cause its Subsidiaries

to, (i) provide to Parent and its Representatives reasonable access during normal business hours to the officers, employees, properties, books, Contracts and records of the Company and its Subsidiaries (other than any of the foregoing that relate to the consideration, negotiation and execution of this Agreement, the process that led to the negotiation and execution of this Agreement or, subject to the disclosure requirements set forth in Section 5.3 , any Takeover Proposal or Intervening Event) and (ii) furnish promptly such information concerning its business, personnel, assets, liabilities and properties as Parent may reasonably request, in each case, for reasonable business purposes related to the consummation of the Merger Transactions ; provided , that any such access shall be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the Company or its applicable Subsidiaries and in such a manner as not to interfere unreasonably with the normal business or operations of the Company or any of its Subsidiaries; provided, further , that such access may be limited by the Company to the extent reasonably necessary (A) for the Company or any of its Subsidiaries to comply with any applicable COVID-19 Measures or (B) for such access, in light of COVID-19 or COVID-19 Measures, not to jeopardize the health and safety of any of the Company’s or its Subsidiaries’ respective Representatives or commercial partners ( provided , that, in the case of clauses (A) and (B), the Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) in a manner without risking the health and safety of such Persons or violating such COVID-19 Measures). Nothing herein shall require the Company or any of its Subsidiaries to disclose any information to Parent if such disclosure would, in the Company’s reasonable discretion (x) jeopardize any attorney-client or other legal privilege (so long as the Company and its Subsidiaries have reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto) or (y) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement (including any confidentiality agreement to which the Company or any of its Subsidiaries is a party) (so long as the Company has used reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such applicable Law, agreement or duty); provided , further , that information shall be disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent, to the extent that the Company determines doing so may be reasonably required for the purpose of complying with applicable Antitrust and Foreign Investment Laws.

(b) No information or knowledge obtained by Parent or Merger Sub pursuant to this Section 5.2 or Section 5.3 or otherwise shall affect or be deemed to affect or modify any representation, warranty, covenant or agreement contained herein, the conditions to the obligations of the parties to consummate the Transactions in accordance with the terms and provisions hereof or otherwise prejudice in any way the rights and remedies of Parent or Merger Sub hereunder, nor shall any such information, knowledge or investigation be deemed to affect or modify Parent’s or Merger Sub’s reliance on the representations, warranties, covenants and agreements made by the Company in this Agreement.

(c) Information disclosed under this Section 5.2 and otherwise pursuant to this Agreement shall be governed under the letter agreement regarding

confidentiality, dated January 25, 2022, between Brookfield Capital Partners LLC and the Company (the “ Confidentiality Agreement ”).

Section 5.3 No Solicitation .

(a) Except as permitted by this Section 5.3 , the Company shall, and shall cause each of its Subsidiaries and its and their officers and its and their officers’ direct reports and its and their directors to, and shall instruct and use its reasonable best efforts to cause its other Representatives to (i) immediately cease any solicitation, discussions or negotiations with any Persons with respect to a Takeover Proposal that existed on or prior to the date of this Agreement, (ii) during the Interim Period, not, directly or indirectly (A) solicit, knowingly encourage or knowingly facilitate the submission of any inquiries regarding, or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, a Takeover Proposal, (B) other than informing third parties of the existence of the provisions contained in this Section 5.3 , engage in, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any other Person any non-public information in connection with any proposal or offer that constitutes, or would reasonably be expected to lead to, a Takeover Proposal, (C) approve, adopt, endorse, recommend or enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement or other similar Contract providing for a Takeover Proposal or with respect to any proposal or offer that would reasonably be expected to lead to, a Takeover Proposal (other than an Acceptable Confidentiality Agreement in accordance with Section 5.3(b) ) (any such letter of intent, memorandum of understanding, agreement or Contract, an “ Alternative Acquisition Agreement ”) or (D) take any action to exempt any Person (other than Parent and its Subsidiaries) from the restrictions on “business combinations” or any similar provision contained in applicable Takeover Laws or the Company Organizational Documents; (iii) subject to the directors’ fiduciary duties under applicable Law , waive or release any preexisting explicit or implicit standstill provisions or similar agreements and “anti-clubbing” or similar requirements contained in any other Contract, or (iv) resolve or agree to do any of the foregoing. The Company shall promptly (and in any event within five (5) Business Days hereof) request each Person that has prior to the date of this Agreement executed a confidentiality agreement in connection with its consideration of a proposed Takeover Proposal within the fifteen (15) month period immediately preceding the date of this Agreement to, in accordance with the terms of such agreement, return or destroy all confidential information furnished prior to the execution of this Agreement to or for the benefit of such Person by or on behalf of the Company or any of its Subsidiaries.

(b) Notwithstanding anything contained in Section 5.3(a) or any other provision of this Agreement to the contrary, if, at any time prior to the Offer Acceptance Time , the Company or any of its Representatives receives a bona fide written Takeover Proposal, which Takeover Proposal did not result from any breach of this Section 5.3 , (i) the Company and its Representatives may contact such Person or group of Persons making the Takeover Proposal solely to clarify the terms and conditions thereof or to request that any Takeover Proposal made orally be made in writing and (ii) if the Company Board determines in good faith, after consultation with its financial advisors and outside legal counsel, that such Takeover Proposal constitutes or could reasonably be expected to result in a Superior Proposal, and that the failure

