Common use of Equity Commitment Clause in Contracts

Equity Commitment. (a) For the avoidance of doubt, Exhibit A hereto sets forth the aggregate equity commitment of each Investor (such Investor’s “Investor Equity Commitment”), which with respect to each Investor, equals (x) the number of Rollover Shares of such Investor (if any) multiplied by the Per Share Merger Consideration, plus (y) the amount of such Investor’s Equity Commitment as defined and set forth in such Investor’s Equity Commitment Letter (if any). (b) If and to the extent Horizon determines after the date hereof, after prior consultation with MBKP, that it would be beneficial for one or more additional sponsors to provide additional equity capital for the consummation of the Transactions, each such additional sponsor (a “New Sponsor”) shall (i) execute an adherence agreement to this Agreement in a form mutually agreed by MBKP and Horizon, (ii) execute an equity commitment letter and limited guarantee in substantially the form as the Equity Commitment Letters and Limited Guarantees in respect of the relevant portion of the equity commitment to be provided by such New Sponsor, and upon its execution of such documents, such New Sponsor shall become a “Sponsor”, an “Investor” and a “Party” for purposes of this Agreement, and Exhibit A shall be updated to reflect the Investor Equity Commitment of each Investor, after giving effect to the equity commitment of such New Sponsor. (c) If and to the extent Horizon determines after the date hereof, after prior consultation with MBKP, that it would be beneficial for one or more additional shareholders of the Company to contribute its Shares to Holdco in exchange for newly issued shares of Holdco, each such additional shareholder of the Company (a “New Rollover Shareholder”) shall (A) execute an adherence agreement to this Agreement in a form mutually agreed by MBKP and Horizon, (B) execute a contribution and support agreement in substantially the form as the Contribution and Support Agreement in respect of the relevant portion of the equity commitment to be provided by such New Rollover Shareholder, and upon its execution of such documents, such New Rollover Shareholder shall become a “Rollover Shareholder”, an “Investor” and a “Party” for purposes of this Agreement, and Exhibit A shall be updated to reflect the Investor Equity Commitment of each Investor, after giving effect to the equity commitment of such New Rollover Shareholder.

Equity Commitment. (a) For Subject in all respects to the avoidance satisfaction of doubt, the conditions set forth in Exhibit A hereto sets to the Merger Agreement (in respect of the Offer) and to the conditions set forth in Section 6.01 of the Merger Agreement (in respect of the Merger) (or, in either such case, the waiver to the extent permitted by the Merger Agreement by Parent, but only after having obtained Symphony II-A's prior written consent for any such waiver), Symphony II-A hereby agrees to invest $40,000,000 in the aggregate equity commitment of each Investor (such Investor’s “Investor Equity Commitment”)amount, which subject to any adjustments pursuant to Section 2 hereof, the "Commitment Amount") in shares (the "Parent Shares") of the common stock, each with respect a par value of $0.01 per share, of Parent; provided that, if the Recapitalization (as defined in the letter agreement (the "TCP Commitment Letter") dated as of the date hereof among ▇▇▇▇▇▇▇▇▇▇ Capital Partners, LLC, Parent and Symphony II-A) is consummated after the Closing, (x) each of Parent and Symphony II-A hereby agree that up to each Investor$5 million of the Parent Shares shall be redeemed at a redemption price calculated at Symphony II-A's cost, equals subject to adjustment as described in the TCP Commitment Letter and (y) Parent shall pay the STG Advisory Fee (as defined in the TCP Commitment Letter) to Symphony II-A. (b) Parent shall invest the Commitment Amount in Parent as contemplated by Section 1(a) of this letter agreement in separate tranches as follows: (i) promptly after the Acceptance Date, a portion of the Commitment Amount shall be so invested by Symphony II-A in Parent in an amount that is equal to the product of (x) the number of Rollover Shares of such Investor (if any) multiplied by the Per Share Merger Consideration, plus Commitment Amount times (y) a fraction, the amount numerator of such Investor’s Equity Commitment as defined which is the number of shares of Company Common Stock that were validly tendered and set forth in such Investor’s Equity Commitment Letter (if any).not withdrawn and that Merger Sub accepted for payment under the Offer by the Acceptance Date, and the denominator of which is the number of shares of Company Common Stock that were issued and outstanding on the Acceptance Date; (bii) If amounts from time to time as may be needed to pay for any shares of Company Common Stock that were validly tendered, and Merger Sub has accepted for payment, in any "subsequent offering period" under the Offer promptly after those Shares were accepted for payment by Merger Sub; and (iii) promptly after the Effective Time, any portion of the Commitment Amount that has not yet been invested pursuant to the extent Horizon determines after the date hereof, after prior consultation with MBKP, that it would be beneficial for one or more additional sponsors to provide additional equity capital for the consummation of the Transactions, each such additional sponsor (a “New Sponsor”) shall immediately preceding clauses (i) execute an adherence agreement to this Agreement in a form mutually agreed by MBKP and Horizon, (ii) execute an equity commitment letter and limited guarantee in substantially the form as the Equity Commitment Letters and Limited Guarantees in respect of the relevant portion of the equity commitment to be provided by such New Sponsor, and upon its execution of such documents, such New Sponsor shall become a “Sponsor”, an “Investor” and a “Party” for purposes of this Agreement, and Exhibit A shall be updated to reflect the Investor Equity Commitment of each Investor, after giving effect to the equity commitment of such New Sponsorso invested by Symphony II-A in Parent. (c) If and Parent shall provide to Merger Sub all or any portion of the Commitment Amount that is actually invested by Symphony II-A into Parent to the extent Horizon determines after needed by Merger Sub to satisfy its obligations under the date hereof, after prior consultation with MBKP, that it would be beneficial for one or more additional shareholders of the Company to contribute its Shares to Holdco in exchange for newly issued shares of Holdco, each such additional shareholder of the Company (a “New Rollover Shareholder”) shall (A) execute an adherence agreement to this Agreement in a form mutually agreed by MBKP and Horizon, (B) execute a contribution and support agreement in substantially the form as the Contribution and Support Agreement in respect of the relevant portion of the equity commitment to be provided by such New Rollover Shareholder, and upon its execution of such documents, such New Rollover Shareholder shall become a “Rollover Shareholder”, an “Investor” and a “Party” for purposes of this Merger Agreement, and Exhibit A shall be updated to reflect the Investor Equity Commitment of each Investor, after giving effect to the equity commitment of such New Rollover Shareholder.

