8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 23, 2020

Rapid7, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-37496	35-2423994
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

120 Causeway Street Boston, Massachusetts	02114
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (617) 247-1717

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	RPD	The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 1.01 Entry into a Material Definitive Agreement.

Credit Agreement

On April 23, 2020, Rapid7, Inc. (“Rapid7”) entered into a Credit and Security Agreement (the “Credit Agreement”), with KeyBank National Association, as administrative agent, Rapid7’s wholly-owned subsidiary, Rapid7 LLC, as co-borrower, and the lenders party thereto. The Credit Agreement provides for a $30.0 million revolving credit facility, with a letter of credit sublimit of $15.0 million, and an accordion feature under which Rapid7 can increase the credit facility to up to $70.0 million. Rapid7 does not intend to immediately draw on this credit facility.

Loans under the Credit Agreement bear interest, at Rapid7’s option, at a rate equal to either the London Interbank Offered Rate (“LIBOR”) rate (subject to a 1.00% floor), plus an applicable margin equal to 2.50% per annum or the alternate base rate (subject to a floor), plus an applicable margin equal to 0% per annum. Rapid7 is required to pay a 0.20% per annum commitment fee on the unused portion of the credit facility. Rapid7 is permitted to terminate or reduce the revolving commitments of the lenders and to make voluntary prepayments at any time subject to customary break funding payments. Rapid7 is required to make mandatory prepayments of outstanding indebtedness under the Credit Agreement in the case that the aggregate amount of all outstanding loans and letters of credit issued under the Credit Agreement exceeds the aggregate commitment of all lenders under the Credit Agreement.

The Credit Agreement contains customary representations and warranties and customary affirmative and negative covenants applicable to the Rapid7 and its subsidiaries, including, among other things, restrictions on indebtedness, liens, investments, mergers, dispositions, dividends and other distributions. These covenants prohibit settlement payments in cash or a combination of cash and shares of Rapid7’s common stock upon any conversion of Rapid7’s convertible debt securities, at any time when a default or event of default has occurred and is continuing under the Credit Agreement. The Credit Agreement contains financial covenants that require Rapid7 and its subsidiaries to maintain specified minimum recurring revenue and, following the issuance of any additional convertible debt securities, minimum liquidity of $30.0 million. In addition, the Credit Agreement contains certain customary events of default including, but not limited to, failure to pay interest, principal and fees or other amounts when due, material misrepresentations or misstatements in any representation or warranty, covenant defaults, certain cross defaults to other material indebtedness, including Rapid7’s existing covetable debt securities, certain judgment defaults and events of bankruptcy.

A copy of the Credit Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein. The foregoing description of the terms of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.

Merger Agreement

On April 24, 2020, Rapid7 entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Rapid7 LLC, a Delaware limited liability company and wholly-owned subsidiary of Rapid7, Stratus Acquisition, Inc., a Delaware corporation and wholly-owned subsidiary of Rapid7 LLC, Divvy Cloud Corporation, a Delaware corporation (“DivvyCloud”), and Fortis Advisors LLC, as representative of the holders of equity securities of DivvyCloud, pursuant to which Rapid7 LLC will acquire 100% of the issued and outstanding equity interests of DivvyCloud (the “Acquisition”).

Under the terms of the Merger Agreement, the aggregate consideration for the Acquisition will be approximately $145.0 million, subject to post-closing adjustments based on customary purchase price adjustment provisions for cash, closing net working capital, transaction expenses, indebtedness, and taxes payable as a result of the Acquisition. The Acquisition consideration consists of approximately $128.3 million in cash payable at closing, which Rapid7 expects to fund with cash, cash equivalents and short-term investments on hand, $9.3 million in shares of Rapid7 common stock payable to the founders of DivvyCloud in three annual installments and $7.4 million in deferred cash payments. The shares of common stock will be issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) and not pursuant to

Rapid7’s equity incentive plans. The deferred cash payment portion of the purchase price will be held back by Rapid7 to satisfy indemnification obligations and certain post-closing purchase price adjustments that are determined to be owed to Rapid7. All options and warrants to acquire capital stock of DivvyCloud will be canceled in exchange for a right to receive a portion of the Acquisition consideration. Rapid7 will also issue restricted stock units pursuant to its equity incentive plan with an aggregate fair market value of approximately $12.0 million to certain employees of DivvyCloud, which will be subject to vesting conditions based on such employees’ continued employment with DivvyCloud.

Each party to the Merger Agreement has agreed to various customary covenants and agreements, including, among others, in the case of DivvyCloud, to conduct its business in the ordinary course of business during the period between the execution of the Merger Agreement and the completion of the Acquisition. The Merger Agreement also provides that the parties will indemnify one another for certain liabilities arising under the Merger Agreement, subject to various limitations, including, among other things, minimums, caps and time limitations.

The Acquisition is expected to close in the second quarter of 2020. The obligation of the parties to close the Acquisition is subject to customary closing conditions, including, among others, (i) the other parties’ representations and warranties being true and correct (subject to certain materiality exceptions), (ii) the other party having performed in all material respects its obligations under the Merger Agreement, (iii) receipt of certain consents, (iv) the absence of legal restraints or prohibitions and (v) the effectiveness of representation and warranty insurance.

The Merger Agreement may be terminated in certain circumstances, including, among others, if the Acquisition has not been consummated by May 15, 2020, by mutual consent of Rapid7 LLC and DivvyCloud, if the founders of DivvyCloud cease to be employed full time by DivvyCloud, other than by reason of death or disability, or if a party breaches its representations and warranties or its pre-closing covenants in a manner that would cause a failure of the conditions precedent to closing to be satisfied.

A copy of the Merger Agreement is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated by reference herein. The foregoing description of the terms of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.

Rapid7 will host a conference call today, April 28, 2020, to discuss the Acquisition at 4:30 p.m. Eastern Time. The call will be accessible by telephone at 877-357-4230 (domestic) or 629-228-0721 (international). The call will also be available live via webcast on Rapid7’s website at https://investors.rapid7.com. A telephone replay of the conference call will be available at 855-859-2056 or 404-537-3406 (access code 5172645) until May 5, 2020. A webcast replay will be available at https://investors.rapid7.com. A copy of the slide presentation to be used by Rapid7 during the conference call is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.02 Results of Operations and Financial Condition.

On April 28, 2020, Rapid7 issued a press release announcing preliminary financial data and key metrics for the quarter ended March 31, 2020, among other things as described in Item 8.01 below. A copy of the press release is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference herein.

The information included in Item 2.02 of this Current Report and Exhibit 99.2 attached hereto are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act or the Exchange Act, regardless of any general incorporation language in any such filing.

Item 2.03 Creation of a Direct Financial Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

Press Releases

On April 28, 2020, Rapid7 issued a press release announcing (1) Rapid7’s entry into the Credit Agreement, (2) Rapid7’s entry into the Merger Agreement, (3) preliminary financial data and key metrics for the quarter ended March 31, 2020 and (4) updated guidance for certain financial data and key metrics for the quarter ended June 30, 2020 and the year ended December 31, 2020. A copy of the press release is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference herein.

On April 28, 2020, Rapid7 issued a press release announcing the proposed offering of up to an aggregate of $230.0 million principal amount of convertible senior notes due 2025 (the “Notes”) in a private placement. A copy of the press release is filed as Exhibit 99.3 to this Current Report on Form 8-K and is incorporated by reference herein.

The information included in Item 7.01 of this Current Report and Exhibits 99.2 and 99.3 attached hereto are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities or the Exchange Act, regardless of any general incorporation language in any such filing.

Item 8.01 Other Events.

Risk Factor Supplement

In connection with the offering of the Notes, Rapid7 is supplementing the risk factors described in Part I, Item 1A of the its Annual Report on Form 10-K for the year ended December 31, 2019, as filed with the Securities and Exchange Commission on February 28, 2020.

The ongoing COVID-19 pandemic could materially and adversely affect Rapid7’s business, results of operations and financial condition.

In March 2020, the World Health Organization declared the outbreak of COVID-19 a pandemic, which continues to spread throughout the United States and the world and has resulted in authorities implementing numerous measures to contain the virus, including travel bans and restrictions, quarantines, shelter-in-place orders, and business limitations and shutdowns. Rapid7 is unable to accurately predict the full impact that the COVID-19 pandemic will have on its results from operations, financial condition, liquidity and cash flows due to numerous uncertainties, including the duration and severity of the pandemic and containment measures. Rapid7’s compliance with these measures has impacted its day-to-day operations and could disrupt its business and operations, as well as that of Rapid7’s customers, partners, suppliers and others with whom Rapid7 works, for an indefinite period of time. To support the health and well-being of its employees, customers, partners and communities, a vast majority of Rapid7’s employees began working remotely as of late March 2020. In addition, many of Rapid7’s customers and prospective customers are working remotely, which may delay the timing of subscriptions. The disruptions to Rapid7’s operations caused by the COVID-19 pandemic may result in inefficiencies, delays and additional costs in its sales and marketing, professional services and research and development efforts, which cannot be predicted or quantified at this time. To the extent that disruptions occur, Rapid7 may not be able to fully mitigate any such inefficiencies, delays and additional costs through remote or other alternative work arrangements. In addition, given the economic uncertainty created by the COVID-19 pandemic, Rapid7 has and may continue to see delays in its sales cycle, failures of customers to renew at all or to renew at the anticipated scope their subscriptions with Rapid7, requests from customers for payment term deferrals as well as pricing or bundling concessions, which, if significant, could materially and adversely affect Rapid7’s business, results of operations and financial condition. Although such events did not have a material adverse impact on Rapid7’s financial results for the first quarter of fiscal year 2020, Rapid7 currently expect that its annualized recurring revenue (“ARR”), which is defined as the annualized value of all recurring revenue related to contracts in place at the end of a quarter, for the second quarter of fiscal year 2020, will be lower than initially anticipated at the beginning of fiscal year 2020 as a result of the pull back on customer spending, including renewals, in light of the economic uncertainty caused by the COVID-19 pandemic.

Negative conditions in the general economy both in the United States and abroad, including conditions resulting from the COVID-19 pandemic, changes in gross domestic product growth, financial and credit market fluctuations, energy costs, international trade relations and other geopolitical issues, the availability and cost of credit and the global housing and mortgage markets could cause a decrease in consumer discretionary spending and business investment and diminish growth expectations in the U.S. economy and abroad. More generally, the COVID-19

pandemic raises the possibility of an extended global economic downturn and has caused volatility in financial markets, which could materially and adversely affect demand for Rapid7’s products and professional services and could materially and adversely impact Rapid7’s results and financial condition even after the pandemic is contained and the shelter-in-place orders are lifted. For example, Rapid7 may be unable to collect receivables from those customers significantly impacted by the COVID-19 pandemic, which may be more pronounced in industry verticals more directly impacted by the COVID-19 pandemic. Also, a decrease in subscriptions and/or renewals in a given period could negatively affect Rapid7’s ARR as well as its revenues in future periods, particularly if experienced on a sustained basis, because a substantial proportion of Rapid7’s software subscriptions yield revenue recognized over time. The pandemic may also have the effect of heightening many of the other risks described herein and in the “Risk Factors” section of Rapid7’s Annual Report on Form 10-K, including risks associated with Rapid7’s guidance, its customers, its potential customers, its market opportunity, renewals and sales cycles, among others. Rapid7 will continue to evaluate the nature and extent of the impact of the COVID-19 pandemic on its business.

Although Rapid7 expects that current cash and cash equivalent balances and cash flows that are generated from operations will be sufficient to meet Rapid7’s domestic and international working capital needs and other capital and liquidity requirements for at least the next 12 months, if Rapid7’s access to capital is restricted or its borrowing costs increase, Rapid7’s operations and financial condition could be adversely impacted.

The full extent of the COVID-19 pandemic’s impact on Rapid7’s operations and financial performance depends on future developments that are uncertain and unpredictable, including the duration and spread of the pandemic, its impact on capital and financial markets, the timing of economic recovery and any new information that may emerge concerning the severity of the virus, its spread to other regions as well as the actions taken to contain it, among others. Any of these impacts could have a material adverse impact on Rapid7’s business, results of operations and financial condition and ability to execute and capitalize on its strategies. Due to the current uncertainty regarding the severity and duration of the COVID-19 pandemic, Rapid7 cannot predict whether its response to date or the actions it may take in the future will be effective in mitigating the effects of the COVID-19 pandemic on its business, results of operations or financial condition. Accordingly, Rapid7 is unable at this time to predict the impact of the COVID-19 pandemic on its operations, liquidity, and financial results, and, depending on the magnitude and duration of the COVID-19 pandemic, such impact may be material.

Rapid7’s quarterly operating results may vary from period to period, which could result in Rapid7’s failure to meet expectations with respect to operating results and cause the trading price of its stock to decline.