to take such action described in clauses (x) and (y) below would be inconsistent with the directors’ fiduciary duties under applicable Law , then the Company, the Company Board and any of their respective Representatives may (x) enter into an Acceptable Confidentiality Agreement with the Person or group of Persons making the Takeover Proposal and furnish pursuant to an Acceptable Confidentiality Agreement information (including non-public information) with respect to the Company and its Subsidiaries to the Person or group of Persons who has made such Takeover Proposal and its or their respective Representatives or potential sources of financing and their Representatives; provided that the Company shall promptly (and in any event within twenty-four (24) hours) provide to Parent any such non-public information concerning the Company or any of its Subsidiaries that is provided to any Person given such access to the extent it was not previously provided to Parent or its Representatives and (y) engage in or otherwise participate in discussions or negotiations with the Person or group of Persons and its or their Representatives and potential sources of financing and their Representatives regarding such Takeover Proposal ; provided , in the case of clauses (x) and (y) , that at or prior to the first time that the Company furnishes any such information to or participates in any discussions or negotiations with any Person on or after the date of this Agreement, the Company shall provide written notice to Parent of such determination in good faith of the Company Board as provided for above .

(c) During the Interim Period, the Company shall (i) promptly (and in any event within thirty-six (36) hours after knowledge of receipt by an officer or director of the Company) notify Parent if any inquiries, proposals or offers with respect to, or that would reasonably be expected to lead to, a Takeover Proposal are received by the Company or any of its Representatives, (ii) provide to Parent the identity of the Person or group of Persons making such inquiries, proposals or offers and a copy of any Takeover Proposal (including any proposed term sheet, letter of intent, acquisition agreement or other agreement or other supporting materials with respect thereto, and any amendments thereto)and a summary of any material unwritten terms and conditions of any Takeover Proposal (and any amendments thereto) and (iii) keep Parent reasonably informed of any material developments, discussions or negotiations regarding any Takeover Proposal (and any amendments thereto) on a reasonably prompt basis (and in any event within thirty-six (36) hours after knowledge by an officer or director of the Company of such material development, discussion or negotiation).

(d) Except as otherwise provided in this Agreement, neither the Company Board nor any committee thereof shall (i) (A) withdraw or withhold (or modify , amend or qualify in a manner adverse to Parent), or publicly propose to withdraw or withhold (or modify , amend or qualify in a manner adverse to Parent), the Company Board Recommendation, (B) recommend the approval or adoption of, declare advisable, or approve or adopt, or publicly propose to recommend, declare advisable, approve or adopt , any Takeover Proposal, (C) fail to include the Company Board Recommendation in the Schedule 14D-9, (D) fail to recommend, in a Solicitation/Recommendation Statement on Schedule 14D-9, against any Takeover Proposal subject to Regulation 14D under the Exchange Act within ten (10) Business Days after commencement of such Takeover Proposal (or, if earlier, by the close of business on the Business Day immediately preceding the scheduled date of the Offer Acceptance Time) or (E) after public announcement of a Takeover Proposal (other than a Takeover Proposal subject to Regulation 14D under the Exchange Act), fail to publicly affirm the Company Board

Recommendation within five (5) Business Days after a written request by Parent to do so (or, if earlier, by the close of business on the Business Day immediately preceding the scheduled date of the Offer Acceptance Time) (it being understood that the Company will have no obligation to make such reaffirmation on more than one occasion with respect to any such Takeover Proposal (it being understood that the Company will also, if so requested by Parent, make one reaffirmation (but no more than one reaffirmation) on each amendment of each such Takeover Proposal)) (any action described in this clause (i) being referred to as an “ Adverse Recommendation Change ”) or (ii) approve, recommend, or enter into any Alternative Acquisition Agreement (other than an Acceptable Confidentiality Agreement in accordance with Section 5.3(b) ) .

(e) Notwithstanding anything in this Agreement to the contrary, at any time prior to the Offer Acceptance Time, and subject to compliance with the other provisions of this Section 5.3 , in response to a bona fide written Takeover Proposal received by the Company Board after the date of this Agreement that did not result from a breach of this Section 5.3 , that has not been withdrawn and that the Company Board has determined in good faith, after consultation with its financial advisors and outside legal counsel, constitutes a Superior Proposal, the Company Board may (x) make an Adverse Recommendation Change or (y) provided that the Company and its Subsidiaries are not in breach of this Section 5.3 in any material respect, terminate this Agreement to enter into an Alternative Acquisition Agreement with respect to such Superior Proposal in accordance with Section 7.4(a) , or authorize, resolve, agree or propose publicly to take any such action, if all of the following conditions are met:

(i) the Company shall have (A) provided to Parent four (4) days’ prior written notice, which shall (1) state that it has received a Superior Proposal, (2) attach the material terms and conditions of the Superior Proposal (including the consideration offered therein and the identity of the Person or group making the Superior Proposal) or a copy of the Alternative Acquisition Agreement and any other material documents related to the Superior Proposal (it being understood and agreed that any amendment to the financial terms (including the form, amount and timing of payment of consideration) or any other material term or condition of such Superior Proposal shall require a new notice and a new two (2) day period) and (3) state that, subject to clause (ii) below, the Company Board has determined to effect an Adverse Recommendation Change or to terminate this Agreement in accordance with Section 7.4(a) in order to enter into the Alternative Acquisition Agreement, as applicable, and (B) prior to making such an Adverse Recommendation Change or determining to terminate this Agreement in accordance with Section 7.4(a) , as applicable, made itself or its Representatives available during such notice period to discuss potential amendments to this Agreement proposed by Parent that could result in the Alternative Acquisition Agreement ceasing to constitute a Superior Proposal; and

(ii) the Company Board shall have determined in good faith after consultation with its financial advisors and outside legal counsel, that, in light of such Superior Proposal and taking into account any revised terms timely proposed by Parent, such Superior Proposal continues to constitute a Superior Proposal and that the failure to make such Adverse Recommendation Change or to so terminate this Agreement in accordance with Section 7.4(a) , as applicable, would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable Law.

