EX-99.1

EX-99.1 6 d420326dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

Execution Version


JPMORGAN CHASE BANK, N.A.		WELLS FARGO BANK, NATIONAL
383 Madison Avenue		ASSOCIATION
New York, New York 10179		WELLS FARGO SECURITIES, LLC
		550 South Tryon Street
		Charlotte, North Carolina 28202


BANK OF AMERICA, N.A.	BNP PARIBAS	HSBC BANK USA,
BOFA SECURITIES, INC.	BNP PARIBAS SECURITIES	NATIONAL ASSOCIATION
One Bryant Park	CORP.	HSBC SECURITIES (USA)
New York, New York 10026	787 Seventh Avenue	INC.
	New York, New York 10019	452 Fifth Avenue
		New York, New York 10018

Highly Confidential

January 28, 2022

TAKE-TWO INTERACTIVE SOFTWARE, INC.

110 West 44th Street

New York, New York 10036

Attn: Strauss Zelnick, Chairman & Chief Executive Officer

Project Zebra

Amended and Restated Commitment Letter

Ladies and Gentlemen:

You have advised JPMorgan Chase Bank, N.A. (“JPMCB”), Wells Fargo Bank, National Association (“WF Bank”), Wells Fargo Securities, LLC (“WF Securities”), Bank of America, N.A. (“Bank of America”), BofA Securities, Inc. (“BofA Securities”), BNP Paribas (“BNP Paribas”), BNP Paribas Securities Corp. (“BNP Securities”), HSBC Bank USA, National Association (“HSBC Bank”) and HSBC Securities (USA) Inc. (“HSBC Securities” and, collectively with JPMCB, WF Bank, WF Securities, Bank of America, BofA Securities, BNP Paribas, BNP Securities and HSBC Bank, the “Commitment Parties,” “we” or “us”) that you propose to effect the transactions described on Annex I hereto including that you intend to obtain a new unsecured bridge loan facility in an aggregate principal amount of $2.70 billion (the “Bridge Facility”), as more fully described in Annex II. Capitalized terms used in this letter agreement (together with the annexes and the other attachments hereto, this “Commitment Letter”) without definition have the meanings given to them in the annexes or the other attachments hereto. All references to “dollars” or “$” in this Commitment Letter are references to United States dollars unless explicitly stated otherwise. This Commitment Letter amends, restates and supersedes in its entirety as of the date hereof that certain commitment letter (the “Original Commitment Letter”) dated as of January 9, 2022 (the “Original Signing Date”), by and among JPMCB and you, and such Original Commitment Letter shall be of no further force or effect; provided that, notwithstanding anything to the contrary herein, (x) JPMCB shall be entitled to the benefits of the indemnification and expense reimbursement provisions of this Commitment Letter as if they were in effect from the Original Signing Date and (y) the confidentiality provisions contained in the Original Commitment Letter shall survive the execution and delivery of this Commitment Letter.

Bridge Commitments.

You have requested that (a) each of JPMCB, WF Bank, Bank of America, BNP Paribas and HSBC Bank commit to provide the portion of the Bridge Facility indicated below to the Borrower, and that JPMCB, WF Securities, BofA Securities and BNP Securities agree to act as an arranger for the Bridge Facility, (b) JPMCB agree to act as administrative agent for the Bridge Facility (in such capacity, the “Bridge Administrative Agent”), (c) JPMCB, WF Securities, BofA Securities and BNP Securities each agree to act as an arranger for any term loan facility and/or revolving credit facility (other than the Bridge Facility) provided to the Borrower or any of its subsidiaries the proceeds of which are used to fund any portion of the Combination or the Refinancing or to refinance in whole or in part the Bridge Facility (any such facility, an “Other Credit Facility” and collectively, the “Other Credit Facilities”)) and (d) JPMCB agree to act as administrative agent for any Other Credit Facility (in such capacity, the “ Other Administrative Agent” and, together with the Bridge Administrative Agent, the “Administrative Agents” and each an “Administrative Agent”).

In connection with the Transactions:

(a)

(i) JPMCB is pleased to advise you of its commitment to provide 35.0% of the Bridge Facility to the Borrower, (ii) WF Bank is pleased to advise you of its commitment to provide 25.0% of the Bridge Facility to the Borrower, (iii) Bank of America is pleased to advise you of its commitment to provide 16.5% of the Bridge Facility to the Borrower, (iv) BNP Paribas is pleased to advise you of its commitment to provide 16.5% of the Bridge Facility to the Borrower and (v) HSBC Bank is pleased to advise you of its commitment to provide 7.0% of the Bridge Facility to the Borrower, in each case upon the terms set forth in this Commitment Letter and subject only to the conditions expressly stated in Annex II hereto (JPMCB, WF Bank, Bank of America, BNP Paribas and HSBC Bank, each in the capacity described in this clause (a) are each referred to individually as an “Initial Lender” and, collectively, as the “Initial Lenders”); and

(b)

JPMCB is pleased to advise you of its agreement to act as Bridge Administrative Agent and, if applicable, Other Administrative Agent.

The obligation of each Initial Lender to provide its commitment in respect of the Bridge Facility is several and not joint with any other Initial Lender. It is understood and agreed that no Commitment Party or affiliate of any Commitment Party is providing any commitment hereunder to provide or arrange any portion of any Other Credit Facility and that any such commitment, if provided would be pursuant to a separate written agreement between such Commitment Party or its applicable affiliate and you. As used herein, the term “Closing Date” shall refer to the date on which the Combination is consummated.

Syndication.