Rapid7’s operating results, including the levels of its revenue, ARR, renewal rates, cash flows, deferred revenue and gross margins, have historically varied from period to period, and Rapid7 expects that these items will continue to do so as a result of a number of factors, many of which are outside of Rapid7’s control, including:

• the level of demand for Rapid7’s products and professional services;

• customer renewal rates and ability to attract new customers;

• the extent to which customers purchase additional products or professional services;

• the mix of Rapid7’s products, as well as professional services, sold during a period;

• the ability to successfully grow sales of Rapid7’s cloud-based solutions;

• the level of perceived threats to organizations’ cyber security;

• network outages, security breaches, technical difficulties or interruptions with its products;

• changes in the growth rate of the markets in which Rapid7 competes;

• sales of Rapid7’s products and professional services due to seasonality and customer demand;

• the timing and success of new product or service introductions by Rapid7 or its competitors or any other changes in the competitive landscape of its industry, including consolidation among its competitors;

• the introduction or adoption of new technologies that compete with Rapid7’s offerings;

• decisions by potential customers to purchase cyber security products or professional services from other vendors;

• the amount and timing of operating costs and capital expenditures related to the operations and expansion of Rapid7’s business;

• price competition;

• Rapid7’s ability to successfully manage and integrate any future acquisitions of businesses, including the proposed acquisition of Divvy Cloud Corporation (“DivvyCloud”) and including without limitation the amount and timing of expenses and potential future charges for impairment of goodwill from acquired companies;

• Rapid7’s ability to increase, retain and incentivize the channel partners that market and sell its products and professional services;

• Rapid7’s continued international expansion and associated exposure to changes in foreign currency exchange rates, including any fluctuations caused by uncertainties relating to the United Kingdom’s exit from the European Union, commonly referred to as “Brexit”;

• the amount and timing of operating expenses related to the maintenance and expansion of Rapid7’s business, operations and infrastructure;

• the announcement or adoption of new regulations and policy mandates or changes to existing regulations and policy mandates;

• the cost or results of existing or unforeseen litigation and intellectual property infringement;

• the strength of regional, national and global economies;

• quarantine, private travel limitation, or business disruption in regions affecting Rapid7’s operations, stemming from actual, imminent or perceived outbreak of contagious disease, including the COVID-19 pandemic;

• the impact of natural disasters or manmade problems such as terrorism or war; and

• future accounting pronouncements or changes in Rapid7’s accounting policies.

Fluctuations in Rapid7’s quarterly operating results, key metrics, non-GAAP metrics and the price of its common stock may be particularly pronounced in the current economic environment due to the uncertainty caused by and the unprecedented nature of the current COVID-19 pandemic. Each factor above or discussed elsewhere herein or the cumulative effect of some of these factors may result in fluctuations in Rapid7’s operating results. This variability and unpredictability could result in Rapid7’s failure to meet expectations with respect to operating results, or those of securities analysts or investors, for a particular period. If Rapid7 fails to meet or exceed expectations for its operating results for these or any other reasons, the market price of its stock could fall and Rapid7 could face costly lawsuits, including securities class action suits.

Rapid7’s actual results for the first quarter of 2020 may be different than the preliminary estimated results provided by Rapid7.

Rapid7 has provided preliminary estimated financial data and key metrics for the quarter ended March 31, 2020. These preliminary estimated financial data and key metrics are unaudited, have not been reviewed by the Company’s independent registered public accounting firm and are subject to change as Rapid7 closes its books and completes the quarter end closing process and prepares financial statements for the quarter. Rapid7’s financial performance is inherently subject to business, economic, regulatory, market, financial and competitive uncertainties and contingencies and other future events, as well as matters specific to Rapid7’s business, all of which are difficult to predict and many of which are beyond Rapid7’s control. The provision of preliminary estimated financial data and key metrics should not be regarded as an indication that Rapid7 considers such preliminary estimated data and key metrics to be predictive of future results, in particular in light of the COVID-19 pandemic. Actual results for the quarter may be materially different than the preliminary estimated data and key metrics provided and Rapid7’s estimated preliminary data and key metrics should not be relied upon as being necessarily indicative of actual results, and you are cautioned not to place undue reliance on this information.

Rapid7 may fail to meet its publicly announced guidance or other expectations about its business and future operating results, which would cause its stock price to decline.

Rapid7 has provided and may continue to provide guidance about its business, future operating results and other business metrics, including ARR. In developing this guidance, Rapid7’s management must make certain assumptions and judgments about its future performance. Some of those key assumptions relate to the impact of the COVID-19 pandemic, the anticipated contributions of DivvyCloud as of May 1, 2020 and the associated economic

uncertainty on its business and the timing and scope of economic recovery globally, which are inherently difficult to predict. This guidance, which consists of forward-looking statements, is qualified by, and subject to, such assumptions, estimates and expectations as of the date hereof, and the other information contained in or referred to in the factors described under “Forward Looking Statements” below and Rapid7’s current and periodic reports filed with the Securities and Exchange Commission. While presented with numerical specificity, this guidance is necessarily speculative in nature, and is inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond Rapid7’s control and are based upon specific assumptions with respect to future business decisions or economic conditions, some of which may change. It can be expected that some or all of the assumptions, estimates and expectations of the guidance furnished by Rapid7 will not materialize or will vary significantly from actual results. Accordingly, Rapid7’s guidance is only an estimate of what management believes is realizable as of the date of release of such guidance. Furthermore, analysts and investors may develop and publish their own projections of Rapid7’s business, which may form a consensus about Rapid7’s future performance. Rapid7’s business results may vary significantly from such guidance or that consensus due to a number of factors, many of which are outside of its control, including due to the global economic uncertainty and financial market conditions caused by the COVID-19 pandemic, and which could adversely affect its operations and operating results. There are no comparable recent events that provide guidance as to the probable effect of the COVID-19 pandemic, and, as a result, the ultimate impact of the COVID-19 outbreak is highly uncertain and subject to change. Rapid7 is relying on the reports and models of economic and medical experts in making assumptions relating to the duration of this crisis and predictions as to timing and pace of any future economic recovery. If these models are incorrect or incomplete, or if Rapid7 fails to accurately predict the full impact that the COVID-19 pandemic will have on all aspects of its business, the guidance and other forward-looking statements it provides as of this date may also be incorrect or incomplete. Furthermore, if Rapid7 makes downward revisions of its previously announced guidance, or if Rapid7’s publicly announced guidance of future operating results fails to meet expectations of securities analysts, investors or other interested parties, the price of Rapid7’s common stock would decline.

Future acquisitions could disrupt Rapid7’s business and harm its financial condition and operating results.

In order to remain competitive, Rapid7 has in the past and may in the future seek to acquire additional businesses, products or technologies.Rapid7 also may not find suitable acquisition candidates, and acquisitions it completes may be unsuccessful. Achieving the anticipated benefits of future acquisitions will depend in part upon whether Rapid7 can integrate acquired operations, products and technology in a timely and cost-effective manner and successfully market and sell these as new product offerings, or as new features within its existing offerings. For example, Rapid7 announced on April 28, 2020 that it plans to acquire DivvyCloud, a Cloud Security Posture Management platform that enables visibility, automation, and continuous security governance across multi-cloud environments. Some of its acquisitions could improve the capabilities of its existing offerings or platform, as opposed to becoming a new offering. The acquisition of DivvyCloud is intended to extend the cloud security capabilities of Rapid7’s Insight platform, helping security and DevOps teams understand and manage governance, risk and security in their growing cloud environments. Integration of DivvyCloud and any future acquisition may prove to be difficult due to the necessity of coordinating geographically separate organizations and integrating personnel with disparate business backgrounds and accustomed to different corporate cultures. The acquisition and integration processes are complex, expensive and time consuming, and may cause an interruption of, or loss of momentum in, product development, sales activities and operations of both companies. Further, Rapid7 may be unable to retain key personnel of an acquired company following the acquisition, including certain employees which it acquired in connection with its acquisition of DivvyCloud. If Rapid7 is unable to effectively execute or integrate acquisitions, its business, financial condition and operating results could be adversely affected.

In addition, Rapid7 may only be able to conduct limited due diligence on an acquired company’s operations or may discover that the products or technology acquired were not as capable as it thought based upon the initial or limited due diligence. Following an acquisition, Rapid7 may be subject to unforeseen liabilities arising from an acquired company’s past or present operations and these liabilities may be greater than the warranty and indemnity limitations that it negotiates. Any unforeseen liability that is greater than these warranty and indemnity limitations could have a negative impact on Rapid7’s financial condition.

Rapid7’s proposed acquisition of Divvy Cloud Corporation may not be consummated, and the failure to complete such acquisition may negatively affect the trading price of its common stock.

On April 28, 2020, Rapid7 announced that it had entered into an Agreement and Plan of Merger (the “Merger Agreement”) to acquire DivvyCloud (the “Acquisition”). The closing of the Acquisition is subject to a number of conditions, some of which are outside Rapid7’s control. Accordingly, there can be no guarantee that the transactions contemplated by such agreement will be consummated. Furthermore, Rapid7 has provided and may continue to provide guidance about its business, future operating results and other business metrics that assumes the closing of the Acquisition will take place in accordance with the terms of the Merger Agreement and in a timely fashion. Any delay in or failure of the consummation of the Acquisition could materially and adversely affect Rapid7’s assumptions about its business and future operating results used in offering its guidance. In addition, any failure to consummate the Acquisition could also result in a negative reaction from the financial markets, particularly if the current market prices reflect market assumptions that the Acquisition will be completed, which could cause the value of Rapid7’s common stock to decline.

Rapid7 may be unable to realize the anticipated benefits of the Acquisition or those benefits may take longer to realize than expected.

The proposed Acquisition involves the combination of two companies that have historically operated independently. In order to realize the anticipated benefits of the Acquisition, Rapid7 will be required to devote significant management attention and resources to align the business practices, supply chains, cultures and operations of each business. Rapid7 may encounter difficulties as it attempts to integrate the businesses in a manner that permits it to achieve the cost savings, synergies, business opportunities, growth prospects and other benefits anticipated to result from the Acquisition. Accordingly, the contemplated benefits of the Acquisition may not be realized fully, or at all, or may take longer to realize than expected. In addition, even if the Acquisition is integrated successfully, the anticipated benefits of the Acquisition may not be realized, including the sales or growth opportunities that are anticipated. Further, additional unanticipated costs may be incurred in the integration process.

If the Acquisition is completed, DivvyCloud may underperform relative to Rapid7’s expectations.

Following completion of the Acquisition, Rapid7 may not be able to maintain the growth rate, levels of revenue, earnings or operating efficiency that it and DivvyCloud have achieved or might achieve separately. The business and financial performance of DivvyCloud are subject to certain risks and uncertainties. Rapid7’s failure to maintain the growth rate, levels of revenue, earnings or operating efficiency could have a material adverse effect on its financial condition and results of operations.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the federal securities laws. These statements include, but are not limited to, statements regarding the anticipated closing of the Acquisition and the impact of the Acquisition on Rapid7’s products, strategy and future results of operations, Rapid7’s preliminary financial results and key metrics for the quarter ended March 31, 2020, Rapid7’s guidance for the quarter ended June 30, 2020 and the year ended December 31, 2020, assumptions underlying such guidance and the timing of the global economic recovery, the impact of the COVID-19 pandemic on Rapid7’s guidance, business, financial condition and results of operation, the offering of the Notes, the effects of the capped call transactions, Rapid7’s expectations regarding the expected net proceeds from the offering and use of those net proceeds. Forward-looking statements include all statements that are not historical facts. In some cases, forward-looking statements can be identified by terms such as “anticipates,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “will,” or similar expressions and the negatives of those words. Such forward-looking statements are based on Rapid7’s expectations and involve risks and uncertainties; consequently, actual results may differ materially from those expressed or implied in the statements due to a number of factors, including the risk factors identified under Item 8.01 above under “Risk Factor Supplement” and other risks and uncertainties described in the section titled “Risk Factors” in Rapid7’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and in Rapid7’s other filings with the Securities and Exchange Commission. In light of these risks, you should not

place undue reliance on such forward-looking statements. Forward-looking statements represent Rapid7’s beliefs and assumptions only as of the date of this Current Report on Form 8-K. Rapid7 disclaims any obligation to update forward-looking statements except as required by law.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
	10.1	Credit and Security Agreement, dated as of April 23, 2020, by and among Rapid7, Inc., Rapid7 LLC, KeyBank National Association, and the lenders party thereto.
	10.2	Merger Agreement, dated as of April 24, 2020, by and between Rapid7, Inc., Rapid7 LLC, Stratus Acquisition, Inc., Divvy Cloud Corporation and Fortis Advisors LLC.
	99.1	Conference Call Presentation, dated April 28, 2020.
	99.2	Press Release issued by Rapid7, Inc. on April 28, 2020.
	99.3	Press Release issued by Rapid7, Inc. on April 28, 2020.
	104	Cover Page Interactive Data File (embedded within the inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

RAPID7, INC.
By:	/s/ Jeff Kalowski
	Jeff Kalowski
	Chief Financial Officer

Date: April 28, 2020

EX-10.1

Exhibit 10.1

Published Transaction CUSIP Number: 75343UAA9

Published Revolver CUSIP Number: 75343UAB7

CREDIT AND SECURITY AGREEMENT

among

RAPID7, INC.