(f) Notwithstanding anything in this Agreement to the contrary, at any time prior to the Offer Acceptance Time, upon the occurrence of any Intervening Event, the Company Board may make an Adverse Recommendation Change, or authorize, resolve, agree or propose publicly to take any such action, only if all of the following conditions are met:

(i) the Company shall have (A) provided to Parent four (4) days’ prior written notice, which shall (1) set forth in reasonable detail information describing the Intervening Event and the basis on which the Company Board intends to effect an Adverse Recommendation Change (it being understood and agreed that any material change to the facts or circumstances of such Intervening Event shall require a new notice and a new two (2) day period) and (2) state that, subject to clause (ii) below, the Company Board has determined to effect an Adverse Recommendation Change and (B) prior to making such an Adverse Recommendation Change, made itself or its Representatives available during such notice period to discuss potential amendments to this Agreement proposed by Parent that could result in the Intervening Event no longer reasonably being expected to be inconsistent with the directors’ fiduciary duties under applicable Law; and

(ii) the Company Board shall have determined, in good faith, after consultation with its outside legal counsel, that in light of such Intervening Event and taking into account any revised terms proposed by Parent, the failure to make an Adverse Recommendation Change would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable Law.

(g) Nothing contained in this Agreement shall prohibit the Company or the Company Board, directly or indirectly through their respective Representatives, from (i) taking and disclosing to the stockholders of the Company any position contemplated by Rule 14d-9, Rule 14e-2(a) or Item 1012(a) of Regulation M-A promulgated under the Exchange Act, (ii) making any “stop, look and listen” communication to the Company’s stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act or a factually accurate public statement by the Company that describes a Takeover Proposal and the operation of this Agreement with respect thereto (it being agreed that any such communication or statement shall not be deemed to be an Adverse Recommendation Change or give rise to a Parent termination right pursuant to Section 7.3(b) ) or (iii) making any disclosure to the stockholders of the Company that is required by applicable Law; provided that the Company Board shall not effect an Adverse Recommendation Change except in accordance with Section 5.3(e) or (f) .

(h) The Company agrees that in the event (i) any of its officers or its officers’ direct reports or its directors or (ii) any investment banker or financial advisor retained by, and acting on behalf of the Company, takes any action that, if taken by the Company, would constitute a breach of this Section 5.3 , the Company shall be deemed to be in breach of this Section 5.3 .

Section 5.4 Employees; Benefit Plans .

(a) For a period of not less than one (1) year following the Effective Time (the “ Continuation Period ”), Parent shall, or shall cause the Surviving Corporation or any of their respective Affiliates to, provide to each individual who, immediately prior to the

Effective Time is an employee of the Company or any of its Subsidiaries (each, an “ Employee ”) (i) a salary or hourly wage rate that is not less than that provided to such Employee immediately prior to the Effective Time, (ii) target incentive pay opportunities, including bonus and commission opportunities, but not including equity and equity-based awards, that are no less favorable than those provided to such Employee immediately prior to the Effective Time and (iii) other compensation and employee benefits (excluding equity and equity-based awards which will remain discretionary) that are no less favorable in the aggregate, determined on an individual basis, than those provided to such Employee under the compensation and benefit plans, programs, policies, agreements and arrangements of the Company and its Subsidiaries in effect immediately prior to the Effective Time. This Section 5.4(a) shall not apply to Employees whose terms and conditions of employment are governed by a collective bargaining agreement or other labor contract, in which case the terms of the applicable collective bargaining agreement or other labor contract shall apply .

(b) The pool for the Company’s short-term incentive plan for the fiscal year ending June 30, 2022 (the “ FY 2022 STIP ”) shall be funded based on the greater of target and actual performance for such fiscal year, and FY 2022 STIP payments for such fiscal year shall be determined in the Company’s ordinary course of business consistent with past practice for each participant in the FY 2022 STIP as of the last day of such fiscal year and paid by the Company (or, following the Effective Time, by Parent or the Surviving Corporation) on or before September 15, 2022.

(c) Parent shall, or shall cause the Surviving Corporation and each of their respective Affiliates to, honor all Company Benefit Plans (including all severance, change of control and similar plans and agreements, including the arrangements set forth on Section 5.4(c) of the Company Disclosure Letter) in accordance with their terms as in effect immediately prior to the Effective Time, subject to any amendment or termination thereof that may be permitted by such Company Benefit Plans and except as provided herein. Notwithstanding the foregoing, for the duration of the Continuation Period or, if applicable to the Employee, the remaining term of any individual employment, severance or separation agreement in effect immediately prior to the Effective Time (if longer), Parent shall, or shall cause the Surviving Corporation or their respective Affiliates to, provide each Employee who suffers a termination of employment under circumstances that would have given the Employee a right to severance payments and benefits under the applicable severance policy or severance plan (including the CDK Global, Inc. Third Amended and Restated Change in Control Severance Plan for Corporate Officers and the CDK Global, Inc. Amended and Restated Corporate Officer Severance Plan) of the Company or any of the Company’s Subsidiaries, or any individual employment, severance or separation agreement or other arrangement in effect immediately prior to the date of this Agreement (each, a “ Company Severance Plan ”) with severance payments and benefits no less favorable than those that would have been provided to such Employee under any Company Severance Plan, subject to the Employee’s timely satisfaction of a release of claims requirement.