It is agreed that JPMCB, WF Securities, BofA Securities and BNP Securities will act as joint lead arrangers (each in such capacity, the “Arrangers”) and joint bookrunners for the Bridge Facility and any Other Credit Facility and, in consultation with you, JPMCB, WF Securities, BofA Securities and BNP Securities will exclusively manage the syndication of the Bridge Facility and any Other Credit Facility and perform the duties and exercise the authority customarily associated with such roles. In addition, the Arrangers with respect to any Other Credit Facility in the form of an institutional “term B loan” shall include HSBC Securities acting as a joint bookrunner. It is understood and agreed that JPMCB will have “lead left” placement on all marketing materials relating to the Bridge Facility and any Other Credit Facility and will perform the duties and exercise the authority conventionally understood to be associated with such roles, including acting as sole manager of the physical books. It is further agreed that no additional agents, co-agents, arrangers or bookrunners will be appointed and no Lender (as defined below) will receive compensation with respect to the Bridge Facility or any Other Credit Facility outside the terms contained in this Commitment Letter, the amended and restated base fee letter of even date herewith addressed to you providing for, among other things, certain underwriting and other fees relating to the Bridge Facility (the “Base Fee Letter”) (which amends and restates that certain base fee letter, dated as of the Original Signing Date, by and between JPMCB and you (the “Original Base Fee Letter”)) and the amended and restated agency fee letter of even date between you and JPMCB (the “Agency Fee Letter” and, together with the Base Fee Letter, the “Fee Letter”) (which amends and restates that certain agency fee letter, dated as of the Original Signing Date, by and between JPMCB and you (the “Original Agency Fee Letter” and, together with the Original Base Fee Letter, the “Original Fee Letter”)) in order to obtain its commitment to participate in the Bridge Facility or any Other Credit Facility, in each case, unless you and we so agree. It is understood and agreed that JPMCB may perform any of its right and responsibilities as an Arranger through its affiliate J.P. Morgan Securities LLC.

The Arrangers reserve the right, prior to or after the execution of the definitive documentation with respect to the Bridge Facility (the “Financing Documentation”), in consultation with you, to syndicate all or a portion of the commitments of the Initial Lenders in respect of the Bridge Facility and, if applicable, the commitments in respect of any Other Credit Facility to one or more institutions reasonably acceptable, as to the identity of such institutions, to you (but in any event excluding (a) competitors of you, the Target and their respective subsidiaries, and any person controlling or controlled by any such competitor, in each case identified in writing by you at any time to the Arrangers (or, following the Closing Date, to the applicable administrative agent) other than bona fide debt fund affiliates, (b) institutions designated in writing by you at any time on or prior to the Original Signing Date and (c) any affiliates of any such competitors, controlling persons, controlled persons or institutions reasonably identifiable as affiliates solely on the basis of similarity of their names or identified by you in writing to the Arrangers (or, following the Closing Date, to the applicable Administrative Agent) from time to time (it being understood that any update pursuant to clause (a) or clause (c) above, shall not become effective until the third business day following the Arrangers’ or the applicable Administrative Agent’s, as applicable, receipt of such notice, and, in any event, shall not apply retroactively or to any entity that is a Lender or party to a pending trade as of the date of such notice with respect to the Bridge Facility or Other Credit Facility, as applicable), in each case pursuant to this clause (c), other than bona fide fixed income investors or debt funds that are affiliates of competitors described in clause (a) above but not of institutions described in clause (b) above) (the persons described in clauses (a), (b) and (c), collectively, the “Disqualified Lenders”)) that will become parties to the Financing Documentation or the definitive documentation for any Other Credit Facility (the “Lenders”).

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Notwithstanding the Arrangers’ right to syndicate the Bridge Facility and receive commitments with respect thereto except as provided in the second preceding paragraph, unless you agree in your sole discretion in writing to the contrary (x) no Initial Lender will be relieved, released or novated of all or any portion of its obligations or commitments hereunder until the initial funding under the Bridge Facility has occurred, (y) no assignment or novation shall become effective with respect to all or any portion of any Initial Lender’s commitments in respect of the Bridge Facility until the initial funding of the Bridge Facility has occurred and, (z) each Initial Lender shall retain exclusive control over (and shall not directly or indirectly agree to accept direction from, or accept direction from, any third party with respect to) all rights and obligations with respect to its commitment in respect of the Bridge Facility, including all rights with respect to consents, modifications, waivers, supplements and amendments, until the initial funding under the Bridge Facility has occurred. Subject to the foregoing sentence, you agree that any Initial Lender may at any time and from time to time assign all or any portion of its commitments hereunder to one or more of its affiliates (other than any Excluded Party (as defined below)). It is understood and agreed that the list of Disqualified Lenders will be posted to Public Lenders (as defined below) and may be made available to potential assignees and participants on request, in each case, subject to the confidentiality provisions set forth herein, in the applicable Financing Documentation or the applicable definitive documentation for the Other Credit Facility, as applicable.