RAPID7 LLC

as Borrowers

THE LENDERS NAMED HEREIN

as Lenders

and

KEYBANK NATIONAL ASSOCIATION

as Administrative Agent and Issuing Lender

KEYBANC CAPITAL MARKETS INC.

as Sole Lead Arranger and Sole Book Runner

dated as of

April 23, 2020

TABLE OF CONTENTS

		Page
ARTICLE I. DEFINITIONS			1
Section 1.1.	Definitions		1
Section 1.2.	Accounting Terms		30
Section 1.3.	Terms Generally		31
Section 1.4.	Divisions		31
ARTICLE II. AMOUNT AND TERMS OF CREDIT			31
Section 2.1.	Amount and Nature of Credit		31
Section 2.2.	Revolving Credit Commitment		32
Section 2.3.	Interest		36
Section 2.4.	Evidence of Indebtedness		37
Section 2.5.	Notice of Loans and Credit Events; Funding of Loans		37
Section 2.6.	Payment on Loans and Other Obligations		38
Section 2.7.	Prepayment		39
Section 2.8.	Commitment and Other Fees		40
Section 2.9.	Modifications to Commitment		40
Section 2.10.	Computation of Interest and Fees		41
Section 2.11.	Mandatory Payments		42
Section 2.12.	Cash Collateral		42
Section 2.13.	Liability of Borrowers		43
ARTICLE III. ADDITIONAL PROVISIONS RELATING TO EURODOLLAR LOANS; INCREASED CAPITAL; TAXES			45
Section 3.1.	Requirements of Law		45
Section 3.2.	Taxes		46
Section 3.3.	Funding Losses		50
Section 3.4.	Change of Lending Office		51
Section 3.5.	Eurodollar Rate Lending Unlawful; Inability to Determine Rate		51
Section 3.6.	Replacement of Lenders		52
Section 3.7.	Discretion of Lenders as to Manner of Funding		52
Section 3.8	Effect of Benchmark Transition Event		53
ARTICLE IV. CONDITIONS PRECEDENT			54
Section 4.1.	Conditions to Each Credit Event		54
Section 4.2.	Conditions to the First Credit Event		55
Section 4.3.	Post-Closing Conditions		57
ARTICLE V. COVENANTS			57
Section 5.1.	Insurance		57
Section 5.2.	Money Obligations		58
Section 5.3.	Financial Statements and Information		58
Section 5.4.	Financial Records		59
Section 5.5.	Franchises; Change in Business		59
Section 5.6.	ERISA Pension and Benefit Plan Compliance		60
Section 5.7.	Financial Covenants		60
Section 5.8.	Borrowing		61
Section 5.9.	Liens		63

i

TABLE OF CONTENTS

		Page
Section 5.10.	Regulations T, U and X		65
Section 5.11.	Investments, Loans and Guaranties		65
Section 5.12.	Merger and Sale of Assets		66
Section 5.13.	Acquisitions		68
Section 5.14.	Notice		69
Section 5.15.	Restricted Payments		69
Section 5.16.	Environmental Compliance		70
Section 5.17.	Affiliate Transactions		70
Section 5.18.	Use of Proceeds		71
Section 5.19.	Corporate Names and Locations of Collateral		71
Section 5.20.	Subsidiary Guaranties, Security Documents and Pledge of Stock or Other Ownership Interest		72
Section 5.21.	Collateral		73
Section 5.22.	Property Acquired Subsequent to the Closing Date and Right to Take Additional Collateral		75
Section 5.23.	Restrictive Agreements		75
Section 5.24.	[Reserved]		75
Section 5.25.	Amendment of Organizational Documents		75
Section 5.26.	Fiscal Year		76
Section 5.27.	Further Assurances		76
Section 5.28.	Beneficial Ownership		76
ARTICLE VI. REPRESENTATIONS AND WARRANTIES			76
Section 6.1.	Corporate Existence; Subsidiaries; Foreign Qualification		76
Section 6.2.	Corporate Authority		77
Section 6.3.	Compliance with Laws and Contracts		77
Section 6.4.	Litigation and Administrative Proceedings		78
Section 6.5.	Title to Assets		78
Section 6.6.	Liens and Security Interests		78
Section 6.7.	Tax Returns		78
Section 6.8.	Environmental Laws		78
Section 6.9.	Locations		79
Section 6.10.	Continued Business		79
Section 6.11.	Employee Benefits Plans		79
Section 6.12.	Consents or Approvals		80
Section 6.13.	Solvency		80
Section 6.14.	Financial Statements		81
Section 6.15.	Regulations		81
Section 6.16.	Material Agreements		81
Section 6.17.	Intellectual Property		81
Section 6.18.	Insurance		81
Section 6.19.	Deposit Accounts and Securities Accounts		82
Section 6.20.	Accurate and Complete Statements		82
Section 6.21.	Investment Company; Other Restrictions		82
Section 6.22.	Defaults		82
Section 6.23.	Beneficial Ownership		82

ii

TABLE OF CONTENTS

		Page
ARTICLE VII. SECURITY			82
Section 7.1.	Security Interest in Collateral		82
Section 7.2.	Collections and Receipt of Proceeds by Borrowers		82
Section 7.3.	Collections and Receipt of Proceeds by Administrative Agent		83
Section 7.4.	Administrative Agent’s Authority Under Pledged Notes		85
Section 7.5.	Commercial Tort Claims		85
Section 7.6.	Use of Inventory and Equipment		86
ARTICLE VIII. EVENTS OF DEFAULT			86
Section 8.1.	Payments		86
Section 8.2.	Special Covenants		86
Section 8.3.	Other Covenants		86
Section 8.4.	Representations and Warranties		86
Section 8.5.	Cross Default		86
Section 8.6.	ERISA Default		87
Section 8.7.	Change in Control		87
Section 8.8.	Judgments		87
Section 8.9.	Security		87
Section 8.10.	Validity of Loan Documents		87
Section 8.11.	Solvency		88
ARTICLE IX. REMEDIES UPON DEFAULT			88
Section 9.1.	Optional Defaults		88
Section 9.2.	Automatic Defaults		89
Section 9.3.	Letters of Credit		89
Section 9.4.	Offsets		89
Section 9.5.	Equalization Provisions		90
Section 9.6.	Collateral		90
Section 9.7.	Other Remedies		91
Section 9.8.	Application of Proceeds		91
ARTICLE X. THE ADMINISTRATIVE AGENT			93
Section 10.1.	Appointment and Authorization		93
Section 10.2.	Rights as a Lender		93
Section 10.3.	Exculpatory Provisions		94
Section 10.4.	Reliance by the Administrative Agent		95
Section 10.5.	Delegation of Duties		95
Section 10.6.	Resignation of Administrative Agent		95
Section 10.7.	Non-Reliance on Administrative Agent and Other Lenders		96
Section 10.8.	Other Agents		97
Section 10.9.	Administrative Agent May File Proofs of Claim		97
Section 10.10.	Indemnification of Administrative Agent		97
Section 10.11.	Issuing Lender		98
Section 10.12.	No Reliance on Administrative Agent’s Customer Identification Program		98
Section 10.13.	Platform		98
ARTICLE XI. MISCELLANEOUS			99

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TABLE OF CONTENTS

		Page
Section 11.1.	Lenders’ Independent Investigation		99
Section 11.2.	No Waiver; Cumulative Remedies		99
Section 11.3.	Amendments, Waivers and Consents		99
Section 11.4.	Notices		101
Section 11.5.	Costs and Expenses		101
Section 11.6.	Indemnification		102
Section 11.7.	Obligations Several; No Fiduciary Obligations		102
Section 11.8.	Execution in Counterparts		102
Section 11.9.	Successors and Assigns		103
Section 11.10.	Defaulting Lenders		107
Section 11.11.	Patriot Act Notice		110
Section 11.12.	Severability of Provisions; Captions; Attachments		110
Section 11.13.	Investment Purpose		110
Section 11.14.	Entire Agreement		110
Section 11.15.	Confidentiality		110
Section 11.16.	Limitations on Liability of the Issuing Lender		111
Section 11.17.	General Limitation of Liability		112
Section 11.18.	No Duty		112
Section 11.19.	Legal Representation of Parties		112
Section 11.20.	Acknowledgement and Consent to Bail-In of Affected Financial Institutions
			112
Section 11.21.	Certain ERISA Matters		113
Section 11.22.	Acknowledgement Regarding Any Supported QFCs		114
Section 11.23.	Governing Law; Submission to Jurisdiction		115
Jury Trial Waiver	Signature Page 1

Exhibit A	Form of Revolving Credit Note
Exhibit B	Form of Notice of Loan
Exhibit C	Form of Compliance Certificate
Exhibit D	Form of Assignment and Assumption Agreement
Exhibit E-1	Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not
	Partnerships For U.S. Federal Income Tax Purposes)
Exhibit E-2	Form of U.S. Tax Compliance Certificate (For Foreign Participants That
	Are Not Partnerships For U.S. Federal Income Tax Purposes)
Exhibit E-3	Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are
	Partnerships For U.S. Federal Income Tax Purposes)
Exhibit E-4	Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are
	Partnerships For U.S. Federal Income Tax Purposes)
Schedule 1	Commitments of Lenders

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This CREDIT AND SECURITY AGREEMENT (as the same may from time to time be amended, restated or otherwise modified, this “Agreement”) is dated April 23, 2020 among:

(a) RAPID7, INC., a Delaware corporation (“Rapid7, Inc.”);

(b) RAPID7 LLC, a Delaware limited liability company (“Rapid7 LLC” and, together with Rapid7 Inc., collectively, the “Borrowers” and, individually, each a “Borrower”);

(c) the lenders listed on Schedule 1 hereto and each other Eligible Assignee, as hereinafter defined, that from time to time becomes a party hereto pursuant to Section 2.9(b) or 11.10 hereof (collectively, the “Lenders” and, individually, each a “Lender”); and

(d) KEYBANK NATIONAL ASSOCIATION, a national banking association, as the administrative agent for the Lenders under this Agreement (the “Administrative Agent”) and the Issuing Lender.

WITNESSETH:

WHEREAS, the Borrowers, the Administrative Agent and the Lenders desire to contract for the establishment of credits in the aggregate principal amounts hereinafter set forth, to be made available to the Borrowers upon the terms and subject to the conditions hereinafter set forth;

NOW, THEREFORE, it is mutually agreed as follows:

ARTICLE I. DEFINITIONS

Section 1.1. Definitions. As used in this Agreement, the following terms shall have the meanings set forth below:

“Account” means an account, as that term is defined in the U.C.C.

“Account Debtor” means an account debtor, as that term is defined in the U.C.C., or any other Person obligated to pay all or any part of an Account in any manner and includes (without limitation) any Guarantor thereof.

“Acquired Indebtedness” means Indebtedness of a Person whose assets or equity interests are acquired by a Credit Party or any of its Subsidiaries in an Acquisition permitted pursuant to Section 5.13 hereof; provided that such Indebtedness (a) is either purchase money Indebtedness or a capital lease with respect to Equipment or mortgage financing with respect to real property, (b) was in existence prior to the date of such Acquisition, and (c) was not incurred in connection with, or in contemplation of, such Acquisition.

“Acquisition” means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the acquisition of all or substantially all of the assets of any Person (other than a Company), or any business or division of any Person (other than a Company), (b) the acquisition of in excess of fifty percent (50%) of the outstanding capital stock (or other equity interest) of any Person (other than a Company), or (c) the acquisition of another Person (other than a Company) by a merger, amalgamation or consolidation or any other combination with such Person.

“Additional Commitment” means that term as defined in Section 2.9(b)(i) hereof.

“Additional Lender” means an Eligible Assignee that shall become a Lender during the Commitment Increase Period pursuant to Section 2.9(b) hereof.

“Additional Lender Assumption Agreement” means an additional lender assumption agreement, in form and substance satisfactory to the Administrative Agent, wherein an Additional Lender shall become a Lender.

“Additional Lender Assumption Effective Date” means that term as defined in Section 2.9(b)(ii) hereof.

“Administrative Agent” means that term as defined in the first paragraph of this Agreement.

“Administrative Agent Fee Letter” means the Fee Letter between the Borrowers, the Administrative Agent and KeyBanc Capital Markets Inc., dated as of April 9, 2020.

“Administrative Borrower” means Rapid7, Inc.

“Advantage” means any payment (whether made voluntarily or involuntarily, by offset of any deposit or other indebtedness or otherwise) received by any Lender in respect of the Obligations, if such payment results in that Lender having less than its pro rata share (based upon its Commitment Percentage) of the Obligations then outstanding.

“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.

“Affiliate” means any Person, directly or indirectly, controlling, controlled by or under common control with a Company and “control” (including the correlative meanings, the terms “controlling”, “controlled by” and “under common control with”) means the power, directly or indirectly, to direct or cause the direction of the management and policies of a Company, whether through the ownership of voting securities, by contract or otherwise.

“Agreement” means that term as defined in the first paragraph of this agreement.

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“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Companies from time to time concerning or relating to bribery or corruption (including, without limitation, the Foreign Corrupt Practices Act of 1977 (FCPA) (15 U.S.C. § 78dd-1, et seq.), as amended, and the rules and regulations thereunder).

“Applicable Commitment Fee Rate” means twenty (20.00) basis points.

“Applicable Margin” means two hundred fifty (250.00) basis points for Eurodollar Loans and zero (0.00) basis points for Base Rate Loans.

“Approved Fund” means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit in the ordinary course of its activities that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender, or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Assignment Agreement” means an Assignment and Assumption Agreement entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 11.9 hereof), and accepted by the Administrative Agent, in substantially the form of Exhibit D, or any other form approved by the Administrative Agent.

“Authorized Officer” means a Financial Officer or other individual authorized by a Financial Officer in writing (with a copy to the Administrative Agent) to handle certain administrative matters in connection with this Agreement.

“Available Liquidity” means, as of any date of determination, the sum of (a) the Revolving Amount minus the Revolving Credit Exposure, plus (b) all unencumbered (other than a Lien of the Administrative Agent), unrestricted cash on hand of the Credit Parties plus any Cash Equivalents of the Credit Parties, in each case, held at financial institutions (or in the case of Cash Equivalents, securities intermediaries) located in the United States.

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

“Bail-In Legislation” means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their Affiliates (other than through liquidation, administration or other insolvency proceedings).

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“Bank Product Agreements” means those certain cash management services and other agreements entered into from time to time between a Company and the Administrative Agent or a Lender (or an Affiliate of a Lender) in connection with any of the Bank Products.

“Bank Product Obligations” means all obligations, liabilities, contingent reimbursement obligations, fees and expenses owing by a Company to the Administrative Agent or any Lender (or an Affiliate of a Lender) pursuant to or evidenced by the Bank Product Agreements.

“Bank Products” means a service or facility extended to a Company by the Administrative Agent or any Lender (or an Affiliate of a Lender) for (a) credit cards and credit card processing services, (b) debit cards, purchase cards and stored value cards, (c) ACH transactions, and (d) cash management, including controlled disbursement, accounts or services.

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy”, as now or hereafter in effect, or any successor thereto, as hereafter amended.

