Contract analysis

Section 1. Reference and Definitions This Fee Letter is entered into in connection with, and forms an integral part of, the Commitment Letter dated as of May 27, 2022 between VHG and Crescent Harbor Bank, N.A. The Commitment Letter sets forth, among other things, the commitment of Crescent Harbor to provide, arrange, and syndicate the Facility on the terms and subject to the conditions set forth in the Commitment Let

Section 2. Arrangement Fee (a) Amount. VHG shall pay to Crescent Harbor Bank, N.A., in its capacity as Lead Arranger and Bookrunner for the Facility, an arrangement fee (the "Arrangement Fee") in an amount equal to 0.50% of the aggregate principal amount of the Facility. Based on the aggregate principal amount of $700,000,000, the Arrangement Fee shall be $3,500,000. The Arrangement Fee is a fee payable solely to Cre

Section 3. Administrative Agent Fee (a) Amount. VHG shall pay to Crescent Harbor Bank, N.A., in its capacity as Administrative Agent under the Credit Agreement, an annual administrative agent fee (the "Administrative Agent Fee") in the amount of $150,000 per annum. The Administrative Agent Fee is payable in consideration for the performance by Crescent Harbor of its duties and obligations as Administrative Agent unde

Section 4. Original Issue discount (OID) (a) Amount and Application. The Term Loan B under the Facility shall be issued at a price of 99.00% of par value, reflecting an original issue discount of 1.00% of the aggregate principal amount of the Facility (the "OID"). Based on the aggregate principal amount of $700,000,000, the dollar amount of the OID shall be $7,000,000. As a result of the OID, the net funding amount t

Section 5. No Other Fees or Compensation Except for (a) the Arrangement Fee described in Section 2 of this Fee Letter, (b) the Administrative Agent Fee described in Section 3 of this Fee Letter, (c) the OID described in Section 4 of this Fee Letter, and (d) expenses and indemnification obligations of VHG as set forth in the Commitment Letter and in the Credit Agreement (including without limitation reimbursement of r

Section 6. Confidentiality (a) General Obligation. This Fee Letter, its terms, and the contents hereof (including without limitation the amounts of the Arrangement Fee, the Administrative Agent Fee, the OID, and all other financial and economic terms set forth herein) are strictly confidential and proprietary to the parties hereto and shall not be disclosed by either party to any person other than as expressly set fo

Section 7. Amendments and Waivers This Fee Letter may not be amended, modified, supplemented, or restated, and no provision hereof may be waived, except by a written instrument signed by each of VHG and Crescent Harbor Bank, N.A. Any such amendment, modification, supplement, restatement, or waiver shall be effective only in the specific instance and for the specific purpose for which it was given. No failure or delay

Section 8. Governing Law; Jurisdiction; Waiver of Jury Trial This Fee Letter shall be governed by, and construed in accordance with, the laws of the State of New York without regard to conflicts of law principles thereof that would require the application of the laws of any other jurisdiction (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law, which shall apply). Each of the parties hereto

Section 9. Relationship to Commitment Letter and Credit Agreement This Fee Letter is a part of, and subject to, the terms and conditions of the Commitment Letter. The terms of the Commitment Letter (including without limitation the conditions precedent, representations, covenants, and termination provisions set forth therein) are incorporated herein by reference to the extent applicable to the fee arrangements descri

Section 10. Counterparts; Electronic Execution This Fee Letter may be executed in one or more counterparts, each of which when so executed and delivered shall be deemed to be an original, and all of which counterparts, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Fee Letter by facsimile transmission or by electronic mail in portable docu

Section 11. Entire Agreement This Fee Letter, together with the Commitment Letter and the Term Sheet attached thereto as Exhibit A, constitutes the entire agreement between VHG and Crescent Harbor Bank, N.A. with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions, correspondence, proposals, agreements, understandings, and other communications, whether oral or w

1. The OID of $7,000,000 is reflected as a reduction in the net funding amount received by VHG on the Closing Date. Accordingly, VHG will receive net proceeds of $693,000,000 (i.e., $700,000,000 gross proceeds less $7,000,000 OID), before deduction of any Arrangement Fee netted from proceeds. The OID does not constitute a separate cash payment by VHG but rather is deducted from the aggregate principal amount funded b

2. The advisory fee payable by VHG to Meridian Strauss Advisory LLC in the amount of 0.20% of $700,000,000 ($1,400,000) is a separate contractual obligation of VHG arising under its engagement letter with Meridian Strauss Advisory LLC. Such advisory fee is not a fee payable to Crescent Harbor Bank, N.A. and is not reflected in this Fee Letter or in the fee totals set forth in this Schedule A.

3. The Total Fees (Closing Date) line item of $10,650,000 represents the sum of the Arrangement Fee ($3,500,000), the first year's Administrative Agent Fee ($150,000), and the OID ($7,000,000). This amount reflects the aggregate economic cost to VHG attributable to Closing Date fees and discount in connection with the Facility. [End of Schedule A] Fee / Item | Recipient | Rate / Amount | Dollar Amount | Payment Date