The Arrangers, in consultation with you but subject to the foregoing, will exclusively manage all aspects of the syndication of the Bridge Facility and any Other Credit Facility, including selection of additional Lenders (subject to the foregoing), determination of when the Arrangers will approach potential additional Lenders, awarding of any naming rights and the final allocations of the commitments in respect of the Bridge Facility and any Other Credit Facility among the additional Lenders. During the Syndication Period (as defined below), you agree to, and, subject to any limitations on your rights set forth in the Merger Agreement, to use commercially reasonable efforts to cause the Target to, actively assist the Arrangers in achieving a timely syndication of the Bridge Facility and any Other Credit Facility that is reasonably satisfactory to the Arrangers and you. To assist the Arrangers in their syndication efforts, until the earlier of (x) the completion of primary syndication of the Bridge Facility (as reasonably determined by JPMCB) and (y) 60 days following the Closing Date (such period, the “Syndication Period”), you agree that you will, subject to any limitations on your rights set forth in the Merger Agreement, (a) prepare and provide, and use your commercially reasonable efforts to cause the Target to prepare and provide, all customary financial and other information as we may reasonably request with respect to you, the Target and the Transactions, including but not limited to financial projections, forward looking information, pro formas, budgets and estimates (such projections, forward looking information, pro formas, budgets and estimates, collectively, the “Projections”), (b) use commercially reasonable efforts to ensure that such syndication efforts benefit from your and the Target’s existing lending relationships, (c) at reasonable times to be mutually agreed by us and you and upon reasonable prior notice, and taking into account any remote working arrangements, make available to prospective Lenders senior management and advisors of you and exercise your commercially reasonable efforts to make available to prospective Lenders senior management and advisors of the Target, (d) host, with the Arrangers, up to one general “bank meeting” with prospective Lenders under the Bridge Facility (which such meetings shall be telephonic or on a virtual meeting platform, unless you agree otherwise), (e) assist the Arrangers in the preparation of a customary confidential information memorandum with respect to the Bridge Facility and other customary marketing materials to be used in connection with the syndication of the Bridge Facility (collectively, the “Information Materials”), and (f) use commercially reasonable efforts to obtain, prior to launch of syndication of the Bridge Facility (which use of commercially reasonable efforts shall not require you to change the terms of such Facility), at your expense, monitored public corporate credit/family ratings of the Borrower and ratings of any Other Credit Facility from Moody’s Investors Service (“Moody’s”) and Standard & Poor’s Ratings Group (“S&P”) and, at the election of the Borrower in its sole discretion), Fitch, Inc. (“Fitch”) (the “Ratings”); provided, that no particular ratings shall be required. For the avoidance of doubt, none of you, the Target or any of your or their respective subsidiaries will be required to provide any information to the extent that the provision thereof would violate any law, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided, further, that to the extent practicable and permitted by law, rule or regulation or such contractual obligation or not resulting in the loss of such privilege, you agree to notify us if information is being withheld pursuant to this sentence (in which case, you agree to use commercially reasonable efforts to have any such contractual obligation waived, and otherwise in all instances, to the extent practicable and not prohibited by applicable law, rule or regulation, promptly notify us that information is being withheld pursuant to this sentence).

Without limiting your obligations to assist with syndication efforts as set forth herein, each Initial Lender and each Arranger agrees that neither the commencement nor completion of such syndications nor the commencement of or obtaining of any credit ratings nor the compliance with any of the other provisions set forth in this “Syndication” section is a condition to their commitments and obligations hereunder in any of their capacities. We acknowledge that the Target is not restricted from incurring debt or liens prior to the Closing Date, except as specifically set forth in the Merger Agreement, and that prior to the Closing Date, the Target is obligated to assist you with respect to the Bridge Facility only to the extent set forth in the Merger Agreement. Your obligations under the Commitment Letter and Fee Letter to use reasonable best efforts or commercially reasonable efforts, as applicable, to cause the Target or its management to take (or to refrain from taking) any action will not require you to (a) take any legal action against the Target or its management under the Merger Agreement, (b) take any other action that is in contravention of the terms of the Merger Agreement or (c) terminate the Merger Agreement.

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You acknowledge that (a) the Arrangers on your behalf will make available Information Materials to the proposed syndicate of Lenders by confidentially posting the Information Materials on IntraLinks or another similar electronic system and (b) certain prospective Lenders (such Lenders, “Public Lenders”; all other Lenders, “Private Lenders”) may have personnel that do not wish to receive material information (within the meaning of the United States federal securities laws) that is not publicly available to current or prospective holders of your or the Target’s or any of your or the Target’s respective subsidiaries’ and affiliates’ securities (“MNPI”). At our request, you agree to prepare or cause to be prepared a version of the Information Materials to be used in connection with the syndication that does not contain MNPI. In addition, unless specifically labeled “Public Investor Information,” the Arrangers shall be entitled to treat such information, documentation or other data disseminated to prospective Lenders in connection with the syndication of the Bridge Facility, whether through an IntraLinks or a similar electronic system, in presentations at meetings or otherwise, as containing MNPI. It is understood that customary language exculpating you, the Target, the Arrangers and your and their respective subsidiaries and affiliates from all liability related to the use or misuse of the Information Materials will be included in the Information Materials. It is further understood and agreed that a customary authorization letter will be included in the Information Materials which shall (i) contain a representation substantially in the form of the first sentence under the section titled “Information” below and (ii) with respect to Information Materials to be distributed to Public Lenders, contain a representation that such materials do not contain MNPI and are otherwise suitable for distribution to Public Lenders.

You agree that the Arrangers on your behalf may distribute the following documents to all prospective Lenders, unless you advise the Arrangers in writing (including by email) within a reasonable time prior to their intended distributions that such material should only be distributed to prospective Private Lenders: (a) historical financial statements of the Borrower and the Target, (b) administrative materials for prospective Lenders such as lender meeting invitations and funding and closing memoranda, (c) notifications of changes to the terms of the Bridge Facility and any Other Credit Facility and (d) other materials intended for prospective Lenders after the initial distribution of the Information Materials, including drafts and final versions of term sheets and definitive documents with respect to the Bridge Facility and any Other Credit Facility. If you advise us that any of the foregoing items should be distributed only to Private Lenders, then the Arrangers will not distribute such materials to Public Lenders without further discussions with you.

Information.