“Base Rate” means, for any day, a rate per annum equal to the highest of (a) the Prime Rate, (b) one-half of one percent (0.50%) in excess of the Federal Funds Effective Rate, and (c) one percent (1%) in excess of the Eurodollar Rate with an Interest Period of one month (or, if such day is not a Business Day, such rate as calculated on the most recent Business Day). Any change in the Base Rate shall be effective immediately from and after such change in the Base Rate.

“Base Rate Loan” means a Revolving Loan described in Section 2.2(a) hereof, that shall be denominated in Dollars and on which the Borrowers shall pay interest at the Derived Base Rate.

“Benchmark Replacement” means the sum of: (a) the alternate benchmark rate (which may include Term SOFR) that has been selected by the Administrative Agent and the Administrative Borrower giving due consideration to (i) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the Relevant Governmental Body, or (ii) any evolving or then-prevailing market convention for determining a rate of interest as a replacement to the Eurodollar Rate for Dollar-denominated syndicated credit facilities at such time, and (b) the Benchmark Replacement Adjustment; provided that, if the Benchmark Replacement as so determined would be less than one percent (1.00%), the Benchmark Replacement will be deemed to be one percent (1.00%) for the purposes of this Agreement.

“Benchmark Replacement Adjustment” means, with respect to any replacement of the Eurodollar Rate with an Unadjusted Benchmark Replacement for each applicable Interest Period, the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrowers giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the Eurodollar Rate with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body, or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the Eurodollar Rate with the applicable Unadjusted Benchmark Replacement for Dollar-denominated syndicated credit facilities at such time.

4

“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Base Rate,” the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest and other administrative matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of the Benchmark Replacement exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement).

“Benchmark Replacement Date” means the earlier to occur of the following events with respect to the Eurodollar Rate:

(a) in the case of clause (a) or (b) of the definition of “Benchmark Transition Event,” the later of (i) the date of the public statement or publication of information referenced therein, and (ii) the date on which the administrator of the Eurodollar Rate permanently or indefinitely ceases to provide the Eurodollar Rate; or

(b) in the case of clause (c) of the definition of “Benchmark Transition Event,” the date of the public statement or publication of information referenced therein.

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the Eurodollar Rate:

(a) a public statement or publication of information by or on behalf of the administrator of the Eurodollar Rate announcing that such administrator has ceased or will cease to provide the Eurodollar Rate, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Eurodollar Rate;

(b) a public statement or publication of information by the regulatory supervisor for the administrator of the Eurodollar Rate, the United States Federal Reserve System, an insolvency official with jurisdiction over the administrator for the Eurodollar Rate, a resolution authority with jurisdiction over the administrator for the Eurodollar Rate or a court or an entity with similar insolvency or resolution authority over the administrator for the Eurodollar Rate, which states that the administrator of the Eurodollar Rate has ceased or will cease to provide the Eurodollar Rate permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Eurodollar Rate; or

5

(c) a public statement or publication of information by the regulatory supervisor for the administrator of the Eurodollar Rate or a Relevant Governmental Body announcing that the Eurodollar Rate is no longer representative.

“Benchmark Transition Start Date” means (a) in the case of a Benchmark Transition Event, the earlier of (i) the applicable Benchmark Replacement Date, and (ii) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the ninetieth (90^th) day prior to the expected date of such event as of such public statement or publication of information (or if the expected date of such prospective event is fewer than ninety (90) days after such statement or publication, the date of such statement or publication), and (b) in the case of an Early Opt-in Election, the date specified by the Administrative Agent or the Required Lenders, as applicable, by notice to the Administrative Borrower, the Administrative Agent and the Lenders.

“Benchmark Unavailability Period” means, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to the Eurodollar Rate and solely to the extent that the Eurodollar Rate has not been replaced with a Benchmark Replacement, the period (a) beginning at the time that such Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the Eurodollar Rate for all purposes hereunder in accordance with Section 3.8 hereof, and (b) ending at the time that a Benchmark Replacement has replaced the Eurodollar Rate for all purposes hereunder pursuant to Section 3.8 hereof.

“Beneficial Ownership Certification” means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.

“Borrower” means that term as defined in the first paragraph of this Agreement.

“Borrowers” means that term as defined in the first paragraph of this Agreement.

“Business Day” means a day that is not a Saturday, a Sunday or another day of the year on which national banks are authorized or required to close in Cleveland, Ohio, and, in addition, if the applicable Business Day relates to a Eurodollar Loan, is a day of the year on which dealings in Dollar deposits are carried on in the London interbank Eurodollar market.

6

“Capital Distribution” means a payment made, liability incurred or other consideration given by a Company to any Person that is not a Company, (a) for the purchase, acquisition, redemption, repurchase, payment or retirement of any capital stock or other equity interest of such Company, or (b) as a dividend, return of capital or other distribution (other than any stock dividend, stock split, restricted stock award under any such Company’s equity compensation plans, stock distribution in connection with an Acquisition permitted by Section 5.13 hereof, or other equity distribution, in each case payable only in capital stock or other equity of such Company) in respect of such Company’s capital stock or other equity interest.

“Capitalized Lease Obligations” means obligations of the Companies for the payment of rent for any real or personal property under leases or agreements to lease that, in accordance with GAAP, have been or should be capitalized on the books of the lessee and, for purposes hereof, the amount of any such obligation shall be the capitalized amount thereof determined in accordance with GAAP.

“Cash Collateral Account” means a commercial Deposit Account designated as a “cash collateral account” and maintained by one or more Credit Parties with the Administrative Agent, without liability by the Administrative Agent or the Lenders to pay interest thereon, from which account the Administrative Agent, on behalf of the Lenders, shall have the exclusive right to withdraw funds until all of the Secured Obligations are paid in full.

“Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Issuing Lender or one or more Lenders, as collateral for the Letter of Credit Exposure or obligations of Lenders to fund participations in respect of the Letter of Credit Exposure, cash or deposit account balances or, if the Administrative Agent and the Issuing Lender shall agree in its sole discretion, other credit support, in each case pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the Issuing Lender. “Cash Collateral” shall have a meaning analogous to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“Cash Equivalent” means cash equivalent as determined in accordance with GAAP.

“Cash Security” means all cash, instruments, Deposit Accounts, Securities Accounts and cash equivalents, in each case whether matured or unmatured, whether collected or in the process of collection, upon which a Credit Party presently has or may hereafter have any claim or interest, wherever located, including but not limited to any of the foregoing that are presently or may hereafter be existing or maintained with, issued by, drawn upon by, or in the possession of the Administrative Agent or any Lender.

“CFC” means a Controlled Foreign Corporation, as such term is defined in Section 957(a) of the Code.

7

“Change in Control” means:

(a) the acquisition of, or, if earlier, the shareholder or director approval of the acquisition of, ownership or voting control, directly or indirectly, beneficially (within the meaning of Rules 13d-3 and 13d-5 of the Exchange Act) or of record, on or after the Closing Date, by any Person or group (within the meaning of Sections 13d and 14d of the Exchange Act), of shares representing more than forty percent (40%) of the aggregate ordinary Voting Power represented by the issued and outstanding equity interests of the Borrower; and

(b) if, at any time during any period of twenty-four (24) consecutive months, a majority of the members of the board of directors of Rapid7, Inc. cease to be composed of individuals (i) who were members of that board of directors on the first day of such period, (ii) whose election or nomination to that board of directors was approved by individuals referred to in subpart (i) above that constituted, at the time of such election or nomination, at least a majority of that board of directors, or (iii) whose election or nomination to that board of directors was approved by individuals referred to in subparts (i) and (ii) above that constituted, at the time of such election or nomination, at least a majority of that board of directors.

“Change in Law” means the occurrence, after the Closing Date, of any of the following: (a) the adoption or taking effect of any Law, rule, regulation or treaty, (b) any change in any Law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority, or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that, notwithstanding anything herein to the contrary, (i) the Dodd-Frank Act and all requests, rules, guidelines or directives thereunder, or issued in connection therewith, and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“Closing Date” means April 23, 2020.

“Code” means the Internal Revenue Code of 1986, as amended.

“Collateral” means (a) all of each Borrower’s existing and future (i) personal property, (ii) Accounts, Investment Property, instruments, contract rights, chattel paper, documents, supporting obligations, letter-of-credit rights, Pledged Securities, Pledged Notes (if any), Commercial Tort Claims, General Intangibles, Inventory and Equipment, (iii) funds now or hereafter on deposit in the Cash Collateral Account, if any, and (iv) Cash Security; and (b) Proceeds and products of any of the foregoing; provided that Collateral shall not include Excluded Property.

“Commercial Tort Claim” means a commercial tort claim, as that term is defined in the U.C.C. (Schedule 7.5 of the Confidential Disclosure Letter lists all Commercial Tort Claims of the Credit Parties in existence as of the Closing Date for which the amount in controversy exceeds Five Million Dollars ($5,000,000)).

8

“Commitment” means the obligation hereunder of the Lenders, during the Commitment Period, to make Loans and to participate in the issuance of Letters of Credit pursuant to the Revolving Credit Commitment, up to the Total Commitment Amount.

“Commitment Increase Period” means the period from the Closing Date to the date that is six months prior to the last day of the Commitment Period.

“Commitment Percentage” means, for each Lender, the percentage, if any, set forth opposite such Lender’s name under the column headed “Revolving Credit Commitment Percentage”, as set forth on Schedule 1 hereto, subject to assignments of interests pursuant to Section 11.10 hereof, reductions pursuant to Section 2.9(a) hereof and increases pursuant to Section 2.9(b) hereof.

“Commitment Period” means the period from the Closing Date to the earlier of (a) April 23, 2023, (b) ninety (90) days prior to the scheduled maturity of any Convertible Debt Securities, or (c) such earlier date on which the Commitment shall have been terminated pursuant to Article IX hereof.

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, together with the rules and regulations promulgated thereunder.

“Companies” means the Borrowers and all Subsidiaries of all Borrowers.

“Company” means a Borrower or a Subsidiary of a Borrower.

“Compliance Certificate” means a Compliance Certificate in the form of the attached Exhibit C.

“Confidential Disclosure Letter” means the disclosure letter from the Borrowers to the Administrative Agent and the Lenders delivered on the Closing Date, as the same may from time to time be supplemented, amended, restated or otherwise modified.

“Confidential Information” means all confidential or proprietary information about the Companies that has been furnished by any Company to the Administrative Agent or any Lender, whether furnished before or after the Closing Date and regardless of the manner in which it is furnished, but does not include any such information that (a) is or becomes generally available to the public other than as a result of a disclosure by the Administrative Agent or such Lender not permitted by this Agreement, (b) was available to the Administrative Agent or such Lender on a nonconfidential basis prior to its disclosure to the Administrative Agent or such Lender, or (c) becomes available to the Administrative Agent or such Lender on a nonconfidential basis from a Person other than any Company that is not, to the knowledge of the Administrative Agent or such Lender, acting in violation of a confidentiality agreement with a Company or is not otherwise prohibited from disclosing the information to the Administrative Agent or such Lender.

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“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Consideration” means, in connection with an Acquisition, the aggregate consideration paid or to be paid, including borrowed funds, cash, deferred payments, the issuance of securities or notes, the assumption or incurring of liabilities (direct or contingent), the payment of consulting fees or fees for a covenant not to compete and any other consideration paid or to be paid for such Acquisition.

“Consolidated” means the resultant consolidation of the financial statements of Rapid7, Inc. and its Subsidiaries in accordance with GAAP, including principles of consolidation consistent with those applied in preparation of the consolidated financial statements referred to in Section 6.14 hereof.

“Consolidated Net Worth” means, at any date, the stockholders’ equity of Rapid7, Inc., determined as of such date on a Consolidated basis.

“Control Agreement” means a Deposit Account Control Agreement or Securities Account Control Agreement.

“Controlled Group” means a Company and each Person required to be aggregated with a Company under Code Section 414(b), (c), (m) or (o).

“Convertible Debt Securities” means debt securities, the terms of which provide for conversion into, or exchange for, equity interests of Rapid7, Inc., cash (in an amount determined by reference to the price of such equity interests) or a combination of equity interests and/or cash (in an amount determined by reference to the price of such equity interests), including the Existing Convertible Notes.

“Covered Entity” means any of the following:

(i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

(ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

(iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Credit Event” means the making by the Lenders of a Loan, the conversion by the Lenders of a Base Rate Loan to a Eurodollar Loan, the continuation by the Lenders of a Eurodollar Loan after the end of the applicable Interest Period, or the issuance (or amendment or renewal) by the Issuing Lender of a Letter of Credit.

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“Credit Party” means a Borrower, and any Subsidiary or other Affiliate of a Borrower that is a Guarantor of Payment.

“Debtor Relief Laws” means the Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions, from time to time in effect.

“Default” means an event or condition that constitutes, or with the lapse of any applicable grace period or the giving of notice or both would constitute, an Event of Default, and that has not been waived by the Required Lenders (or, if required hereunder, all of the Lenders) in writing.

“Default Rate” means (a) with respect to any Loan or other Obligation for which a rate is specified, a rate per annum equal to two percent (2%) in excess of the rate otherwise applicable thereto, and (b) with respect to any other amount, if no rate is specified or available, a rate per annum equal to two percent (2%) in excess of the Derived Base Rate from time to time in effect.

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“Defaulting Lender” means, subject to Section 11.10(b) hereof, any Lender that (a) has failed to (i) fund all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder, unless such Lender notifies the Administrative Agent and the Administrative Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, the Issuing Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit) within two Business Days of the date when due, (b) has notified the Administrative Borrower, the Administrative Agent or the Issuing Lender in writing that it does not intend to comply with its funding obligations under this Agreement, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the Administrative Agent or the Administrative Borrower, to confirm in writing to the Administrative Agent and the Administrative Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this subpart (c) upon receipt of such written confirmation by the Administrative Agent and the Administrative Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory

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authority acting in such a capacity, or (iii) become the subject of a Bail-In Action; provided that, a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender, or any direct or indirect parent company thereof, by a Governmental Authority, so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States, or from the enforcement of judgments or writs of attachment on its assets, or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of subparts (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 11.10(b) hereof) upon delivery of written notice of such determination to the Administrative Borrower, the Issuing Lender and each Lender.