(d) For all purposes under all employee benefit plans of Parent, the Surviving Corporation and their respective Affiliates providing benefits to any Employee after the Effective Time (the “ New Plans ”), each Employee shall receive full credit for such

Employee’s years of service with the Company and its Subsidiaries before the Effective Time (including predecessor or acquired entities or any other entities for which the Company and its Subsidiaries have given credit for prior service), to the same extent that such Employee was entitled, prior to the Effective Time, to credit for such service under any similar or comparable Company Benefit Plan (except to the extent that such credit would result in a duplication of accrual of benefits). In addition, where applicable, and without limiting the generality of the foregoing: (i) at the Effective Time, each Employee shall be immediately eligible to participate, without any waiting time, in each New Plan to the extent that such waiting time was satisfied under a similar or comparable Company Benefit Plan in which such Employee participated immediately before the Effective Time (such plans, collectively, the “ Old Plans ”); (ii) Parent shall cause all pre-existing condition exclusions or limitations and actively-at-work requirements of each New Plan to be waived or satisfied for such Employee and his or her covered dependents to the extent waived or satisfied under the analogous Old Plan as of the Effective Time; and (iii) Parent shall cause all eligible expenses incurred by each Employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date on which such Employee’s participation in the corresponding New Plan begins to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such Employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan.

(e) In the case of any Employee for whom the Company or its Subsidiaries tracks vacation accrual (which shall not include any Employee who is eligible for “unlimited” vacation or similar paid time off except as required by applicable Law), with respect to any earned but unused vacation or other paid time off to which such Employee is entitled pursuant to the vacation or other paid time off policy or individual agreement or other arrangement applicable to such Employee immediately prior to the Effective Time (the “ Vacation/PTO Policy ”), Parent shall, or shall cause the Surviving Corporation or any of their respective Affiliates to, (i) allow such Employee to use such earned vacation or other paid time off in accordance with the Vacation/PTO Policy and (ii) if any Employee’s employment terminates during the Continuation Period under circumstances entitling the Employee to severance pay under the Company Severance Plan, pay the Employee, in cash, an amount equal to the value of the earned vacation or other paid time off.

(f) Nothing in this Section 5.4 , whether express or implied, shall confer upon any current or former employee of the Company, Parent, the Surviving Corporation or any of their respective Affiliates, any rights or remedies including any right to employment or continued employment for any specified period, of any nature or kind whatsoever under or by reason of this Section 5.4 . No provision of this Section 5.4 is intended to modify, amend or create any employee benefit plan of the Company, Parent, Surviving Corporation or any of their respective Affiliates.

Section 5.5 Directors’ and Officers’ Indemnification and Insurance .

(a) From and after the Effective Time, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, in each case to the fullest extent permitted under applicable Law and the Company Organizational Documents, (i) indemnify,

defend and hold harmless, and advance expenses to, each individual who at the Effective Time is, or at any time prior to the Effective Time was, a director, officer, employee or agent of the Company or of a Subsidiary of the Company (each, an “ Indemnitee ” and, collectively, the “ Indemnitees ”) with respect to Damages (including amounts paid in settlement or compromise) and Expenses (including those of legal counsel) in connection with any Legal Action (including as may be criminal, civil, administrative or investigative), whenever asserted, based on, pertaining to or arising out of, in whole or in part, (A) the fact that an Indemnitee is or was a director (including in any capacity as a member of any board committee), officer, employee or agent of the Company or any of its Subsidiaries or was acting in such capacity, or (B) acts or omissions by an Indemnitee in the Indemnitee’s capacity as a director, officer, employee or agent of the Company or any of its Subsidiaries or taken at the request of the Company or any of its Subsidiaries (including in connection with serving at the request of the Company or any of its Subsidiaries as a representative of another Person (including any employee benefit plan)), in each case under clause (A) or (B), at, or at any time prior to, the Effective Time (including any Legal Action (including as may be criminal, civil, administrative or investigative) relating, in whole or in part, to the Transactions as well as any actions taken by the Company or any of its Subsidiaries or Parent, Merger Sub or any of their respective Subsidiaries with respect thereto (including any disposition of assets of the Surviving Corporation or any of its Subsidiaries that is alleged to have rendered any of the Surviving Corporation or any of its Subsidiaries insolvent) or relating to the enforcement of this provision or any other indemnification or expense advancement right of any Indemnitee), (ii) promptly pay to each Indemnitee any Expenses (including those of legal counsel) as incurred in defending, serving as a witness with respect to or otherwise participating with respect to any Claim in advance of the final disposition of any such Claim (and without requiring a preliminary determination of entitlement to indemnification, advancement of expenses or exculpation); provided , that, if required by the DGCL, the Surviving Corporation’s organizational documents or any applicable indemnification agreement, such Indemnitee shall provide a written undertaking by him or her or on his or her behalf to repay the amount paid or reimbursed if it is ultimately determined that such Indemnitee is not permitted to be indemnified under applicable Law and (iii) assume all obligations of the Company and such Subsidiaries to the Indemnitees in respect of indemnification, advancement of expenses and exculpation from Liabilities for acts or omissions occurring at or prior to the Effective Time as provided in the Company Organizational Documents as in effect on the date of this Agreement or in any agreement in existence as of the date of this Agreement providing for indemnification between the Company or any of its Subsidiaries and any Indemnitee, each of which shall survive the Merger and shall continue in full force and effect in accordance with their terms (it being agreed that after the Closing any such rights applicable to any of the officers or directors of the Company shall be mandatory rather than permissive, if applicable), and Parent shall and shall cause the Surviving Corporation and its Subsidiaries to perform such obligations thereunder. Without limiting the foregoing, Parent, from and after the Effective Time, shall cause, unless otherwise required by Law, the certificate of incorporation and bylaws of the Surviving Corporation to contain provisions no less favorable to the Indemnitees with respect to limitation of liabilities of directors and officers and indemnification than are set forth as of the date of this Agreement in the Company Organizational Documents, which provisions shall not be amended, repealed or otherwise modified in a manner that would adversely in any respect affect the rights thereunder of the Indemnitees.