You hereby represent and warrant (with respect to any Information (as defined below) relating to the Target and its subsidiaries, to the best of your knowledge) that (a) all written information (other than the Projections and other forward-looking information and information of a general economic or industry nature) that has been or will be made available to us by you or any of your representatives at your direction and on your behalf in connection with the Transactions (such non-excluded items, the “Information”), when taken as a whole and after giving effect to all supplements thereto, is and will be complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in each case in light of the circumstances under which such statements are made, not materially misleading and (b) the Projections that have been or will be made available to us by you or any of your representatives at your direction and on your behalf in connection with the Transactions have been and will be prepared in good faith based upon assumptions believed by you to be reasonable at the time of delivery thereof (it being understood and agreed that the Projections are not to be viewed as facts, the Projections are subject to significant uncertainties and contingencies, many of which are beyond your control, no assurance can be given that any particular Projections will be realized and that actual results during the period or periods covered by the Projections may differ from projected results, and such differences may be material). You agree that if at any time during the Syndication Period you become aware that any of the representations in the preceding sentence would be incorrect in any material respect, if the Information and Projections were being furnished, and such representations were being made, at such time, then you will promptly supplement, or, with respect to any Information relating to the Target or Projections based upon Information relating to the Target, use your commercially reasonable efforts (subject to any limitations on your rights set forth in the Merger Agreement) to cause to be supplemented, the Information and/or Projections, as applicable, so that such representations will be correct in all material respects (with respect to any Information relating to the Target, to the best of your knowledge) at such time. In issuing the commitments hereunder and in arranging and syndicating the Bridge Facility, we are and will be using and relying on the Information without independent verification thereof.

Notwithstanding the foregoing, each Initial Lender and each Arranger agrees that neither the making after the date hereof nor the accuracy of any representation and warranty set forth in the immediately preceding paragraph, nor the delivery of any Information, Projections or any supplement thereto (except as expressly stated in the section of this Commitment Letter titled “Conditions” and Annex III hereto), is a condition to their commitments and obligations hereunder in any of their capacities. For the avoidance of doubt, the only financial statements and projections that shall be required to be delivered as a condition to the initial funding of the Bridge Facility shall be those expressly described in numbered paragraph 9 of Annex III hereto.

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Compensation.

As consideration for the commitments of the Initial Lenders hereunder with respect to the Bridge Facility and the agreement of the Arrangers to structure, arrange and syndicate the Bridge Facility, you agree to pay, or cause to be paid, the fees set forth in the Bridge Term Sheet and the Fee Letter. Once paid, such fees shall not be refundable under any circumstances unless otherwise separately and expressly agreed in writing.

Conditions.

The commitments of the Initial Lenders hereunder with respect to the initial funding of the Bridge Facility are subject only to the satisfaction (or waiver by the Initial Lenders in their sole discretion) of the conditions expressly set forth in Annex II and Annex III to this Commitment Letter. Notwithstanding anything in this Commitment Letter to the contrary, upon satisfaction (or waiver by the Initial Lenders in their sole discretion) of such conditions, the initial funding of the Bridge Facility shall occur; it being understood that there are no conditions (implied or otherwise) to the commitments hereunder, including compliance with the terms of this Commitment Letter, the Fee Letter or the Financing Documentation, other than those that are expressly stated or referred to in this paragraph.

Notwithstanding anything in this Commitment Letter, the Fee Letter, the Financing Documentation or any other letter agreement or other undertaking concerning the financing of the Transactions to the contrary, (a) the only representations and warranties the making and accuracy of which shall be a condition to the availability of the Bridge Facility on the Closing Date shall be (i) such of the representations made by the Target in the Merger Agreement as are material to the interests of the Initial Lenders, but only to the extent that you or your affiliates have the right (taking into account any applicable cure periods) to terminate your and your affiliates’ obligations (or refuse to consummate the Combination) under the Merger Agreement or not to close thereunder as a result of the failure of such representations and warranties to be true and correct, in each case, without liability to you or your affiliates (the “Merger Agreement Representations”) and (ii) the Specified Representations (as defined below) made by the Loan Parties in the Financing Documentation and (b) the terms of the Financing Documentation shall be in a form such that they do not impair availability of the Bridge Facility on the Closing Date, if the conditions expressly stated in this section of this Commitment Letter (including those set forth on Annex III hereto) are satisfied (or waived by the Initial Lenders in their sole discretion). Those matters that are not covered by the provisions of this Commitment Letter, the Bridge Term Sheet or the Fee Letter are subject to the approval and agreement of the Arrangers and you; provided that such approvals and agreements shall be in a manner that is consistent with the Bridge Term Sheet and customary and appropriate for transactions of this type consistent with the “Documentation” paragraph in Annex II hereto, in the case of the Bridge Facility. For purposes hereof, “Specified Representations” means the representations and warranties of the Loan Parties in the Financing Documentation relating to organizational power and authority (solely as to execution, delivery and performance of the applicable Financing Documentation); the due authorization, execution, delivery and enforceability of the Financing Documentation; no conflicts with the Loan Parties’ organizational documents as a result of the incurrence of the loans by the Borrower under the Bridge Facility and the provision of the guarantees by the Loan Parties under the Bridge Facility; solvency of the Borrower and its subsidiaries on a consolidated basis on the Closing Date pursuant to Annex III, Section 5, after giving effect to the Transactions (in the form of the solvency certificate attached as Exhibit A to Annex III to this Commitment Letter); the incurrence of the loans under the Bridge Facility and the use of proceeds thereof not violating Federal Reserve margin regulations, and sanctions (including OFAC), anti-corruption laws (including FCPA) and anti-terrorism laws (including the Patriot Act); the Investment Company Act. This paragraph is referred to herein as the “Conditions Limitation Provision.”

Clear Market.

During the Syndication Period, you will (and will use commercially reasonable efforts, in all instances not in contravention of the terms of the Merger Agreement, to ensure that the Target will) ensure that there are no competing issuances of debt securities or commercial bank or other credit facilities (excluding, for the avoidance of doubt, (a) the Bridge Facility, (b) any Other Credit Facility of the Borrower in lieu of or to refinance a portion of the Bridge Facility, (c) intercompany indebtedness, capital leases, letters of credit, performance bonds, surety bonds, working capital indebtedness, receivables financing arrangements, foreign credit lines or, in each case, other similar lines of credit, in each case, in the ordinary course of business, (d) indebtedness incurred by the Target under the Existing Target Credit Agreement, (e) indebtedness incurred by you under the Existing Parent Credit Agreement, (f) any debt securities of the Borrower to finance the Transactions or to refinance the Bridge Facility, (g) any indebtedness of the Target and its subsidiaries permitted to remain outstanding or to be incurred prior to the Closing Date pursuant to the terms of the Merger Agreement as in effect on the Original Signing Date, (h) any other financing agreed by the Arrangers and (i) the Existing Notes and the Capped Calls) for you, the Target or any of your or its respective subsidiaries announced or placed without the prior written consent of the Commitment Parties if the announcement or placement of such debt securities or syndicated commercial bank or other syndicated credit facilities would reasonably be expected to have a material detrimental effect upon the primary syndication of the Bridge Facility.

