Contract analysis

Section 1. Commitment. Harrowgate Capital Management IV LLC, on behalf of HPE Fund IV, hereby irrevocably commits to contribute, or cause to be contributed, to Merger Sub (or its designee, as directed in writing by Merger Sub prior to the Closing) cash in an aggregate amount of up to $1,140,000,000 (one billion one hundred forty million dollars) (the "Equity Commitment") for the purpose of funding, together with the

Section 2. Purpose and Use of Funds. The Equity Commitment shall be used solely for the following purposes (collectively, the "Permitted Uses"): (a) To fund a portion of the aggregate merger consideration of $1,900,000,000 (representing $20.00 per share of Company common stock on a fully diluted basis, based on 95,000,000 fully diluted shares of Company common stock outstanding as of the date hereof) payable to the s

Section 3. Conditions to Funding. The obligation of the Commitment Party, on behalf of HPE Fund IV, to fund the Equity Commitment is subject to the satisfaction or valid waiver (to the extent permitted by applicable law) of each of the following conditions: (a) Simultaneous Closing of the Merger. The substantially simultaneous closing of the Merger in accordance with the terms and conditions of the Merger Agreement,

Section 4. Limited Guarantee; Reverse Termination Fee. In connection with the execution of the Merger Agreement, the Commitment Party shall deliver, or cause to be delivered, a limited guarantee (the "Limited Guarantee") in favor of the Company, in form and substance reasonably satisfactory to the Company, pursuant to which the Commitment Party shall guarantee, subject to the terms and limitations set forth therein,

Section 5. No Third-Party Beneficiaries; Enforcement. This Equity Commitment Letter is for the benefit of, and shall be enforceable by, the Company solely to the extent expressly provided herein and solely in connection with the transactions contemplated by the Merger Agreement. The Company shall be an express third-party beneficiary of this Equity Commitment Letter with respect to the Commitment Party's obligation t

Section 6. Representations and Warranties of the Commitment Party. The Commitment Party hereby represents and warrants to the Company, as of the date hereof and as of the date of the Merger Agreement (and, with respect to Section 6(e) and Section 6(f), as of the Closing date as well), as follows: (a) Organization and Good Standing. Harrowgate Capital Management IV LLC is a limited liability company duly organized, va

Section 7. Fund Information. The following information is provided for the convenience of the Company and is accurate as of the date of this Equity Commitment Letter: Harrowgate Private Equity Fund IV LP Managing Partners of the Commitment Party: • Richard Harrowgate — Founder & Chairman • Priya Deshmukh — Managing Partner, Fund IV • Thomas Eriksen — Partner, Head of Financial Technology HPE Fund IV has previously co

Section 8. Termination. This Equity Commitment Letter shall terminate automatically and be of no further force or effect upon the earliest to occur of the following events: (a) The Closing, at which time the Equity Commitment shall have been fully funded in accordance with the terms hereof and the obligations of the Commitment Party hereunder shall be deemed fully satisfied, performed, and discharged; (b) The valid t

Section 9. Amendment; Assignment. This Equity Commitment Letter may not be amended, modified, supplemented, or waived in whole or in part except by a written instrument duly executed by each of the Commitment Party and the Company. No failure or delay by either party in exercising any right hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right shall preclude any other or fur

Section 10. Governing Law; Jurisdiction; Waiver of Jury Trial. This Equity Commitment Letter shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of laws rules, provisions, or principles (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction o

Section 11. Notices. All notices, requests, demands, consents, waivers, and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given when (i) delivered by hand, (ii) sent by electronic mail (with confirmation of receipt), (iii) sent by nationally recognized overnight courier service (with proof of delivery), or (iv) sent by registered or certified mail, retu

Section 12. Miscellaneous. Entire Agreement. This Equity Commitment Letter, together with the Merger Agreement (when executed), the Limited Guarantee, and the Debt Commitment Letter, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and thereof, and supersedes all prior and contemporaneous agreements, understandings, negotiations, representations, warranties, and disc