Equity Commitment. Each Equity Provider hereby commits (a) For the avoidance of doubt, Exhibit A hereto sets forth the aggregate equity commitment of each Investor (such Investor’s its “Investor Equity Commitment”), which with respect subject to each Investorthe terms and conditions set forth herein, equals to transfer, contribute and deliver to Parent immediately prior to the Effective Time, following the funding of $120 million (xthe “Initial Equity Contribution”) from the proceeds of the Equity Financing in consideration for the sale by the Equity Providers to Parent of a number of Rollover Shares shares of such Investor (if any) multiplied Company Common Stock owned by the Per Share Equity Providers equal to the Initial Equity Contribution divided by the Merger Consideration, plus and following the repayment of each Existing Loan (yas defined in the Transaction Support Agreement) with the proceeds of the Initial Equity Contribution and the release by the lenders under each such Existing Loan of all applicable Liens on such Rollover Contribution Shares existing pursuant to the Existing Loan, all of the shares of Company Common Stock set forth beside his or its name on Schedule A hereto, unless otherwise noted therein (the aggregate amount of such Company Common Stock, the “Rollover Contribution Shares”) in exchange for the amount of such Investor’s Equity Commitment as defined Class A Common Stock, par value $0.01 per share, of Parent (the “Class A Common Stock”) set forth on Schedule B attached hereto. The Class A Common Stock shall be issued in accordance with and subject to the terms and conditions set forth in such Investor’s that certain Stockholders Agreement to be entered into on the Closing Date by and among Parent, Sponsors, the Equity Commitment Letter Providers and certain other investors specified therein (if anythe “Stockholders Agreement”). (b) If and to the extent Horizon determines after the date hereof, after prior consultation with MBKP, that it would be beneficial for one or more additional sponsors to provide additional equity capital for the consummation of the Transactions, each such additional sponsor (a “New Sponsor”) shall (i) execute an adherence agreement to this Agreement in a form mutually agreed by MBKP and Horizon, (ii) execute an equity commitment letter and limited guarantee in substantially the form attached to the Transaction Support Agreement (as defined below). The capital stock of the Parent issuable to the Equity Commitment Letters Providers and Limited Guarantees each other party providing Equity Financing shall be in respect of the relevant amounts set forth on Schedule B attached hereto and shall reflect that the Sponsors have a lower effective cost per share than the Equity Providers. Each Equity Provider hereby agrees that he or it shall use reasonable efforts to ensure that no portion of the equity commitment Rollover Contribution Shares shall be transferred or otherwise disposed prior to the Closing other than pursuant to an Excluded Transfer (as defined in the Transaction Support Agreement), including, without limitation, pursuant to any foreclosure with respect to any Rollover Contribution Shares that are pledged as collateral to secure indebtedness of any Equity Provider; provided, that no Equity Provider shall, in connection with such reasonable efforts, be provided by required to refinance such New Sponsor, and upon its execution indebtedness on terms that (i) are materially less favorable to such Equity Provider or (ii) require any such Equity Provider to post any collateral other than Rollover Contribution Shares or incur any expense (other than any expense that is reasonable or customary for the refinancing of such documents, such New Sponsor shall become a “Sponsor”, an “Investor” and a “Party” for purposes loan of this Agreement, and Exhibit A shall be updated type) to reflect the Investor Equity Commitment of each Investor, after giving effect to the equity commitment of consummate such New Sponsorrefinancing. (c) If and to the extent Horizon determines after the date hereof, after prior consultation with MBKP, that it would be beneficial for one or more additional shareholders of the Company to contribute its Shares to Holdco in exchange for newly issued shares of Holdco, each such additional shareholder of the Company (a “New Rollover Shareholder”) shall (A) execute an adherence agreement to this Agreement in a form mutually agreed by MBKP and Horizon, (B) execute a contribution and support agreement in substantially the form as the Contribution and Support Agreement in respect of the relevant portion of the equity commitment to be provided by such New Rollover Shareholder, and upon its execution of such documents, such New Rollover Shareholder shall become a “Rollover Shareholder”, an “Investor” and a “Party” for purposes of this Agreement, and Exhibit A shall be updated to reflect the Investor Equity Commitment of each Investor, after giving effect to the equity commitment of such New Rollover Shareholder.