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Limitation on Liability; Indemnity and Expenses.

a) Limitation on Liability.

None of (x) the Commitment Parties nor (y) any of their respective affiliates (including, without limitation, controlling persons) or any of the directors, officers, employees, advisors, representatives and agents of the foregoing (each person referred to in this clause (y), a “Related Person” and, together with the Commitment Parties, the “Commitment Party Related Persons”) shall have any liability (whether direct or indirect, in contract, tort, equity or otherwise) arising out of, related to or in connection with any aspect of this Commitment Letter, the Original Commitment Letter, the Fee Letter, the Original Fee Letter, the Bridge Facility, any Other Credit Facility or any of the Transactions, except to the extent of direct (as opposed to special, indirect, consequential or punitive) damages determined in a final judgment not subject to further appeal by a court of competent jurisdiction to have resulted from such Person’s gross negligence, bad faith or willful misconduct or material breach of this Commitment Letter, the Original Commitment Letter or the Financing Documentation. No Commitment Party Related Person or other party hereto shall be responsible to any other Commitment Party Related Person or party hereto for any special, indirect, consequential or punitive damages which may be alleged as a result of this Commitment Letter, the Original Commitment Letter or the financing and other transactions contemplated hereby; provided that nothing in this paragraph shall limit your indemnity and reimbursement obligations set forth in the following paragraph to the extent such special, indirect, consequential or punitive damages are included in any claim by a third party unaffiliated with us. It is further agreed that the Commitment Parties shall have liability only to you (as opposed to any other person), and that each person constituting an Initial Lender shall be liable solely in respect of its own commitment to the Bridge Facility on a several, and not joint, basis with any other person constituting an Initial Lender. Notwithstanding any other provision of this Commitment Letter or the Original Commitment Letter, no Commitment Party Related Person shall be liable for any damages arising from the use by others of information or other materials obtained through electronic telecommunications or other information transmission systems, other than for direct or actual damages to the extent resulting from the gross negligence, bad faith or willful misconduct of such Commitment Party Related Person as determined by a final judgment not subject to further appeal of a court of competent jurisdiction.

b) Indemnity and Expenses.

By your acceptance below, you hereby agree to indemnify and hold harmless the Commitment Parties and their respective Related Persons (collectively, the “Indemnified Persons”, but excluding as “Related Persons” and “Indemnified Persons” any Related Person of any Commitment Party to the extent acting as a financial advisor to you or the Target in connection with the Transactions (any such person to the extent acting in such capacity, an “Excluded Party”)) from and against any and all losses, claims, damages and liabilities that arise out of or in connection with this Commitment Letter, the Original Commitment Letter, the Fee Letter, the Original Fee Letter, the Bridge Facility, any Other Credit Facility or any of the Transactions or the providing or syndication of the Bridge Facility or any Other Credit Facility (or the actual or proposed use of the proceeds thereof or any actions or other proceedings commenced or threatened in respect thereof) (collectively, “Losses”), and to reimburse each Indemnified Person promptly upon its written demand (together with reasonably detailed backup documentation supporting such reimbursement request) for all reasonable and documented out-of-pocket costs and expenses incurred by any Indemnified Person in connection with investigating, preparing to defend or defending against, or participating in, any such proceedings or actions (limited, in the case of legal expenses, to the reasonable and documented expenses of one counsel for all Indemnified Persons taken as a whole and one firm of local counsel in each appropriate jurisdiction (which may include a single firm of counsel acting in multiple jurisdictions), in each case for all Indemnified Persons taken as a whole (and, in the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict informs you of such conflict, of one other firm of counsel for such affected Indemnified Persons taken as a whole and one other firm of local counsel in each appropriate jurisdiction (which may include a single firm of counsel acting in multiple jurisdictions) for such affected Indemnified Persons taken as a whole) (collectively, “Expenses”); provided that you shall have no obligation to indemnify and hold harmless any Indemnified Person for any Losses, or reimburse any Indemnified Person for any Expenses (and each Indemnified Person, by accepting the benefits hereof, agrees to promptly refund or return any indemnity or reimbursement received hereunder to the extent it is later determined by a final judgment not subject to further appeal of a court of competent jurisdiction that such Indemnified Person is not entitled thereto) to the extent such Losses or the Losses underlying such Expenses are determined by a final judgment not subject to further appeal of a court of competent jurisdiction (i) to have resulted from the gross negligence, bad faith, willful misconduct or a material breach of obligations under this Commitment Letter or the Original Commitment Letter by such Indemnified Person or any of its Related Persons or (ii) to have resulted from claims among Indemnified Persons not involving an act or omission by you or any of your affiliates or the Target and other than any such losses, claims, costs, expenses, damages or liabilities against any Indemnified Person solely in its capacity or in fulfilling its role as an agent or arranger or similar role for the Bridge Facility (but subject to clause (i) above). In the case of any Losses or Expenses to which the indemnity and reimbursement obligations in this paragraph applies, such indemnity and reimbursement obligations shall be effective whether or not such investigation, action or proceeding is brought by you, your equity holders or creditors or an Indemnified Person, whether or not an Indemnified Person is otherwise a party thereto and whether or not any aspect of the Commitment Letter, the Original Commitment Letter, the Fee Letter, the Original Fee Letter, the Bridge Facility, any Other Credit Facility or any of the Transactions is consummated. You shall not, without the prior written consent of any Indemnified Person (which consent shall not be unreasonably withheld, delayed or conditioned), effect any settlement of any pending or threatened proceeding in respect of which such Indemnified

