Contract analysis

Section 1 — Definitions For purposes of this Schedule 2, the following terms shall have the meanings set forth below. All other capitalized terms used herein and not defined in this Section 1 shall have the meanings ascribed to them elsewhere in this Schedule or, if not defined herein, in the Agreement. 1.1 — "Change of Control" A "Change of Control" of Service Provider shall mean the occurrence of any one or more of

Section 2 — Notice Obligations 2.1 — Advance Notice Requirement Service Provider shall provide Customer with a CoC Notice no later than ninety (90) days prior to the anticipated closing date of any transaction that would constitute a Change of Control. Service Provider acknowledges that timely notice is essential to enable Customer to evaluate the proposed transaction, to exercise its election rights under Section 3,

Section 3 — Customer Election Rights 3.1 — Election Period Upon receipt of a CoC Notice that complies in all material respects with the requirements of Section 2.2, Customer shall have sixty (60) days (the "Election Period") in which to elect one of the options described in Section 3.2 or Section 3.3 below. Customer shall deliver written notice of its election to Service Provider prior to the expiration of the Electi

Section 4 — Anti-Assignment Provision 4.1 — Assignment Without Consent Void Any purported assignment, delegation, or transfer of the Agreement or any rights or obligations hereunder by Service Provider in connection with a Change of Control, without the prior written consent of Customer obtained in accordance with the provisions of this Schedule 2, shall be null and void and of no force or effect. Any such purported

Section 5 — Continuing Obligations Following Change of Control 5.1 — Assumption of Obligations Upon any permitted assignment of the Agreement following a Change of Control, the Successor Entity shall assume and be bound by all terms, conditions, and obligations of Service Provider under the Agreement, including without limitation each of the following: (a) All service level commitments, including the requirement to m

Section 6 — Disclosure of Current Ownership 6.1 — Ownership as of the Effective Date As of the date of the Agreement (June 9, 2023), Service Provider represents and warrants that the following Persons hold the indicated percentages of the outstanding voting equity of Service Provider: Service Provider further represents and warrants that, as of the date of the Agreement, no Person other than those listed above holds

Section 7 — Material Breach 7.1 — Failure to Provide Notice Service Provider's failure to deliver a CoC Notice in compliance with Section 2 of this Schedule — including failure to deliver such notice within the time periods specified in Section 2.1 or failure to include the information required by Section 2.2 — shall constitute a material breach of the Agreement. Upon the occurrence of such a material breach, Custome

Section 8 — Interaction with Other Agreement Provisions 8.1 — Governing Law This Schedule 2 shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any principles of conflicts of law that would cause the application of the laws of any other jurisdiction, consistent with Section 19 of the Agreement. Any dispute arising out of or relating to this Schedule 2 shal

Section 9 — Miscellaneous 9.1 — Survival The provisions of this Schedule 2, including without limitation the anti-assignment restrictions set forth in Section 4, the ongoing disclosure obligations set forth in Section 6.2, the material breach provisions set forth in Section 7, and the escrow release provisions set forth in Section 3.3(c), shall survive any termination or expiration of the Agreement to the extent nece