(b) In the event of any Legal Action (including as may be administrative or investigative) related to the acts or omissions covered under this Section 5.5 (each, a “ Claim ”) (i) Parent and the Surviving Corporation shall cooperate with the Indemnitee and its insurer in the defense of any such Claim and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith and (ii) the Surviving Corporation shall not settle, compromise or consent to the entry of any judgment or otherwise seek termination with respect thereto in any Claim pending or threatened in writing to which any Indemnitee is a party, unless such settlement, compromise, consent or termination includes an effective and enforceable unconditional release of such Indemnitee from all Liability arising out of such Claim or the Indemnitee otherwise consents thereto in writing.

(c) Prior to the Closing, the Company shall use its reasonable best efforts to purchase a “tail” or “runoff” officers’ and directors’ liability insurance policy in respect of acts or omissions occurring prior to the Effective Time covering each such Person currently (and any additional Persons who prior to the Effective Time become) covered by the Company’s officers’ and directors’ liability insurance policy on terms that in all respects, including with respect to coverage, conditions, retentions, deductibles and amounts, are no less favorable for the Company and the Indemnitees covered by such existing policies than those of such policy in effect on the date of this Agreement for the six (6) year period following the Closing (and until such later date as of which any Claim commenced during such six (6) year period shall have been finally disposed of) from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to directors’ and officers’ liability insurance and fiduciary liability insurance and at a price not to exceed three hundred percent (300%) of the amount per annum the Company paid in its last full fiscal year prior to the date of this Agreement (the “ Premium Cap ”). If the Company or Parent obtains prepaid “tail” or “runoff” policies prior to the Effective Time in accordance with this Section 5.5(c) , the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, maintain such policies in full force and effect, without any modifications, for their full term, and continue to honor the obligations thereunder. If the Company fails to purchase such “tail” or “runoff” policy prior to Closing, then either (i) Parent may purchase such “tail” or “runoff” policy on behalf of the Company or the Surviving Corporation or (ii) the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, maintain an officers’ and directors’ liability insurance policy in respect of acts or omissions occurring prior to the Effective Time covering each such person currently covered by the Company’s officers’ and directors’ liability insurance policy on terms that in all respects, including with respect to coverage, conditions, retentions, deductibles and amounts, are no less favorable for the Company and the Indemnitees covered by such existing policies than those of such policy in effect as of the date of this Agreement for a period of six (6) years after the Effective Time (and until such later date as of which any Claim commenced during such six (6) year period shall have been finally disposed of) from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to directors’ and officers’ liability insurance and fiduciary liability insurance; provided , further , that in satisfying its obligation under this Section 5.5(c)(ii) , neither Parent nor the Surviving Corporation shall be obligated to pay annual premiums in excess of three hundred percent (300%) of the Premium Cap and if such premiums for such insurance would at any time exceed

three hundred percent (300%) of the Premium Cap, then Parent or the Surviving Corporation shall cause to be maintained policies of insurance that, in Parent or the Surviving Corporation’s good faith judgment, provide the maximum coverage available at an annual premium equal to three hundred percent (300%) of the Premium Cap.

(d) The covenants contained in this Section 5.5 are intended to be for the benefit of, and shall be enforceable by, each of the Indemnitees and their respective successors, heirs and legal representatives and shall not be deemed exclusive of, or in substitution for, any other rights to which an Indemnitee is entitled, whether pursuant to Law, Contract or otherwise. Parent hereby agrees that the Surviving Corporation is the indemnitor of first resort (i.e., its obligations to the Indemnitees are primary and any obligation of such other Persons to advance expenses or to provide indemnification for the same expenses or liabilities incurred by any such Indemnitee are secondary). The obligations of Parent and the Surviving Corporation under this Section 5.5 shall not be terminated or modified in such a manner as to adversely affect the rights of any Indemnitee to whom this Section 5.5 applies unless (i) such termination or modification is required by applicable Law or (ii) the affected Indemnitee shall have previously and expressly consented in writing to such termination or modification (it being expressly agreed that the Indemnitees to whom this Section 5.5 applies shall be third party beneficiaries of this Section 5.5 ). The provisions of this Section 5.5 shall survive the Offer Closing and the Closing and are intended to be for the benefit of, and enforceable by, each Indemnitee and his or her successors, heirs or legal representatives. The Surviving Corporation shall pay all reasonable expenses, including reasonable documented attorneys’ fees, that may be incurred by any Indemnitee and his or her successors, heirs and legal representatives in enforcing its indemnity and other rights under this Section 5.5 .

(e) In the event that Parent or the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, Parent and the Surviving Corporation shall take all necessary action so that the successors or assigns of Parent or the Surviving Corporation, as the case may be, shall succeed to the obligations set forth in this Section 5.5 .

(f) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or any of its Subsidiaries for any of their respective directors, officers or other employees, it being understood and agreed that the indemnification provided for in this Section 5.5 is not prior to or in substitution for any such claims under such policies.

(g) Parent’s and the Surviving Corporation’s obligations under this Section 5.5 shall continue in full force and effect for a period of six (6) years from the Effective Time; provided , however , that if any Claim (whether arising before, at or after the Effective Time) is brought against an Indemnitee on or prior to the sixth (6th) anniversary of the Effective Time, the provisions of this Section 5.5 shall continue in effect until the full and final resolution of such Claim.