“Deposit Account” means a deposit account, as that term is defined in the U.C.C.

“Deposit Account Control Agreement” means each Deposit Account Control Agreement (or similar agreement with respect to a Deposit Account) among a Credit Party, the Administrative Agent and a depository institution, dated on or after the Closing Date, to be in form and substance reasonably satisfactory to the Administrative Agent, as the same may from time to time be amended, restated or otherwise modified.

“Derived Base Rate” means a rate per annum equal to the sum of the Applicable Margin for Base Rate Loans plus the Base Rate.

“Derived Eurodollar Rate” means a rate per annum equal to the sum of the Applicable Margin for Eurodollar Loans plus the Eurodollar Rate.

“Disposition” means the lease, transfer or other disposition of assets (whether in one or more than one transaction) by a Company, other than a sale, lease, transfer or other disposition made by a Company to another Company or in the ordinary course of business.

“Dodd-Frank Act” means the Dodd–Frank Wall Street Reform and Consumer Protection Act (Pub.L. 111-203, H.R. 4173) signed into law on July 21, 2010, as amended from time to time.

“Dollar” or the $ sign means lawful currency of the United States.

“Domestic Subsidiary” means a Subsidiary that is not a Foreign Subsidiary.

“Dormant Subsidiary” means a Company that (a) is not a Credit Party or the direct or indirect equity holder of a Credit Party, (b) has aggregate assets of less than Two Hundred Fifty Thousand Dollars ($250,000), and (c) has no direct or indirect Subsidiaries with aggregate assets, for such Company and all such Subsidiaries, of more than Two Hundred Fifty Thousand Dollars ($250,000).

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“Early Opt-in Election” means the occurrence of:

(a) a determination by the Administrative Agent that Dollar-denominated syndicated credit facilities being executed at such time, or that include language similar to that contained in Section 3.8 hereof are being executed or amended, as applicable, to incorporate or adopt a new benchmark interest rate to replace the Eurodollar Rate, and

(b) the election by the Administrative Agent to declare that an Early Opt-in Election has occurred and the provision by the Administrative Agent of written notice of such election to the Administrative Borrower and the Lenders.

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in subpart (a) of this definition, or (c) any financial institution established in an EEA Member Country that is a subsidiary of an institution described in subparts (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Eligible Assignee” means any Person that meets the requirements to be an assignee under Section 11.9(b)(iii), (v) and (vi) hereof (subject to such consents, if any, as may be required under Section 11.9(b)(iii) hereof).

“Environmental Laws” means all provisions of law (including the common law), statutes, ordinances, codes, rules, guidelines, policies, procedures, orders-in-council, regulations, permits, licenses, judgments, writs, injunctions, decrees, orders, authorizations, certificates, approvals, registrations, awards and standards promulgated by a Governmental Authority or by any court, agency, instrumentality, regulatory authority or commission of any of the foregoing concerning environmental health or safety and protection of natural resources, or regulation of the discharge of substances into, the environment.

“Environmental Permits” means all permits, licenses, authorizations, certificates, approvals or registrations required by any Governmental Authority under any Environmental Laws.

“Equipment” means equipment, as that term is defined in the U.C.C.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder.

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“ERISA Event” means any of the following situations, occurrences or events, but only if it has a Material Adverse Effect: (a) the existence of a condition or event with respect to an ERISA Plan that presents a significant risk of the imposition of an excise tax or any other material liability on a Company or of the imposition of a Lien on the assets of a Company; (b) the engagement by a Company in a non-exempt “prohibited transaction” (as defined under ERISA Section 406 or Code Section 4975) or a breach of a fiduciary duty under ERISA that could result in liability to a Company; (c) the application by a Controlled Group member for a waiver from the minimum funding requirements of Code Section 412 or ERISA Section 302 or a Controlled Group member is required to provide security under Code Section 401(a)(29) or ERISA Section 307;); (d) the occurrence of a Reportable Event with respect to any Pension Plan administered by a Company or a Controlled Group member as to which notice is required to be provided to the PBGC; (e) the withdrawal by a Controlled Group member from a Multiemployer Plan in a “complete withdrawal” or a “partial withdrawal” (as such terms are defined in ERISA Sections 4203 and 4205, respectively); (f) the involvement of, or occurrence or existence of any event or condition that makes likely the involvement of, a Multiemployer Plan in any reorganization under ERISA Section 4241; (g) the failure of an ERISA Plan administered by a Company or a Controlled Group member (and any related trust) that is intended to be qualified under Code Sections 401 and 501 to be so qualified or the failure of any “cash or deferred arrangement” under any such ERISA Plan to meet the requirements of Code Section 401(k); (h) the taking by the PBGC of any steps to terminate a Pension Plan or appoint a trustee to administer a Pension Plan, or the taking by a Controlled Group member of any steps to terminate a Pension Plan; (i) the failure by a Controlled Group member or an ERISA Plan to satisfy any requirements of law applicable to an ERISA Plan; (j) the commencement, existence or threatening of a claim, action, suit, audit or investigation with respect to an ERISA Plan, other than a routine claim for benefits; or (k) any incurrence by or any expectation of the incurrence by a Controlled Group member of any liability for post-retirement benefits under any Welfare Plan, other than as required by ERISA Section 601, et. seq. or Code Section 4980B.

“ERISA Plan” means an “employee benefit plan” (within the meaning of ERISA Section 3(3)) that a Controlled Group member at any time sponsors, maintains, contributes to, has liability with respect to or has an obligation to contribute to such plan.

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor entity), as in effect from time to time.

“Eurocurrency Liabilities” shall have the meaning assigned to that term in Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time.

“Eurodollar” means a Dollar denominated deposit in a bank or branch outside of the United States.

“Eurodollar Loan” means a Revolving Loan described in Section 2.2(a) hereof, that shall be denominated in Dollars and on which the Borrowers shall pay interest at the Derived Eurodollar Rate.

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“Eurodollar Rate” means, with respect to a Eurodollar Loan, for any Interest Period, a rate per annum equal to the quotient obtained (rounded upwards, if necessary, to the nearest 1/16^th of 1%) by dividing (a) the rate of interest, determined by the Administrative Agent in accordance with its usual procedures (which determination shall be conclusive absent manifest error) as of approximately 11:00 A.M. (London time) two Business Days prior to the beginning of such Interest Period pertaining to such Eurodollar Loan, as listed as the London interbank offered rate, as published by Thomson Reuters or Bloomberg (or, if for any reason such rate is unavailable from Thomson Reuters or Bloomberg, from any other similar company or service that provides rate quotations comparable to those currently provided by Thomson Reuters or Bloomberg) for Dollar deposits in immediately available funds with a maturity comparable to such Interest Period; by (b) 1.00 minus the Reserve Percentage. Notwithstanding the foregoing, if at any time the Eurodollar Rate, as determined above, is less than one percent (1.00%), it shall be deemed to be one percent (1.00%) for purposes of this Agreement.

“Event of Default” means an event or condition that shall constitute an event of default as defined in Article VIII hereof.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Excluded Accounts” means (a) accounts used exclusively for payroll, payroll taxes or other employee benefit or wage payments, (b) any fiduciary or trust account held exclusively for the benefit of an unaffiliated third party, (c) such other accounts as may be agreed to in writing by the Administrative Agent in its sole discretion, (d) any account used solely to cash collateralize the SVB Letters of Credit, (e) accounts acquired pursuant to an Acquisition that secure applicable Acquired Indebtedness (but only so long as such Acquired Indebtedness remains outstanding), and (f) zero balance accounts. For the avoidance of doubt, an Excluded Account may be a Deposit Account or a Securities Account.

“Excluded Property” means (a) licenses and contracts which by the terms of such licenses and contracts prohibit liens on, or the assignment of, such agreements (to the extent such prohibition is enforceable at law and is in effect); (b) any trademark applications for which a statement of use has not been filed (but only until such statement is filed); (c) any rights or interest in any contract, lease, permit, license, or license agreement covering personal property of any Credit Party if under the terms of such contract, lease, permit, license, or license agreement, or applicable Law or regulation with respect thereto, the grant of a security interest or lien therein is prohibited as a matter of law or under such regulation or under the terms of such contract, lease, permit, license, or license agreement and such prohibition or restriction has not been waived or the consent of the other party to such contract, lease, permit, license, or license agreement has not been obtained (provided that, (i) the foregoing exclusions shall in no way be construed (A) to apply to the extent that any described prohibition or restriction is unenforceable or ineffective under Section 9-406, 9-407, 9-408, or 9-409 of the U.C.C. or other applicable Law or regulation, or (B) to apply to the extent that any consent or waiver has been obtained that would permit Administrative Agent’s security interest or lien to attach thereto notwithstanding the prohibition or restriction contained in such contract, lease, permit, license, or license agreement or under applicable Law or regulation, and (ii) the foregoing exclusions shall in no way be construed to limit, impair, or otherwise affect Administrative Agent’s continuing security interests in and liens upon any rights or interests of any Credit Party in or to (1) monies due or to become due under or in connection with any described contract, lease, permit, license, license agreement, or equity interests (including any Accounts), or (2) any proceeds from the collection,

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sale, license, lease, or other dispositions of any such contract, lease, permit, license, license agreement, or equity interests); (d) any United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability, or result in the abandonment, voiding or cancellation, of such intent-to-use trademark applications under applicable federal law, provided that upon submission and acceptance by the USPTO of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall be considered Collateral; (e) real property; (f) shares of voting capital stock or other voting equity interests in any Foreign Subsidiary or FSHCO in excess of sixty-five percent (65%) of the total outstanding shares of each class of voting capital stock or other voting equity interest of such Foreign Subsidiary or FSHCO; and (g) motor vehicles and other assets subject to a certificate of title statute, except to the extent perfection of a security interest therein may be accomplished by filing of financing statements in appropriate form in a central filing office located in the jurisdiction in which the granting Credit Party is organized; provided that “Excluded Property” shall not include any Proceeds, products, substitutions or replacements of any Excluded Property (unless such Proceeds, products, substitutions or replacements would constitute Excluded Property).

“Excluded Swap Obligations” means, with respect to any Credit Party, any Swap Obligation if, and to the extent that, all or a portion of the guarantee of such Credit Party of, or the grant by such Credit Party of a security interest to secure, such Swap Obligation (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Credit Party’s failure to constitute an “eligible contract participant” as defined in the Commodity Exchange Act (determined after giving effect to any “keepwell, support or other agreement” for the benefit of such Credit Party and any and all guarantees of such Credit Party’s Swap Obligations by other Credit Parties), at the time such guarantee or grant of security interest of such Credit Party becomes, or would become, effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such guarantee or security interest is, or becomes, illegal.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), branch profits Taxes, and franchise Taxes, in each case (i) imposed by the jurisdiction (or any political subdivision thereof) under the laws of which such Recipient is organized or in which its principal office is located, or, in the case of any Lender, in which its applicable lending office is located or (ii) that otherwise are Other Connection Taxes, (b) in the case of a Lender, United States federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment, or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 3.2, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto, or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 3.2(c), (d), (e) and (f), or to deliver the documentation described in Section 3.2(e), and (d) any withholding Taxes imposed under FATCA.

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“Existing Convertible Notes” means the Convertible Debt Securities issued by Rapid7, Inc. pursuant to the Convertible Note Indenture.

“Existing Convertible Notes Indenture” means that certain Indenture, dated as of August 13, 2018, between Rapid7, Inc. and U.S. Bank National Association, as trustee.

“FATCA” means Sections 1471 through 1474 of the Code, as in effect on the Closing Date (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), and any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code, any intergovernmental agreement entered into in connection with the implementation of such sections of the Code, and any fiscal or regulatory legislation, rules, or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities implementing such Sections of the Code.

“Federal Funds Effective Rate” means, for any day, the rate per annum (rounded upward to the nearest one one-hundredth of one percent (1/100 of 1%)) announced by the Federal Reserve Bank of New York (or any successor) on such day as being the weighted average of the rates on overnight federal funds transactions arranged by federal funds brokers on the previous trading day, as computed and announced by such Federal Reserve Bank (or any successor) in substantially the same manner as such Federal Reserve Bank computes and announces the weighted average it refers to as the “Federal Funds Effective Rate” as of the Closing Date.

“Federal Reserve Bank of New York’s Website” means the website of the Federal Reserve Bank of New York at http://www.newyorkfed.org, or any successor source.

“Financial Officer” means any of the following officers: chief executive officer, president, chief financial officer or controller. Unless otherwise qualified, all references to a Financial Officer in this Agreement shall refer to a Financial Officer of the Administrative Borrower.

“Foreign Lender” means (a) if a Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if a Borrower is not a U.S. Person, a Lender that is resident or organized under the laws of a jurisdiction other than that in which such Borrower is resident for tax purposes.

“Foreign Subsidiary” means a Subsidiary that is organized under the laws of any jurisdiction other than the United States, any State thereof or the District of Columbia.

“Fronting Exposure” means, at any time there is a Defaulting Lender, with respect to the Issuing Lender, such Defaulting Lender’s outstanding Letter of Credit Exposure (to the extent of such Defaulting Lender’s Commitment Percentage of the Revolving Credit Commitment) with respect to Letters of Credit issued by the Issuing Lender, other than Letter of Credit Exposure as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.