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Person is a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement (x) includes an unconditional release of such Indemnified Person from all liability or claims that are the subject matter of such proceeding and (y) does not include a statement as to or an admission of fault or culpability by or on behalf of such Indemnified Person. In addition, if and only if the Closing Date occurs, you hereby agree to reimburse us at the Closing Date for all reasonable and documented out-of-pocket costs and expenses (limited, in the case of legal expenses, to the reasonable and documented legal fees and expenses of a single primary counsel for the Commitment Parties taken as a whole and, if necessary, one firm of local counsel in each appropriate jurisdiction (which may include a single firm of counsel acting in multiple jurisdictions) for the Commitment Parties taken as a whole), and printing, reproduction, document delivery, travel and communication and marketing costs incurred in connection with the syndication and execution of the Bridge Facility, and the preparation, review, negotiation, execution and delivery of this Commitment Letter, the Original Commitment Letter, the Fee Letter, the Original Fee Letter and the Financing Documentation. For the avoidance of doubt, no Indemnified Person shall be entitled to indemnification pursuant to this paragraph for income or similar taxes imposed on the fees it receives pursuant to this Commitment Letter or the Fee Letter, and any obligation to gross-up the payment of any such fees in respect of taxes shall be governed by the Fee Letter. You acknowledge that we may receive a benefit, including without limitation, a discount, credit or other accommodation, from any of such counsel based on the fees such counsel may receive on account of their relationship with us including, without limitation, fees paid pursuant hereto.

Confidentiality.

You agree that neither the existence of this Commitment Letter, the Original Commitment Letter, the Fee Letter or the Original Fee Letter nor any of their contents shall be disclosed by you or any of your affiliates, directly or indirectly, to any other person, without the prior written consent of the Commitment Parties (such consent not to be unreasonably withheld, conditioned or delayed) except (a) as may be compelled in any legal, judicial or administrative proceeding or as otherwise required by law, rule or regulation (including in any Form 8-K, Form S-4 or proxy statement required to be filed in connection with the transactions contemplated hereby) or as requested by a governmental agency or authority (in which case you agree to the extent permitted by law, to inform us promptly thereof), (b) to your subsidiaries and to your and their respective directors, officers, employees, affiliates, agents and advisors, legal counsel and accountants, in each case on a confidential and “need-to-know” basis and only in connection with the Transactions, (c) in any syndication or other marketing material in connection with the Bridge Facility or any Other Credit Facility or in connection with any public release or filing relating to the Transactions, (d) to Moody’s, S&P and Fitch in connection with the Transactions, (e) in connection with protecting or enforcing your rights hereunder or under the Original Commitment Letter, the Fee Letter or the Original Fee Letter or defending any claim brought hereunder or under the Original Commitment Letter, the Fee Letter or the Original Fee Letter and (f) to the extent that such information becomes publicly available other than by reason of disclosure in violation of this agreement by you (but, in the case of clauses (c) and (d), not the Fee Letter, the Original Fee Letter or the contents thereof other than the existence thereof and the contents thereof as part of the projections, pro forma information and a generic disclosure of aggregate sources and uses to the extent customary in marketing materials and other disclosures). In addition, this Commitment Letter, the Original Commitment Letter and, to the extent the amounts and percentages of the fees and other economic terms have been customarily redacted for transactions of this type, the Fee Letter and the Original Fee Letter may be disclosed to the Target and its directors, officers, employees, affiliates, members, partners, agents and advisors, legal counsel and accountants, in each case on a confidential and “need-to-know” basis and only in connection with the Transactions. This paragraph shall automatically terminate (other than with respect to the Fee Letter, the Original Fee Letter and the contents thereof) on the second anniversary of the Original Signing Date.

The Commitment Parties shall use all confidential information provided to them by or on behalf of you hereunder solely for the purpose of providing the services which are the subject of this Commitment Letter and otherwise in connection with the Transactions and shall treat confidentially all such information; provided, however, that nothing herein shall prevent any Commitment Party from disclosing any such information (a) pursuant to the order of any court or administrative agency or in any pending legal or administrative proceeding, or otherwise as required by applicable law or compulsory legal process (in which case the Commitment Parties agree to use commercially reasonable efforts to inform you promptly thereof prior to such disclosure to the extent not prohibited by law, rule or regulation (except with respect to any audit or examination conducted by bank accountants or any self-regulatory authority or governmental or regulatory authority exercising examination or regulatory authority)), (b) upon the request or demand of any regulatory authority having jurisdiction over the Commitment Parties or any of their respective affiliates, (c) to the extent that such information becomes publicly available other than by reason of disclosure in violation of this agreement by such Commitment Party or its Related Persons, (d) to the Commitment Parties’ respective affiliates and their and such affiliates’ respective directors, officers, employees, affiliates, members, partners, stockholders, agents and advisors, legal counsel and accountants, employees, legal counsel, independent auditors and other experts, agents or representatives who need to know such information in connection with the Transactions and are informed of the confidential nature of such information and are directed to comply with the provisions of this paragraph (and each Commitment Party shall be responsible for compliance by such affiliates, directors, officers, partners, stockholders, employees, legal counsel, independent auditors and other experts, agents or representatives with the provisions of this paragraph), (e) for purposes of establishing a “due diligence” defense, (f) to the extent that such information is received by the Commitment Parties from a third party that is not to the Commitment Parties’ knowledge subject to confidentiality obligations to you, (g) to the extent that such information is independently developed by the Commitment Parties without the use of any other confidential information provided by you or on your behalf, (h) to potential Lenders, participants or assignees (in each case, other than a Disqualified Lender) who agree to be bound by the terms of this paragraph (or language substantially similar to this paragraph or as otherwise reasonably acceptable to you and each Commitment Party, including as