Section 5.6 Reasonable Best Efforts . Upon the terms and subject to the conditions set forth in this Agreement and in accordance with applicable Law, each of the parties to this Agreement shall, and shall cause its Affiliates to, use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to ensure that, as promptly as practicable and in any event prior to the Termination

Date, the Offer Conditions and the conditions set forth in Article VI are satisfied and to consummate the Transactions as promptly as practicable, including by preparing and filing promptly and fully all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents. The terms of this Section 5.6 shall not limit the rights of the Company set forth in Section 5.3 .

Section 5.7 Consents; Filings; Further Action .

(a) Upon the terms and subject to the conditions of this Agreement and in accordance with applicable Law, each of the parties to this Agreement shall use its reasonable best efforts to promptly (i) obtain all approvals, consents, registrations, waivers, permits, authorizations, orders or other confirmations from any Governmental Authority or other Person necessary, proper or advisable to consummate the Transactions , (ii) execute and deliver any additional instruments necessary to consummate the Transactions and (iii) defend or contest in good faith any Legal Action brought by a third party that could otherwise prevent or materially impede, interfere with, hinder or delay the consummation of the Transactions, in the case of each of clauses (i) through (iii), other than with respect to filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, approvals, consents, registrations, permits, authorizations and other confirmations relating to Antitrust and Foreign Investment Laws, which are dealt with in Section 5.7(c) and Section 5.7(d) ; provided , however , that in no event shall any party hereto or any of its Subsidiaries be required to pay prior to the Effective Time any fee, penalty or other consideration or otherwise make any accommodation, commitment or incur any Liability or obligation to any third-party to obtain any consent or approval required for the consummation of the Transactions under any Contract.

(b) In furtherance and not in limitation of the foregoing, the parties to this Agreement shall each use its reasonable best efforts to (i) take all action necessary to ensure that no Takeover Law is or becomes applicable to any of the Transactions and refrain from taking any actions that would cause the applicability of such Laws and (ii) if the restrictions of any Takeover Law become applicable to any of the Transactions, take all action necessary to ensure that the Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise lawfully minimize the effect of such Takeover Law on the Transactions.

(c) Each of the parties hereto agrees: (i) to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and a filing pursuant to the Competition Act with respect to the Transactions within ten (10) Business Days after the date of this Agreement (and all filings or notifications with respect to any other Antitrust and Foreign Investment Laws as promptly as practicable); (ii) to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other applicable Antitrust and Foreign Investment Law; and (iii) to promptly take any and all steps necessary to avoid or eliminate each and every impediment and obtain all clearances and consents under the HSR Act and any other such Antitrust and Foreign Investment Laws that may be required by any Governmental Authority, in each case with competent jurisdiction, so as to enable the parties hereto to consummate the Transactions as soon as

reasonably practicable and in any event prior to the Termination Date. Parent shall not consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Transactions at the behest of any Governmental Authority without the prior written consent of the Company, which shall not be unreasonably withheld or delayed. Without limiting the foregoing, Parent shall promptly take all actions necessary to secure the expiration or termination of any applicable waiting period under the HSR Act and resolve any objections asserted with respect to the Transactions under the Xxxxxxx Act, the Competition Act or any other applicable Law (including any other Antitrust and Foreign Investment Law) raised by any Governmental Authority, in order to prevent the entry of, or to have vacated, lifted or terminated, any Law or Order that would prevent, prohibit, restrict or delay the consummation of the Transactions and to cause the Closing to occur as soon as reasonably practicable and in any event prior to the Termination Date , including (x) (A) selling, licensing, divesting or disposing of or holding separate any entities, assets or businesses of Parent or its Subsidiaries or Affiliates (including, after the Effective Time, the Surviving Corporation or any of its Subsidiaries), (B) terminating, amending or assigning existing relationships or contractual rights or obligations of Parent or its Subsidiaries or Affiliates (including, after the Effective Time, the Surviving Corporation or any of its Subsidiaries), (C) changing or modifying any course of conduct regarding future operations of Parent or its Subsidiaries or Affiliates (including, after the Effective Time, the Surviving Corporation or any of its Subsidiaries), (D) otherwise taking actions that would limit the respective freedom of action of Parent or its Subsidiaries or Affiliates (including, after the Effective Time, the Surviving Corporation or any of its Subsidiaries with respect to, or their ability to retain, one or more of their respective businesses, assets or rights or interests therein, (E) executing settlements, undertakings, consent decrees, stipulations or other agreements with any Governmental Authority or with any other Person and (F) committing to take any such actions in the foregoing clauses (A) through (E) (each, a “ Regulatory Condition ”); provided , however , that notwithstanding anything to the contrary herein, in no event shall Parent or its Subsidiaries or Affiliates (other than the Surviving Corporation and its Subsidiaries) be required to take, or agree to take (and under no circumstances shall the Company or its Subsidiaries or Affiliates take or agree to take, without the express written consent of Parent), any actions, including any Regulatory Condition, that relate to or bind any of Parent’s or its Subsidiaries’ or Affiliates’ businesses, assets, product lines, or other interests other than, in each case, the businesses, assets, product lines or other interests of the Surviving Corporation or any of its Subsidiaries. Subject to the obligations set forth in Section 5.7(d) , Parent shall respond to and seek to resolve as promptly as reasonably practicable any objections asserted by any Governmental Authority with respect to the Transactions. The parties to this Agreement and any of their respective Affiliates shall not take any action with the intention to prevent or materially impede, interfere with, hinder or delay the expiration or termination of any waiting period under the HSR Act or the obtaining of approval of the Federal Trade Commission (the “ FTC ”), the Antitrust Division of the Department of Justice (the “ DOJ ”), the Competition Act or any other approval, consent or notice required under any other applicable Antitrust and Foreign Investment Law as necessary to cause the Closing to occur as soon as reasonably practicable and in any event prior to the Termination Date. Nothing in this Agreement shall require Parent, the Company, or any of their respective Subsidiaries or Affiliates to take or agree to take, or cause to be taken, any action with respect to its assets, business or operations unless the effectiveness of such agreement or action is conditioned upon the Closing.