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“FSHCO” means any Domestic Subsidiary (including any disregarded entity for U.S. federal income tax purposes), substantially all of the assets of which consist of, directly or indirectly, equity interests in (or equity interests in and indebtedness of) one or more CFCs.

“GAAP” means generally accepted accounting principles in the United States as then in effect, which shall include the official interpretations thereof by the Financial Accounting Standards Board, applied on a basis consistent with the past accounting practices and procedures of Rapid7, Inc.

“General Intangibles” means (a) general intangibles, as that term is defined in the U.C.C.; and (b) choses in action, causes of action, intellectual property, customer lists, corporate or other business records, inventions, designs, patents, patent applications, service marks, registrations, trade names, trademarks, copyrights, licenses, goodwill, computer software, rights to indemnification and tax refunds.

“Governmental Authority” means any nation or government, any state, province or territory, or any local or other political subdivision thereof, any governmental agency, including state public utility commissions, department, authority, instrumentality, regulatory body, court, central bank or other governmental entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank), any securities exchange and any self-regulatory organization exercising such functions, and any group or body charged with setting financial accounting or regulatory capital rules or standards (including, without limitation, the Financial Accounting Standards Board, the Bank for International Settlements or the Basel Committee on Banking Supervision or any successor or similar authority to any of the foregoing).

“Guarantor” means a Person that shall have pledged its credit or property in any manner for the payment or other performance of the indebtedness, contract or other obligation of another and includes (without limitation) any guarantor (whether of payment or of collection), surety, co-maker, endorser or Person that shall have agreed conditionally or otherwise to make any purchase, loan or investment in order thereby to enable another to prevent or correct a default of any kind.

“Guarantor of Payment” means any Subsidiary of a Borrower that shall have executed and delivered a Guaranty of Payment (or Guaranty of Payment Joinder) to the Administrative Agent subsequent to the Closing Date.

“Guaranty of Payment” means each Guaranty of Payment executed and delivered on or after the Closing Date in connection with this Agreement by one or more Guarantors of Payment, as the same may from time to time be amended, restated or otherwise modified.

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“Guaranty of Payment Joinder” means each Guaranty of Payment Joinder, executed and delivered by a Guarantor of Payment for the purpose of adding such Guarantor of Payment as a party to a previously executed Guaranty of Payment.

“Hedge Agreement” means any (a) hedge agreement, interest rate swap, cap, collar or floor agreement, or other interest rate management device entered into by a Company with any Person in connection with any Indebtedness of such Company, or (b) currency swap agreement, forward currency purchase agreement or similar arrangement or agreement designed to protect against fluctuations in currency exchange rates entered into by a Company. For the avoidance of doubt, Permitted Equity Derivatives shall not constitute Hedge Agreements.

“Indebtedness” means, for any Company, without duplication, (a) all obligations to repay borrowed money, direct or indirect, incurred, assumed, or guaranteed, (b) all obligations in respect of the deferred purchase price of property or services (other than trade accounts payable and accrued expenses, in each case incurred in the ordinary course of business), (c) all obligations under conditional sales or other title retention agreements, (d) all obligations (contingent or otherwise) under any letter of credit or banker’s acceptance, (e) all net obligations under any currency swap agreement, interest rate swap, cap, collar or floor agreement or other interest rate management device or any Hedge Agreement, (f) all synthetic leases, (g) all Capitalized Lease Obligations, (h) all obligations of such Company with respect to asset securitization financing programs to the extent that there is recourse against such Company or such Company is liable (contingent or otherwise) under any such program, (i) all obligations to advance funds to, or to purchase assets, property or services from, any other Person in order to maintain the financial condition of such Person, (j) all indebtedness of the types referred to in subparts (a) through (i) above of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Company is a general partner or joint venturer, unless such indebtedness is expressly made non-recourse to such Company, (k) any other transaction (including forward sale or purchase agreements) having the commercial effect of a borrowing of money entered into by such Company to finance its operations or capital requirements, and (l) any guaranty of any obligation described in subparts (a) through (k) above. For the avoidance of doubt, “Indebtedness” shall not include Permitted Equity Derivatives.

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Credit Party under any Loan Document, and (b) to the extent not otherwise described in the foregoing subpart (a), Other Taxes.

“Intellectual Property Security Agreement” means each Intellectual Property Security Agreement, executed and delivered on or after the Closing Date by a Credit Party, wherein such Credit Party, as the case may be, has granted to the Administrative Agent, for the benefit of the Lenders, a security interest in all intellectual property owned by such Credit Party, as the same may from time to time be amended, restated or otherwise modified.

“Interest Adjustment Date” means the last day of each Interest Period.

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“Interest Period” means, with respect to a Eurodollar Loan, the period commencing on the date such Eurodollar Loan is made and ending on the last day of such period, as selected by the Administrative Borrower pursuant to the provisions hereof, and, thereafter (unless such Eurodollar Loan is converted to a Base Rate Loan), each subsequent period commencing on the last day of the immediately preceding Interest Period and ending on the last day of such period, as selected by the Administrative Borrower pursuant to the provisions hereof. The duration of each Interest Period for a Eurodollar Loan shall be one month, two months, three months or six months, in each case as the Administrative Borrower may select upon notice, as set forth in Section 2.5 hereof; provided that, if the Administrative Borrower shall fail to so select the duration of any Interest Period at least three Business Days prior to the Interest Adjustment Date applicable to such Eurodollar Loan, the Borrowers shall be deemed to have converted such Eurodollar Loan to a Base Rate Loan at the end of the then current Interest Period. Notwithstanding the foregoing, no Interest Period shall extend beyond the last day of the Commitment Period.

“Inventory” means inventory, as that term is defined in the U.C.C.

“Investment Policy” means that certain investment policy of Rapid7, Inc., provided to the Administrative Agent and the Lenders prior to the Closing Date, as the same may be amended, restated or otherwise supplemented with the consent of the Administrative Agent, which shall not be unreasonably withheld.

“Investment Property” means investment property, as that term is defined in the U.C.C., unless the Uniform Commercial Code as in effect in another jurisdiction would govern the perfection and priority of a security interest in investment property, and, in such case, “investment property” shall be defined in accordance with the law of that jurisdiction as in effect from time to time.

“Issuing Lender” means, as to any Letter of Credit transaction hereunder, the Administrative Agent as issuer of the Letter of Credit, or, in the event that the Administrative Agent either shall be unable to issue or the Administrative Agent shall agree that another Revolving Lender may issue, a Letter of Credit, such other Revolving Lender as shall be acceptable to the Administrative Agent and shall agree to issue the Letter of Credit in its own name, but in each instance on behalf of the Revolving Lenders.

“KeyBank” means KeyBank National Association, and its successors and assigns.

“Landlord’s Waiver” means a landlord’s waiver in form and substance reasonably satisfactory to the Administrative Agent, delivered by a Credit Party in connection with this Agreement, as such waiver may from time to time be amended, restated or otherwise modified.

“Laws” means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

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“Lender” means that term as defined in the first paragraph of this Agreement and, as the context requires, shall include the Issuing Lender.

“Letter of Credit” means a commercial documentary letter of credit or standby letter of credit that shall be issued by the Issuing Lender for the account of a Borrower or a Guarantor of Payment, including amendments thereto, if any, and shall have an expiration date no later than the earlier of (a) three hundred sixty-four (364) days after its date of issuance (provided that such Letter of Credit may provide for the renewal thereof for additional one year periods), or (b) thirty (30) days prior to the last day of the Commitment Period.

“Letter of Credit Commitment” means the commitment of the Issuing Lender, on behalf of the Revolving Lenders, to issue Letters of Credit in an aggregate face amount of up to Fifteen Million Dollars ($15,000,000).

“Letter of Credit Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all issued and outstanding Letters of Credit, and (b) the aggregate of the draws made on Letters of Credit that have not been reimbursed by the Borrowers or converted to a Revolving Loan pursuant to Section 2.2(b)(iv) hereof.

“Letter of Credit Fee” means, with respect to any Letter of Credit, for any day, an amount equal to (a) the face amount of such Letter of Credit, multiplied by (b) the Applicable Margin for Revolving Loans that are Eurodollar Loans divided by three hundred sixty (360).

“Lien” means any mortgage, deed of trust, security interest, lien (statutory or other), charge, assignment, hypothecation, encumbrance on, pledge or deposit of, or conditional sale, lease (other than operating leases), sale with a right of redemption or other title retention agreement and any capitalized lease with respect to any property (real or personal) or asset.

“Loan” means a Revolving Loan.

“Loan Documents” means, collectively, this Agreement, the Confidential Disclosure Letter, each Note, each Guaranty of Payment, each Guaranty of Payment Joinder, all documentation relating to each Letter of Credit, each Security Document and the Administrative Agent Fee Letter, as any of the foregoing may from time to time be amended, restated or otherwise modified or replaced, and any other document delivered pursuant thereto.

“Material Adverse Effect” means a material adverse effect on (a) the business, assets, operations or financial condition of the Companies taken as a whole, (b) the ability of any Credit Party to perform its obligations under any Loan Document to which it is a party, or (c) the legality, validity, binding effect or enforceability against any Credit Party of any Loan Document to which it is a party.

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“Material Indebtedness Agreement” means the Convertible Debt Securities and any debt instrument, lease (capital, operating or otherwise), guaranty, contract, commitment, agreement or other arrangement evidencing or entered into in connection with any Indebtedness of any Company or the Companies equal to or in excess of the amount of Twenty Million Dollars ($20,000,000).

“Maximum Amount” means, for each Lender, the amount set forth opposite such Lender’s name under the column headed “Maximum Amount” as set forth on Schedule 1 hereto, subject to (a) decreases pursuant to Section 2.9(a) hereof, (b) increases pursuant to Section 2.9(b) hereof, and (c) assignments of interests pursuant to Section 11.10 hereof; provided that the Maximum Amount of the Issuing Lender shall exclude the Letter of Credit Commitment (other than its pro rata share thereof).

“Maximum Rate” means that term as defined in Section 2.3(c) hereof.

“Minimum Collateral Amount” means, at any time, (a) with respect to Cash Collateral consisting of cash or deposit account balances, an amount equal to one hundred three percent (103%) of the Fronting Exposure of the Issuing Lender with respect to Letters of Credit issued and outstanding at such time, and (b) otherwise, an amount determined by the Administrative Agent and the Issuing Lender in their sole discretion.

“Moody’s” means Moody’s Investors Service, Inc., and any successor to such company.

“Multiemployer Plan” means a Pension Plan that is subject to the requirements of Subtitle E of Title IV of ERISA.

“Non-Consenting Lender” means that term as defined in Section 11.3(c) hereof.

“Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender at such time.

“Note” means a Revolving Credit Note, or any other promissory note delivered pursuant to this Agreement.

“Notice of Loan” means a Notice of Loan in the form of the attached Exhibit B.

“Obligations” means, collectively, (a) all Indebtedness and other obligations now owing or hereafter incurred by the one or more Borrowers to the Administrative Agent, the Issuing Lender, or any Lender pursuant to this Agreement and the other Loan Documents, and includes the principal of and interest on all Loans, and all obligations of the Borrowers or any other Credit Party pursuant to Letters of Credit; (b) each extension, renewal, consolidation or refinancing of any of the foregoing, in whole or in part; (c) the commitment and other fees, and any prepayment fees, payable pursuant to this Agreement or any other Loan Document; (d) all fees and charges in connection with Letters of Credit; (e) every other liability, now or hereafter owing to the Administrative Agent or any Lender by any Company pursuant to this Agreement or any other Loan Document; and (f) all Related Expenses.

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“Organizational Documents” means, with respect to any Person (other than an individual), such Person’s Articles (Certificate) of Incorporation, operating agreement or equivalent formation documents, and Regulations (Bylaws), or equivalent governing documents, and any amendments to any of the foregoing.

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between the Administrative Agent or such Recipient and the jurisdiction imposing such Taxes (other than connections arising solely from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to, or enforced, any Loan Document, or sold or assigned an interest in any Loan, Letter of Credit, or any Loan Document).

“Other Taxes” means any and all present or future stamp or documentary, intangible, recording, filing or similar Taxes arising from any payment made hereunder or under any other Loan Document, or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment pursuant to Section 3.6 hereof.

“Participant” means that term as defined in Section 11.11 hereof.

“Participant Register” means that term as described in Section 11.11(e) hereof.

“Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, USA Patriot Act, Title III of Pub. L. 107-56, signed into law October 26, 2001, as amended from time to time.

“PBGC” means the Pension Benefit Guaranty Corporation, and its successor.

“Pension Plan” means an ERISA Plan that is a “pension plan” (within the meaning of ERISA Section 3(2)).

“Permitted Equity Derivatives” means any forward purchase agreement, accelerated share purchase agreement, call option, warrant transaction or other equity derivative transaction relating to the equity interests of Rapid7, Inc. (or other securities or property following a merger event or other change of the common stock of Rapid7, Inc.) executed in connection with the issuance of any Convertible Debt Securities (or deemed executed therewith) (including the Existing Convertible Notes).

“Person” means any individual, sole proprietorship, partnership, joint venture, unincorporated organization, corporation, limited liability company, unlimited liability company, institution, trust, estate, Governmental Authority or any other entity.

“Platform” means Debt Domain, Intralinks, Syndtrak or a substantially similar electronic transmission system selected by the Administrative Agent.

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“Pledge Agreement” means each of the Pledge Agreements, relating to the Pledged Securities, executed and delivered by a Credit Party, as applicable, in favor of the Administrative Agent, for the benefit of the Lenders, dated on or after the Closing Date, as any of the foregoing may from time to time be amended, restated or otherwise modified.

“Pledged Notes” means the promissory notes payable to a Credit Party, as described on Schedule 7.4 of the Confidential Disclosure Letter, and any additional or future promissory notes that may hereafter from time to time be payable to a Credit Party.