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may be agreed in any confidential information memorandum or other marketing material or in accordance with the standard syndication processes of such Commitment Party), (i) to any direct or indirect contractual counterparty to any derivative product (other than a Disqualified Lender) who agree to be bound by the terms of this paragraph (or language substantially similar to this paragraph or as otherwise reasonably acceptable to you and each Commitment Party, including as may be agreed in any confidential information memorandum or other marketing material or in accordance with the standard syndication processes of such Commitment Party) and (j) to Moody’s, S&P and Fitch in connection with obtaining the Ratings. For the avoidance of doubt, after the Closing Date (or the closing date of any Other Credit Facility), the Commitment Parties may disclose the existence of the Bridge Facility (or such Other Credit Facility) to market data collectors and similar service providers to the lending industry in connection with the administration and management of the Bridge Facility or any such Other Credit Facility. This paragraph shall automatically terminate and be superseded by the confidentiality provisions in the Financing Documentation relating to the Bridge Facility on the Closing Date, and in any event shall terminate on the second anniversary of the Original Signing Date.

Other Services.

You acknowledge that each Commitment Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which you may have conflicting interests regarding the transactions described herein and otherwise. You and we acknowledge and agree that (a) no Commitment Party has any obligation to use in connection with the transactions contemplated by this Commitment Letter, or to furnish to you, confidential information obtained from other companies and (b) no confidential information provided by you will be furnished to such other companies in violation of the provisions titled “Confidentiality” above and will be furnished solely for the purposes described therein.

You further acknowledge that each Commitment Party, together with its affiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities and hedging activities as well as providing investment banking and other financial services. In the ordinary course of business, each Commitment Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, you and other companies with which you may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Commitment Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion.

In connection with all aspects of each transaction contemplated by this Commitment Letter, you acknowledge and agree that: (a)(i) the arranging and other services described herein regarding the Bridge Facility and any Other Credit Facility are arm’s-length commercial transactions between you and your affiliates, on the one hand, and the Commitment Parties on the other hand, (ii) the Commitment Parties are not providing you with any legal, accounting, regulatory or tax advice and you have consulted your own legal, accounting, regulatory and tax advisors to the extent you have deemed appropriate, and (iii) you are capable of evaluating, and understand and accept, the terms, risks and conditions of the transactions contemplated hereby; (b)(i) each of the Commitment Parties has been, is, and will be acting solely as a principal and, except as otherwise expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for you, any of your affiliates or any other person or entity and (ii) no Commitment Party has any obligation to you or your affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein; and (c) the Commitment Parties and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from yours and those of your affiliates, and no Commitment Party has any obligation to disclose any of such interests to you or your affiliates. You agree not to assert any claims against the Commitment Parties based on any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated by this Commitment Letter.

In addition, please note that J.P. Morgan Securities LLC has been retained by you as a buy-side financial advisor (in such capacity, “Financial Advisor”) in connection with the Transactions. You agree to such retention, and further agree not to assert any claim you might allege based on any actual or potential conflicts of interest that might be asserted to arise or result from, on the one hand, the engagement of a Financial Advisor, and on the other hand, our and our affiliates’ relationships with you as described and referred to herein.

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Governing Law, Etc.

This Commitment Letter and the commitment of the Lenders shall not be assignable by you without the prior written consent of the Commitment Parties, and any purported assignment without such consent shall be void. Except as set forth below, this Commitment Letter and the commitment of the Commitment Parties shall not be assignable by us without your prior written consent (in your sole discretion) and any such assignment shall be void (other than an assignment of the commitments in accordance with the section of this Commitment Letter above titled “Syndication”; it being acknowledged that any such syndication shall not relieve the Commitment Parties of their respective commitments hereunder and obligations to fund the Bridge Facility on the Closing Date as provided herein). Subject to the limitations set forth in the section of this Commitment Letter above titled “Syndication,” we reserve the right to employ the services of our affiliates in providing services contemplated by this Commitment Letter and to allocate, in whole or in part, to our affiliates certain fees payable to us in such manner as we and our affiliates may agree in our sole discretion.

This Commitment Letter, the Base Fee Letter and the Agency Fee Letter (with respect to the parties thereto) constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. No party has been authorized by any Commitment Party to make any oral or written statements or agreements that are inconsistent with this Commitment Letter, the Base Fee Letter or the Agency Fee Letter. This Commitment Letter may not be amended or any provision hereof waived or modified except by an instrument in writing signed by us and you. This Commitment Letter may be executed in any number of counterparts (and by different parties hereto in different counterparts), each of which shall be an original and all of which, when taken together, shall constitute one agreement. Delivery of an executed counterpart of a signature page of this Commitment Letter by facsimile transmission or electronic .pdf transmission shall be effective as delivery of a manually executed counterpart of this Commitment Letter. For purposes hereof, the words “execution,” “execute,” “executed,” “signed,” “signature” and words of like import shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formulations on electronic platforms, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transaction Act.

Headings are for convenience of reference only and shall not affect the construction of, or be taken into consideration when interpreting, this Commitment Letter. This Commitment Letter is intended to be for the benefit of the parties hereto and is not intended to confer any benefits upon, or create any rights in favor of, and may not be relied on by, any persons other than the parties hereto, the Lenders and, with respect to the indemnification provided under the heading “Limitation on Liability; Indemnity and Expenses,” each Commitment Party Related Person and Indemnified Person.