(d) Parent shall devise and implement the strategy for all filings, notifications, submissions and communications in connection with any filing, notice, petition, statement, registration, submission of information, application or similar filing subject to this Section 5.7 , provided , however , that Parent shall consult with and consider in good faith the views of the Company or its outside legal counsel. In furtherance of the foregoing, each of the parties hereto shall use its reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing or submission with a Governmental Authority in connection with the Transactions and in connection with any investigation, litigation or other inquiry by or before a Governmental Authority relating to the Transactions, including any proceeding initiated by a private Person, (ii) keep the other parties hereto informed in all material respects and on a reasonably timely basis of any material communication received by such party from, or given by such party to, the FTC, the DOJ or any other Governmental Authority and of any material communication received or given in connection with any proceeding by a private Person, in each case regarding any of the Transactions, (iii) subject to applicable Laws relating to the exchange of information, and to the extent reasonably practicable, consult with the other parties hereto with respect to information relating to the other parties hereto and their respective Subsidiaries, as the case may be, that appears in any filing made with, or written materials submitted to, any third Person or any Governmental Authority in connection with the Transactions and (iv) unless prohibited by the applicable Governmental Authority or other Person, give the other parties hereto the opportunity to attend and participate in all meetings and conferences with such Governmental Authority or other Person . Any party may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other parties under this Section 5.7 as “outside counsel only”. Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials. The parties shall take reasonable efforts to share information protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege pursuant to this Section 5.7 so as to preserve any applicable privilege.

(e) Except as expressly contemplated or permitted by this Agreement, Parent shall not take, and shall cause its Subsidiaries not to take, any action, or refrain from taking any action, the effect of which would be to prevent or materially impede, interfere with, hinder or delay the ability of the parties hereto to consummate the Transactions. Without limiting the generality of the foregoing, Parent shall not, and shall cause its Subsidaries not to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any Person or portion thereof, or otherwise acquire or agree to acquire any assets, if the entering into of a definitive agreement relating to or the consummation of such acquisition, merger or consolidation could reasonably be expected to (i) impose any material delay in the obtaining of, or increase the risk of not obtaining, any consent, approval, authorization, declaration, waiver, license, franchise, permit, certificate or order of any Governmental Authority necessary to consummate the Transactions or the expiration or termination of any applicable waiting period, (ii) materially increase the risk of any Governmental Authority entering an Order prohibiting the consummation of the Transactions or (iii) delay the consummation of the Transactions.

Section 5.8 Public Announcements . Subject to the provisions of Section 5.3 , unless and until an Adverse Recommendation Change has occurred, Parent and the Company shall consult with each other before issuing, and give each other the opportunity to review and comment upon, any press release and shall use reasonable best efforts to consult with each other before making any other public statements, in each case, with respect to this Agreement or the Transactions, and shall not issue any such press release or make any such public statement prior to such consultation, except as may be required by applicable Law, Order, court process or the rules and regulations of any national securities exchange or national securities quotation system and except for any matters referred to in, and made in compliance with, Section 5.3 . The parties hereto agree that the initial press release to be issued with respect to the Transactions following execution of this Agreement shall be in the form heretofore agreed to by the parties hereto (the “ Announcement ”). Notwithstanding the forgoing, this Section 5.8 shall not apply to any press release or other public statement, any internal announcements to employees or any disclosures in Company SEC Reports made by the Company or Parent that (a) is consistent with the Announcement and the terms of this Agreement and does not contain any information relating to the Company that has not been previously announced or made public in accordance with the terms of this Agreement, (b) is made in the ordinary course of business and does not relate specifically to the signing of this Agreement or the Transactions or (c) is made in connection with any Adverse Recommendation Change, Takeover Proposal or Intervening Event.

Section 5.9 Fees and Expenses . Except as explicitly provided otherwise in this Agreement, whether or not the Transactions are consummated, all fees, costs and expenses (including those payable to Representatives) incurred by any party to this Agreement or on its behalf in connection with this Agreement and the Transactions and the Related Documents (“ Expenses ”) shall be paid by the party incurring those Expenses.

Section 5.10 Financing .

(a) Each of Parent and Merger Sub shall use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable to arrange, obtain and consummate the Financing on the terms and subject only to the conditions (including the market “flex” provisions) not materially less favorable than those set forth in the Financing Letters as promptly as practicable after the date of this Agreement, including using (and causing its Affiliates to use) reasonable best efforts to (i) subject to this clause (a) and clause (b) below, maintain in full force and effect and comply with the Financing Letters, (ii) negotiate and enter into definitive agreements with respect to the Debt Financing (such agreements, the “ Definitive Financing Agreements ”) on the terms and subject only to the conditions (including the market “flex” provisions) set forth in the Debt Commitment Letter (or on other terms that, with respect to conditionality, are not less favorable, to Parent or Merger Sub than the terms and conditions (including market “flex” provisions) set forth in the Debt Commitment Letter) , in each case, which terms shall not in any material respect expand on the conditions to the funding of the Financing at the Offer Closing and the Closing or reduce the Required Amount of the Financing available to be funded at the Offer Closing and the Closing (other than as contemplated by the Debt Financing Commitments), which Definitive Financing Agreements shall be in effect no later than the Offer Closing, (iii) satisfy on a timely basis (or obtain the waiver of) all conditions and covenants applicable to, and in the control of, Parent and Merger Sub in the Financing Letters and the Definitive Financing Agreements related thereto (including by consummating the Equity Financing at or prior to the Offer Closing on the