Equity Commitment. (a) For Subject in all respects to the avoidance satisfaction of doubt, the conditions set forth in Exhibit A hereto sets to the Merger Agreement (in respect of the Offer) and to the conditions set forth in Section 6.01 of the Merger Agreement (in respect of the Merger) (or, in either such case, the waiver to the extent permitted by the Merger Agreement by Parent, but only after having obtained Symphony II-A's prior written consent for any such waiver), Symphony II-A hereby agrees to invest $40,000,000 in the aggregate equity commitment of each Investor (such Investor’s “Investor Equity Commitment”)amount, which subject to any adjustments pursuant to Section 2 hereof, the "Commitment Amount") in shares (the "Parent Shares") of the common stock, each with respect a par value of $0.01 per share, of Parent; provided that, if the Recapitalization (as defined in the letter agreement (the "TCP Commitment Letter") dated as of the date hereof among ▇▇▇▇▇▇▇▇▇▇ Capital Partners, LLC, Parent and Symphony II-A) is consummated after the Closing, (x) each of Parent and Symphony II-A hereby agree that up to each Investor$5 million of the Parent Shares shall be redeemed at a redemption price calculated at Symphony II-A's cost, equals subject to adjustment as described in the TCP Commitment Letter and (y) Parent shall pay the STG Advisory Fee (as defined in the TCP Commitment Letter) to Symphony II-A. (b) Parent shall invest the Commitment Amount in Parent as contemplated by Section 1(a) of this letter agreement in separate tranches as follows: (i) promptly after the Acceptance Date, a portion of the Commitment Amount shall be so invested by Symphony II-A in Parent in an amount that is equal to the product of (x) the number of Rollover Shares of such Investor (if any) multiplied by the Per Share Merger Consideration, plus Commitment Amount times (y) a fraction, the amount numerator of such Investor’s Equity Commitment as defined which is the number of shares of Company Common Stock that were validly tendered and set forth in such Investor’s Equity Commitment Letter (if any).not withdrawn and that Merger Sub accepted for payment under the Offer by the Acceptance Date, and the denominator of which is the number of shares of Company Common Stock that were issued and outstanding on the Acceptance Date; (bii) If amounts from time to time as may be needed to pay for any shares of Company Common Stock that were validly tendered, and Merger Sub has accepted for payment, in any "subsequent offering period" under the Offer promptly after those Shares were accepted for payment by ▇▇▇▇▇▇ Sub; and (iii) promptly after the Effective Time, any portion of the Commitment Amount that has not yet been invested pursuant to the extent Horizon determines after the date hereof, after prior consultation with MBKP, that it would be beneficial for one or more additional sponsors to provide additional equity capital for the consummation of the Transactions, each such additional sponsor (a “New Sponsor”) shall immediately preceding clauses (i) execute an adherence agreement to this Agreement in a form mutually agreed by MBKP and Horizon, (ii) execute an equity commitment letter and limited guarantee in substantially the form as the Equity Commitment Letters and Limited Guarantees in respect of the relevant portion of the equity commitment to be provided by such New Sponsor, and upon its execution of such documents, such New Sponsor shall become a “Sponsor”, an “Investor” and a “Party” for purposes of this Agreement, and Exhibit A shall be updated to reflect the Investor Equity Commitment of each Investor, after giving effect to the equity commitment of such New Sponsorso invested by Symphony II-A in Parent. (c) If and Parent shall provide to Merger Sub all or any portion of the Commitment Amount that is actually invested by Symphony II-A into Parent to the extent Horizon determines after needed by Merger Sub to satisfy its obligations under the date hereof, after prior consultation with MBKP, that it would be beneficial for one or more additional shareholders of the Company to contribute its Shares to Holdco in exchange for newly issued shares of Holdco, each such additional shareholder of the Company (a “New Rollover Shareholder”) shall (A) execute an adherence agreement to this Agreement in a form mutually agreed by MBKP and Horizon, (B) execute a contribution and support agreement in substantially the form as the Contribution and Support Agreement in respect of the relevant portion of the equity commitment to be provided by such New Rollover Shareholder, and upon its execution of such documents, such New Rollover Shareholder shall become a “Rollover Shareholder”, an “Investor” and a “Party” for purposes of this Merger Agreement, and Exhibit A shall be updated to reflect the Investor Equity Commitment of each Investor, after giving effect to the equity commitment of such New Rollover Shareholder.