This Commitment Letter shall be governed by, and construed in accordance with, the laws of the State of New York without regard to principles of conflicts of law to the extent that the application of the laws of another jurisdiction are required thereby; provided, that (a) the interpretation of the definition of Company Material Adverse Effect (as defined in the Merger Agreement) (and whether or not such a Company Material Adverse Effect has occurred), (b) the determination of the accuracy of any Merger Agreement Representations and whether as a result of any inaccuracy of any Merger Agreement Representation there has been a failure of a condition to funding the Bridge Facility and (c) the determination of whether the Combination has been consummated in accordance with the terms of the Merger Agreement shall, in each case, be governed by, and construed in accordance with, the laws set forth in Section 10.4 of the Merger Agreement. Any right to trial by jury with respect to any claim or action arising out of this Commitment Letter, the Original Commitment Letter, the Fee Letter or the Original Fee Letter is hereby waived. You and we hereby submit to the exclusive jurisdiction of the federal courts (or, if such federal courts do not have jurisdiction over such matter, New York state courts) located in The City and County of New York, Borough of Manhattan (and appellate courts thereof) in connection with any dispute related to this Commitment Letter, the Original Commitment Letter, the Fee Letter, the Original Fee Letter or any of the matters contemplated hereby or thereby, and agree that service of any process, summons, notice or document by registered mail addressed to you or us shall be effective service of process against you or us for any suit, action or proceeding relating to any such dispute, and agree, subject to the last sentence of this paragraph, not to commence or support any suit, action or proceeding in any other court. You and we irrevocably and unconditionally waive any objection to the laying of such venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding has been brought in an inconvenient forum. Each of the parties hereto agrees that a final judgment in any such suit, action or proceeding may be enforced in any other jurisdiction by suit on the judgment or in any other manner provided by law.

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Each of the parties hereto agrees that (a) this Commitment Letter is a binding and enforceable agreement (subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or law)) with respect to the subject matter contained herein, including an agreement to negotiate in good faith the Financing Documentation by the parties hereto in a manner consistent with this Commitment Letter and the Fee Letter, it being acknowledged and agreed that the committed funding provided hereunder is subject solely to the satisfaction (or waiver by the Initial Lenders in their sole discretion) of the conditions expressly stated in the section titled “Conditions” of this Commitment Letter and Annex III hereto and (b) the Fee Letter is a binding and enforceable agreement (subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or law)) of the parties thereto with respect to the subject matter set forth therein.

Patriot Act.

We hereby notify you that pursuant to the requirements of the USA Patriot Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the “Patriot Act”) and 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”), we and the other Lenders may be required to obtain, verify and record information that identifies the Loan Parties, which information includes the name, address and tax identification number and other information regarding them that will allow us or such Lender to identify them in accordance with the Patriot Act and the Beneficial Ownership Regulation. This notice is given in accordance with the requirements of the Patriot Act and the Beneficial Ownership Regulation and is effective as to us and the Lenders.

Miscellaneous.

Please indicate your acceptance of the terms of this Commitment Letter and the Fee Letter by returning to us executed counterparts of this Commitment Letter and the Fee Letter prior to 11:59 p.m., New York City time, on the date hereof (the “Signing Date”). Thereafter, the commitments and agreements of the Commitment Parties with respect to the Bridge Facility will terminate on the earliest to occur of (w) the fifth Business Day following the Termination Date (as defined in the Merger Agreement as in effect on the Original Signing Date but without giving effect to any extension of such date to a date beyond January 9, 2023) if the Closing Date has not occurred prior to such date, (x) the termination of the Merger Agreement in accordance with its terms prior to the consummation of the Combination and (y) the occurrence of the Closing Date if no portion of the Bridge Facility is utilized on the Closing Date. The engagement of the Commitment Parties with respect to Other Credit Facilities shall terminate on the first date on which the commitments in respect of the Bridge Facility under this Commitment Letter have terminated in full and there are no outstanding commitments or loans under the Bridge Facility. The compensation, confidentiality, indemnification, governing law and forum provisions (and, if the Closing Date occurs prior to the expiration of the Syndication Period, the provisions relating to accuracy of information and syndication assistance and the provisions under the heading “Clear Market”) in this Commitment Letter and the provisions of the Fee Letter shall survive termination of any or all of the commitments of the Initial Lenders hereunder; provided that your obligations under this Commitment Letter with respect to (x) the Bridge Facility, other than with respect to assistance to be provided in connection with the initial syndication of the Bridge Facility, accuracy of information and with respect to confidentiality of this Commitment Letter and the Fee Letter and with respect to the provisions under the heading “Clear Market,” shall, to the extent covered by the provisions of the Financing Documentation, automatically terminate and be superseded by such provisions of the Financing Documentation upon the initial funding thereunder, and you shall automatically be released from all liability in connection therewith at such time and (y) with respect to any Other Credit Facility, other than with respect to assistance to be provided in connection with the initial syndication of such Other Credit Facility, accuracy of information and with respect to confidentiality of this Commitment Letter, the Original Commitment Letter, the Fee Letter and the Original Fee Letter and with respect to the provisions under the heading “Clear Market,” shall, to the extent covered by the provisions of the definitive documentation for such Other Credit Facility, automatically terminate and be superseded by such provisions of such definitive documentation upon the initial funding thereunder, and you shall automatically be released from all liability in connection therewith at such time. Any Commitment Party may by written notice to you prior to the Closing of any Other Credit Facility terminate its obligations as an arranger or administrative agent for such Other Credit Facility. You may terminate the commitments of the Initial Lenders under this Commitment Letter (in whole or in part, including on a non-pro rata basis across the Bridge Facility; provided that any such commitment termination will reduce the commitments of each Initial Lender in respect of the Bridge Facility on a pro rata basis) at any time.

[Signature Pages Follow]

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


Very truly yours,

JPMORGAN CHASE BANK, N.A.

By:		/s/ Daglas Panchal
		Name: Daglas Panchal
		Title: Executive Director