terms and subject to the conditions set forth in the Equity Commitment Letter) or, if reasonably necessary or deemed advisable by Parent, seek the waiver of conditions applicable to Parent and Merger Sub contained in such Financing Letters or such Definitive Financing Agreements related thereto, (iv) assuming that all conditions contained in any Financing Letter have been (or would substantially simultaneously be) satisfied, consummate the Financing at or prior to the Offer Closing and cause the lenders and the other Persons committing to fund the Financing to fund the Financing at or prior to the Offer Closing and (v) otherwise comply with Parent’s and Merger Sub’s covenants and other obligations under the Financing Letters and the Definitive Financing Agreements relating to the Financing in all material respects. Parent, Merger Sub and the Guarantor shall not, without the prior written consent of the Company, agree to or permit any termination of or amendment, supplement, replacement or modification to be made to, or grant any waiver of any provision under, the Financing Letters or the Definitive Financing Agreements relating to the Financing if such termination, amendment, supplement, replacement, modification or waiver would (A) reduce the aggregate amount of any portion of the Financing (including by increasing the amount of fees to be paid or original issue discount as compared to the fees and original issue discount contemplated by the Financing Letters on the date of this Agreement unless the Debt Financing or Equity Financing is increased by a corresponding amount) such that the aggregate amount of the Financing would reasonably be expected to be below the amount required to pay the Required Amount (when taken together with the Equity Financing), (B) impose new or additional conditions precedent to the availability of the Financing or otherwise expand, amend or modify any of the conditions precedent to the Financing, in each case in a manner that would or would reasonably be expected to prevent or materially impede, interfere with, hinder or delay the funding of the Financing (or satisfaction of the conditions to the Financing) or the consummation of the Transactions, (C) change the timing of the funding of the Financing thereunder, if such change would make such funding materially less likely to occur when required pursuant to the term of this Agreement or (D) materially and adversely impact the ability of Parent or Merger Sub, as applicable, to enforce its rights against other parties to the Financing Letters or the Definitive Financing Agreements with respect to the Financing (clauses (A) through (D), collectively, the “ Prohibited Modifications ”). For the avoidance of doubt, Parent and Merger Sub shall have the right from time to time to amend, supplement, replace, substitute, terminate or otherwise modify or waive its rights under any Debt Commitment Letter, including without limitation to (1) terminate any Debt Commitment Letter in order to obtain alternative sources of financing in lieu of all or a portion of the Debt Financing or (2) effect any Replacement Commitment Facility (as defined in the Debt Commitment Letter) or add and appoint additional arrangers, bookrunners, underwriters, agents, lenders and similar entities, to provide for the assignment and reallocation of a portion of the financing commitments contained therein and to grant customary approval rights to such additional arrangers and other entities in connection with such appointments; provided that no such amendment, supplement, replacement, substitution, termination, modification or waiver would be reasonably likely to effect a Prohibited Modification. Unless entered into for the purposes set forth in the preceding clause (2), Parent shall promptly deliver to the Company copies of any amendment, termination, modification, supplement, consent or waiver to or under any Financing Letter or the Definitive Financing Agreements relating to the Financing promptly upon execution thereof.

(b) Upon request by the Company, Parent shall keep the Company informed on a reasonably prompt basis and in reasonable detail of the status of its efforts to arrange the Financing and provide to the Company drafts (reasonably in advance of execution) and thereafter complete, correct and executed copies of the material Definitive Financing Agreements for the Financing. Parent and Merger Sub shall give the Company prompt notice of (i) any material breach or default, or any termination, cancellation or repudiation by any party to any of the Financing Letters or definitive documents related to the Financing (including the Definitive Financing Agreements) of which Parent or Merger Sub becomes aware, (ii) the receipt by Parent or Merger Sub of any written notice or other written communication from any Financing source with respect to any (A) material breach or default, or any termination,

cancellation or repudiation by any party to any of the Financing Letters or any definitive document related to the Financing (including the Definitive Financing Agreements) of any provisions of the Financing Letters or any definitive document related to the Financing (including the Definitive Financing Agreements) or (B) material dispute or disagreement between Parent and any Financing source or among any parties to any of the Financing Letters or any definitive document related to the Financing (including the Definitive Financing Agreements), in each case regarding the Financing, and (iii) the occurrence of an event or development that would or would reasonably be expected to adversely impact the ability of Parent or Merger Sub to obtain all or any portion of the Financing necessary to fund the Required Amount on the terms and in the manner contemplated by the Financing Letters; provided that no such notification shall affect any of the representations, warranties, covenants, rights or remedies of, or the conditions to the obligation of, the parties hereunder. As soon as reasonably practicable, but in any event within two (2) Business Days of the date the Company delivers to Parent or Merger Sub a written request, Parent and Merger Sub shall provide any information reasonably requested by the Company relating to any circumstance referred to in the immediately preceding sentence. If any portion of the Debt Financing necessary to fund the Required Amount becomes unavailable on the terms and conditions (including any applicable market “flex” provisions) contemplated by the Debt Commitment Letter, (x) Parent shall promptly notify the Company in writing and (y) Parent and Merger Sub shall (other than as a result of the Company’s material breach of any provision of this Agreement or failure to sa

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