“Pledged Securities” means all of the shares of capital stock or other equity interests of a direct Subsidiary of a Credit Party, whether now owned or hereafter acquired or created, and all proceeds thereof; provided that Pledged Securities shall exclude shares of voting capital stock or other voting equity interests in any Foreign Subsidiary that is a CFC or any FSHCO in excess of sixty-five percent (65%) of the total outstanding shares of each class of voting capital stock or other voting equity interest of such Foreign Subsidiary or any FSHCO, whether held directly or indirectly through a disregarded entity. (Schedule 3 of the Confidential Disclosure Letter lists, as of the Closing Date, all of the Pledged Securities.)

“Prime Rate” means the interest rate established from time to time by the Administrative Agent as the Administrative Agent’s prime rate, whether or not such rate shall be publicly announced; the Prime Rate may not be the lowest interest rate charged by the Administrative Agent for commercial or other extensions of credit. Each change in the Prime Rate shall be effective immediately from and after such change.

“Proceeds” means (a) proceeds, as that term is defined in the U.C.C., and any other proceeds, and (b) whatever is received upon the sale, exchange, collection or other disposition of Collateral or proceeds, whether cash or non-cash. Cash proceeds include, without limitation, moneys, checks and Deposit Accounts. Proceeds include, without limitation, any Account arising when the right to payment is earned under a contract right, any insurance payable by reason of loss or damage to the Collateral, and any return or unearned premium upon any cancellation of insurance. Except as expressly authorized in this Agreement, the right of the Administrative Agent and the Lenders to Proceeds specifically set forth herein, or indicated in any financing statement, shall never constitute an express or implied authorization on the part of the Administrative Agent or any Lender to a Company’s sale, exchange, collection or other disposition of any or all of the collateral securing the Secured Obligations.

“Project Stratus” means that certain company identified to the Administrative Agent and the Lenders prior to the closing date as “Project Stratus”.

“PTE” means a prohibited transaction class exemption issued by the United States Department of Labor, as any such exemption may be amended from time to time.

“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

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“Recipient” means, as applicable (a) any Lender, or (b) the Issuing Lender.

“Recurring Revenue” means, for any period, an amount equal to recurring revenue of Rapid7, Inc. for such period, as determined on a Consolidated basis, from products, maintenance and supports (and specifically excluding professional services), calculated in a manner consistent with past business practices and as each category is reported in the financial statements delivered pursuant to Section 5.3(a) and (b) hereof.

“Register” means that term as described in Section 11.10(c) hereof.

“Regularly Scheduled Payment Date” means the last Business Day of each March, June, September and December of each year.

“Related Expenses” means any and all documented reasonable out-of-pocket costs, liabilities and expenses (including, without limitation, losses, damages, penalties, claims, actions, reasonable and actual attorneys’ fees, legal expenses, judgments, suits and disbursements) (a) incurred by the Administrative Agent, or imposed upon or asserted against the Administrative Agent or any Lender, in any attempt by the Administrative Agent to (i) enforce this Agreement or any other Loan Document or obtain, preserve, perfect or enforce any Loan Document or any security interest evidenced by any Loan Document; (ii) obtain payment, performance or observance of any and all of the Secured Obligations; or (iii) maintain, insure, audit, collect, preserve, repossess or dispose of any of the collateral securing the Secured Obligations or any part thereof, including, without limitation, costs and expenses for appraisals, assessments and audits of any Company or any such collateral; or (b) incidental or related to subpart (a) above, including, without limitation, interest thereupon from the date incurred, imposed or asserted until paid at the Default Rate.

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.

“Relevant Governmental Body” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto, including without limitation the Alternative Reference Rates Committee.

“Removal Effective Date” means that term as defined in Section 10.6(b) hereof.

“Reportable Event” means a “reportable event” as that term is defined in Title IV of ERISA, except actions of general applicability by the Secretary of Labor under Section 110 of such Act.

“Required Lenders” means the holders of more than fifty percent (50%), based upon each Lender’s Commitment Percentage, of an amount equal to (a) during the Commitment Period, the Total Commitment Amount, and (b) after the Commitment Period, the Revolving Credit Exposure; provided that (i) any portion held or deemed to be held by any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders, and (ii) if there shall be two or more unaffiliated Lenders (that are not Defaulting Lenders), Required Lenders shall constitute at least two unaffiliated Lenders.

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“Reserve Percentage” means, for any day, that percentage (expressed as a decimal) that is in effect on such day, as prescribed by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement (including, without limitation, all basic, supplemental, marginal and other reserves and taking into account any transitional adjustments or other scheduled changes in reserve requirements) for a member bank of the Federal Reserve System in Cleveland, Ohio, in respect of Eurocurrency Liabilities. The Eurodollar Rate shall be adjusted automatically on and as of the effective date of any change in the Reserve Percentage.

“Resignation Effective Date” means that term as defined in Section 10.6(a) hereof.

“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

“Restricted Payment” means, with respect to any Company, (a) any Capital Distribution paid in cash, (b) any amount paid in cash by such Company in repayment, redemption, retirement, conversion or repurchase, directly or indirectly, (i) of any Subordinated Indebtedness or (ii) Indebtedness under Convertible Debt Securities, or (c) any amount paid in cash by such Company in respect of any management, consulting or other similar arrangement with any equity holder (other than a Company) of a Company or an Affiliate. Notwithstanding the foregoing, and for the avoidance of doubt, (A) a payment by a Company to another Credit Party is not a Restricted Payment, (B) any delivery of equity interests due upon conversion of any Convertible Debt Securities (plus cash in lieu of delivering any fractional share) shall not constitute a Restricted Payment and (C) any payment (including payment of any premium) or delivery with respect to, or early unwind, settlement or termination of, any Permitted Equity Derivative shall not constitute a Restricted Payment.

“Revolving Amount” means Thirty Million Dollars ($30,000,000), as such amount may be increased pursuant to Section 2.9(b) hereof or reduced pursuant to Section 2.9(a) hereof.

“Revolving Credit Commitment” means the obligation hereunder, during the Commitment Period, of (a) the Revolving Lenders (and each Revolving Lender) to make Revolving Loans, and (b) the Issuing Lender to issue, and each Revolving Lender to participate in, Letters of Credit pursuant to the Letter of Credit Commitment; up to an aggregate principal amount outstanding at any time equal to the Revolving Amount.

“Revolving Credit Exposure” means, at any time, the sum of (a) the aggregate principal amount of all Revolving Loans outstanding, and (b) the Letter of Credit Exposure.

“Revolving Credit Note” means a Revolving Credit Note, in the form of the attached Exhibit A, executed and delivered pursuant to Section 2.4(a) hereof.

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“Revolving Lender” means a Lender with a percentage of the Revolving Credit Commitment as set forth on Schedule 1 hereto, or that acquires a percentage of the Revolving Credit Commitment pursuant to Section 2.9(b) or 11.10 hereof.

“Revolving Loan” means a loan made to the Borrowers by the Revolving Lenders in accordance with Section 2.2(a) hereof.

“Sanctions” means any sanctions administered or enforced from time to time by (a) the U.S. government, including those administered by the Office of Foreign Assets Control or the U.S. Department of State or (b) the United Nations Security Council, the European Union or Her Majesty’s Treasury of the United Kingdom.

“SEC” means the United States Securities and Exchange Commission, or any governmental body or agency succeeding to any of its principal functions.

“Secured Obligations” means, collectively, (a) the Obligations, (b) all obligations and liabilities of the Companies owing to a Lender (or an entity that is an Affiliate of a then existing Lender) under Hedge Agreements, and (c) the Bank Product Obligations owing to a Lender (or an entity that is an Affiliate of a then existing Lender) under Bank Product Agreements; provided that Secured Obligations of a Credit Party shall not include Excluded Swap Obligations owing from such Credit Party. For the avoidance of doubt, Permitted Equity Derivatives shall not constitute Secured Obligations.

“Securities Account” means a securities account, as that term is defined in the U.C.C.

“Securities Account Control Agreement” means each Securities Account Control Agreement (or similar agreement with respect to a Securities Account) among a Credit Party, the Administrative Agent and a Securities Intermediary, dated on or after the Closing Date, to be in form and substance reasonably satisfactory to the Administrative Agent, as the same may from time to time be amended, restated or otherwise modified.

“Securities Intermediary” means a clearing corporation or a Person, including, without limitation, a bank or broker, that in the ordinary course of its business maintains Securities Accounts for others and is acting in that capacity.

“Security Agreement” means each Security Agreement, executed and delivered by one or more Guarantors of Payment in favor of the Administrative Agent, for the benefit of the Lenders, dated as of the Closing Date, and any other Security Agreement executed on or after the Closing Date, as the same may from time to time be amended, restated or otherwise modified.

“Security Agreement Joinder” means each Security Agreement Joinder, executed and delivered by a Guarantor of Payment for the purpose of adding such Guarantor of Payment as a party to a previously executed Security Agreement.

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“Security Document” means each Security Agreement, each Security Agreement Joinder, each Pledge Agreement, each Intellectual Property Security Agreement, the Landlord’s Waiver, each Control Agreement, each U.C.C. Financing Statement or similar filing as to a jurisdiction located outside of the United States filed in connection herewith or perfecting any interest created in any of the foregoing documents, and any other document pursuant to which any Lien is granted by a Company or any other Person to the Administrative Agent, for the benefit of the Lenders, as security for the Secured Obligations, or any part thereof, and each other agreement executed or provided to the Administrative Agent in connection with any of the foregoing, as any of the foregoing may from time to time be amended, restated or otherwise modified or replaced.

“SOFR” with respect to any day means the secured overnight financing rate published for such day by the Federal Reserve Bank of New York, as the administrator of the benchmark, (or a successor administrator) on the Federal Reserve Bank of New York’s Website.

“Solvent” means, with respect to any Person, that (a) the fair value of such Person’s assets is in excess of the total amount of such Person’s debts, as determined in accordance with the Bankruptcy Code, (b) the present fair saleable value of such Person’s assets is in excess of the amount that will be required to pay such Person’s debts as such debts become absolute and matured, (c) such Person is able to realize upon its assets and pay its debts and other liabilities (including disputed, contingent and unliquidated liabilities) as such liabilities mature in the normal course of business, (d) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond its ability to pay as such debts and liabilities mature, and (e) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which its property would constitute an unreasonably small amount of capital. As used in this definition, the term “debts” includes any legal liability, whether matured or unmatured, liquidated or unliquidated, absolute, fixed or contingent, as determined in accordance with the Bankruptcy Code.

“Standard & Poor’s” means S&P Global Ratings, a business unit of Standard & Poor’s Financial Services LLC, a subsidiary of S&P Global Inc., and any successor thereto.

“Subordinated Indebtedness” means Indebtedness that shall have been subordinated (by written terms or written agreement being, in either case, in form and substance reasonably satisfactory to the Administrative Agent) in favor of the prior payment in full of the Obligations.

“Subsidiary” means, with respect to any Person, (a) a corporation more than fifty percent (50%) of the Voting Power of which is owned, directly or indirectly, by such Person or by one or more other subsidiaries of such Person or by such Person and one or more subsidiaries of such Person, (b) a partnership, limited liability company or unlimited liability company of which such Person, one or more other subsidiaries of such Person or such Person and one or more subsidiaries of such Person, directly or indirectly, is a general partner or managing member, as the case may be, or otherwise has an ownership interest greater than fifty percent (50%) of all of the ownership interests in such partnership, limited liability company or unlimited liability company, or (c) any other Person (other than a corporation, partnership, limited liability company or unlimited liability company) in which such Person, one or more other subsidiaries of such Person or such Person and one or more subsidiaries of such Person, directly or indirectly, has at least a majority interest in the Voting Power or the power to elect or direct the election of a majority of directors or other governing body of such Person. Unless the context otherwise requires, Subsidiary herein shall be a reference to a Subsidiary of a Borrower.

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“Supporting Letter of Credit” means a standby letter of credit, in form and substance satisfactory to the Administrative Agent and the Issuing Lender, issued by an issuer satisfactory to the Administrative Agent and the Issuing Lender.

“SVB Letters of Credit” means those certain cash collateralized standby letters of credit issued by Silicon Valley Bank for the account of the Borrowers, set forth on Schedule 5.8 to the Confidential Disclosure Letter.

“Swap Obligations” means, with respect to any Company, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act. For the avoidance of doubt, Permitted Equity Derivatives shall not constitute Swap Obligations.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term SOFR” means the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.

“Total Commitment Amount” means the principal amount of Thirty Million Dollars ($30,000,000), as such amount may be increased pursuant to Section 2.9(b) hereof, or decreased pursuant to Section 2.9(a) hereof.

“U.C.C.” means the Uniform Commercial Code, as in effect from time to time in the State of New York.

“U.C.C. Financing Statement” means a financing statement filed or to be filed in accordance with the Uniform Commercial Code, as in effect from time to time, in the relevant state or states.

“U.S. Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.

“U.S. Tax Compliance Certificate” means that term as defined in Section 3.2(e) hereof.

“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

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“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

“Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.

“United States” means the United States of America.

“USPTO” means the United States Patent and Trademark Office in Alexandria, Virginia.

“Voting Power” means, with respect to any Person, the exclusive ability to control, through the ownership of shares of capital stock, partnership interests, membership interests or otherwise, the election of members of the board of directors or other similar governing body of such Person. The holding of a designated percentage of Voting Power of a Person means the ownership of shares of capital stock, partnership interests, membership interests or other interests of such Person sufficient to control exclusively the election of that percentage of the members of the board of directors or similar governing body of such Person.

“Welfare Plan” means an ERISA Plan that is a “welfare plan” within the meaning of ERISA Section 3(l).

“Withholding Agent” means any Credit Party and the Administrative Agent.

“Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

Section 1.2. Accounting Terms.

(a) Any accounting term not specifically defined in this Article I shall have the meaning ascribed thereto by GAAP.

(b) If any change in the rules, regulations, pronouncements, opinions or other requirements of the Financial Accounting Standards Board (or any successor thereto or agency with similar function) is made with respect to GAAP, or if the Borrowers adopt the International Financial Reporting Standards, and such change or adoption results in a change in the calculation of any component (or components in the aggregate) of the financial covenants set forth in Section 5.7 hereof or the related financial definitions, at the option of the Administrative Agent,

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the Required Lenders or the Administrative Borrower, the parties hereto will enter into good faith negotiations to amend such financial covenants and financial definitions in such manner as the parties shall agree, each acting reasonably, in order to reflect fairly such change or adoption so that the criteria for evaluating the financial condition of the Borrowers shall be the same in commercial effect after, as well as before, such change or adoption is made (in which case the method and calculating such financial covenants and definitions hereunder shall be determined in the manner so agreed); provided that, until so amended, such calculations shall continue to be computed in accordance with GAAP as in effect prior to such change or adoption.

(c) Notwithstanding the foregoing, all financial covenants contained herein shall be calculated, and compliance with negative covenants contained herein shall be determined, without giving effect to Accounting Standards Codification 842 (or any other Accounting Standards Codification having similar result or effect) (and related interpretations) to the extent any lease (or similar arrangement) would be required to be treated as a capital lease thereunder where such lease (or arrangement) would have been treated as an operating lease under GAAP as in effect immediately prior to the effectiveness of such Accounting Standards Codification.

Section 1.3. Terms Generally. The foregoing definitions shall be applicable to the singular and plural forms of the foregoing defined terms. Unless otherwise defined in this Article I, terms that are defined in the U.C.C. are used herein as so defined. For the avoidance of doubt, the term “equity interests” shall not include Convertible Debt Securities (including the Existing Convertible Notes).

Section 1.4. Divisions. For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its equity interests at such time.

ARTICLE II. AMOUNT AND TERMS OF CREDIT

Section 2.1. Amount and Nature of Credit.

(a) Subject to the terms and conditions of this Agreement, the Lenders, on and after the Closing Date and during the remainder of the Commitment Period and to the extent hereinafter provided, shall make Loans to the Borrowers, and participate in Letters of Credit (or, if the Issuing Lender, issue Letters of Credit) at the request of the Borrowers, in such aggregate amount as the Borrowers shall request pursuant to the Commitment; provided that in no event shall the aggregate principal amount of all Loans and Letters of Credit outstanding under this Agreement be in excess of the Total Commitment Amount.

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(b) Each Lender, for itself and not one for any other, agrees to make Loans, and participate in Letters of Credit (or, if the Issuing Lender, issue Letters of Credit), during the Commitment Period, on such basis that, immediately after the completion of any borrowing by the Borrowers or the issuance of a Letter of Credit:

(i) the aggregate outstanding principal amount of Loans made by such Lender, when combined with such Lender’s pro rata share, if any, of the Letter of Credit Exposure, shall not be in excess of the Maximum Amount for such Lender; and

(ii) the aggregate outstanding principal amount of Loans shall represent that percentage of the aggregate principal amount then outstanding on all Loans that shall be such Lender’s Commitment Percentage.

Each borrowing from the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders.

(c) The Loans may be made as Revolving Loans as described in Section 2.2(a) hereof, and Letters of Credit may be issued in accordance with Section 2.2(b) hereof.

Section 2.2. Revolving Credit Commitment.

(a) Revolving Loans. Subject to the terms and conditions of this Agreement, on and after the Closing Date and during the remainder of the Commitment Period, the Revolving Lenders shall make a Revolving Loan or Revolving Loans to the Borrowers in such amount or amounts as the Administrative Borrower, through an Authorized Officer, may from time to time request, but not exceeding in aggregate principal amount at any time outstanding hereunder the Revolving Credit Commitment, when such Revolving Loans are combined with the Letter of Credit Exposure. The Borrowers shall have the option, subject to the terms and conditions set forth herein, to borrow Revolving Loans, maturing on the last day of the Commitment Period, by means of any combination of Base Rate Loans or Eurodollar Loans. Subject to the provisions of this Agreement, the Borrowers shall be entitled under this Section 2.2(a) to borrow Revolving Loans, repay the same in whole or in part and re-borrow Revolving Loans hereunder at any time and from time to time during the Commitment Period. The aggregate outstanding amount of all Revolving Loans shall be payable in full on the last day of the Commitment Period.

(b) Letters of Credit.

(i) Generally. Subject to the terms and conditions of this Agreement, on and after the Closing Date and during the remainder of the Commitment Period, the Issuing Lender shall, in its own name, on behalf of the Revolving Lenders, issue such Letters of Credit for the account of a Borrower or a Guarantor of Payment, as the Administrative Borrower may from time to time request. The Administrative Borrower shall not request any Letter of Credit (and the Issuing Lender shall not be obligated to issue any Letter of Credit) if, after giving effect thereto, (A) the Letter of Credit Exposure would exceed the Letter of Credit Commitment, or (B) the Revolving Credit Exposure would exceed the Revolving Credit Commitment. The issuance of each Letter of Credit shall confer upon each Revolving Lender the benefits and liabilities of a participation consisting of an undivided pro rata interest in the Letter of Credit to the extent of such Revolving Lender’s Commitment Percentage.

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(ii) Request for Letter of Credit. Each request for a Letter of Credit shall be delivered to the Administrative Agent (and to the Issuing Lender, if the Issuing Lender is a Lender other than the Administrative Agent) by an Authorized Officer not later than 11:00 A.M. (Eastern time) three Business Days prior to the date of the proposed issuance of the Letter of Credit (or such shorter period as may be acceptable to the Issuing Lender). Each such request shall be in a form reasonably acceptable to the Administrative Agent (and the Issuing Lender, if the Issuing Lender is a Lender other than the Administrative Agent) and shall specify the face amount thereof, whether such Letter of Credit is a commercial documentary or a standby Letter of Credit, the account party, the beneficiary, the requested date of issuance, amendment, renewal or extension, the expiry date thereof, and the nature of the transaction or obligation to be supported thereby. Concurrently with each such request, the Administrative Borrower, and any Guarantor of Payment for whose account the Letter of Credit is to be issued, shall execute and deliver to the Issuing Lender an appropriate application and agreement, being in the standard form of the Issuing Lender for such letters of credit, as amended to conform to the provisions of this Agreement if required by the Administrative Agent. The Administrative Agent shall give the Issuing Lender and each Revolving Lender notice of each such request for a Letter of Credit.

(iii) Commercial Documentary Letters of Credit Fees. With respect to each Letter of Credit that shall be a commercial documentary letter of credit and the drafts thereunder, whether issued for the account of a Borrower or a Guarantor of Payment, the Borrowers agree to (A) pay to the Administrative Agent, for the pro rata benefit of the Revolving Lenders, a non-refundable commission based upon the face amount of such Letter of Credit, which shall be paid quarterly in arrears, on each Regularly Scheduled Payment Date, in an amount equal to the aggregate sum of the Letter of Credit Fee for such Letter of Credit for each day of such quarter; (B) pay to the Administrative Agent, for the sole benefit of the Issuing Lender, an additional Letter of Credit fee, which shall be paid on each date that such Letter of Credit is issued, amended or renewed, at the rate of one-eighth percent (1/8%) of the face amount of such Letter of Credit; and (C) pay to the Administrative Agent, for the sole benefit of the Issuing Lender, such other issuance, amendment, renewal, negotiation, draw, acceptance, telex, courier, postage and similar transactional fees as are customarily charged by the Issuing Lender in respect of the issuance and administration of similar letters of credit under its fee schedule as in effect from time to time.

(iv) Standby Letters of Credit Fees. With respect to each Letter of Credit that shall be a standby letter of credit and the drafts thereunder, if any, whether issued for the account of a Borrower or a Guarantor of Payment, the Borrowers agree to (A) pay to the Administrative Agent, for the pro rata benefit of the Revolving Lenders, a non-refundable commission based upon the face amount of such Letter of Credit, which shall be paid quarterly in arrears, on each Regularly Scheduled Payment Date, in an amount equal to the aggregate sum of the Letter of Credit Fee for such Letter of Credit for each day of

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such quarter; (B) pay to the Administrative Agent, for the sole benefit of the Issuing Lender, an additional Letter of Credit fee, which shall be paid on each date that such Letter of Credit is issued, amended or renewed at the rate of one-eighth percent (1/8%) of the face amount of such Letter of Credit; and (C) pay to the Administrative Agent, for the sole benefit of the Issuing Lender, such other issuance, amendment, renewal, negotiation, draw, acceptance, telex, courier, postage and similar transactional fees as are customarily charged by the Issuing Lender in respect of the issuance and administration of similar letters of credit under its fee schedule as in effect from time to time.

(v) Refunding of Letters of Credit with Revolving Loans. Whenever a Letter of Credit shall be drawn, the Borrowers shall promptly reimburse the Issuing Lender for the amount drawn. In the event that the amount drawn shall not have been reimbursed by the Borrowers within one Business Day of the drawing of such Letter of Credit, the Borrowers shall be deemed to have requested a Revolving Loan, subject to the provisions of Sections 2.2(a) and 2.5 hereof (other than the requirement set forth in Section 2.5(d) hereof), in the amount drawn. Such Revolving Loan shall be evidenced by the Revolving Credit Notes (or, if a Lender has not requested a Revolving Credit Note, by the records of the Administrative Agent and such Lender). Each Revolving Lender agrees to make a Revolving Loan on the date of such notice, subject to no conditions precedent whatsoever. Each Revolving Lender acknowledges and agrees that its obligation to make a Revolving Loan pursuant to Section 2.2(a) hereof when required by this subpart (v) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that its payment to the Administrative Agent, for the account of the Issuing Lender, of the proceeds of such Revolving Loan shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the Revolving Credit Commitment shall have been reduced or terminated. The Borrowers irrevocably authorizes and instructs the Administrative Agent to apply the proceeds of any borrowing pursuant to this subpart (v) to reimburse, in full (other than the Issuing Lender’s pro rata share of such borrowing), the Issuing Lender for the amount drawn on such Letter of Credit. Each such Revolving Loan shall be deemed to be a Base Rate Loan unless otherwise requested by and available to the Borrowers hereunder. Each Revolving Lender is hereby authorized to record on its records relating to its Revolving Credit Note (or, if such Revolving Lender has not requested a Revolving Credit Note, its records relating to Revolving Loans) such Revolving Lender’s pro rata share of the amounts paid and not reimbursed on the Letters of Credit.

(vi) Participation in Letters of Credit. If, for any reason, the Administrative Agent (and the Issuing Lender if the Issuing Lender is a Revolving Lender other than the Administrative Agent) shall be unable to or, in the opinion of the Administrative Agent, it shall be impracticable to, convert any amount drawn under a Letter of Credit to a Revolving Loan pursuant to the preceding subsection, the Administrative Agent (and the Issuing Lender if the Issuing Lender is a Revolving Lender other than the Administrative Agent) shall have the right to request that each Revolving Lender fund a participation in the amount due with respect to such Letter of Credit, and the Administrative Agent shall promptly notify each Revolving Lender thereof (by facsimile or email (in each case

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confirmed by telephone) or telephone (confirmed in writing)). Upon such notice, but without further action, the Issuing Lender hereby agrees to grant to each Revolving Lender, and each Revolving Lender hereby agrees to acquire from the Issuing Lender, an undivided participation interest in the amount due with respect to such Letter of Credit in an amount equal to such Revolving Lender’s Commitment Percentage of the principal amount due with respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Issuing Lender, such Revolving Lender’s ratable share of the amount due with respect to such Letter of Credit (determined in accordance with such Revolving Lender’s Commitment Percentage). Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrowers pursuant to this subsection (vi) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the Revolving Credit Commitment shall have been reduced or terminated. Each Revolving Lender shall comply with its obligation under this subsection (vi) by wire transfer of immediately available funds, in the same manner as provided in Section 2.5 hereof with respect to Revolving Loans.

(vii) Auto-Renewal Letters of Credit. If the Administrative Borrower so requests, a Letter of Credit shall have an automatic renewal provision; provided that any Letter of Credit that has an automatic renewal provision must permit the Administrative Agent (or the applicable Issuing Lender if the Issuing Lender is a Lender other than the Administrative Agent) to prevent any such renewal by giving prior notice to the beneficiary thereof not later than thirty (30) days prior to the renewal date of such Letter of Credit. Once any such Letter of Credit that has automatic renewal provisions has been issued, the Revolving Lenders shall be deemed to have authorized (but may not require) the Administrative Agent (and the Issuing Lender) to permit at any time the renewal of such Letter of Credit to an expiry date not later than one year after the last day of the Commitment Period.

(viii) Letters of Credit Outstanding Beyond the Commitment Period. If any Letter of Credit is outstanding upon the termination of the Commitment, then, prior to such termination, the Borrowers shall deposit with the Administrative Agent, for the benefit of the Issuing Lender, with respect to all outstanding Letters of Credit, either cash or a Supporting Letter of Credit, which, in each case, is (A) in an amount equal to one hundred five percent (105%) of the undrawn amount of the outstanding Letters of Credit, and (B) free and clear of all rights and claims of third parties. The cash shall be deposited in an escrow account at a financial institution designated by the Issuing Lender. The Issuing Lender shall be entitled to withdraw (with respect to the cash) or draw (with respect to the Supporting Letter of Credit) amounts necessary to reimburse the Issuing Lender for payments to be made under the Letters of Credit and any fees and expenses associated with such Letters of Credit, or incurred pursuant to the reimbursement

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agreements with respect to such Letters of Credit. The Borrowers shall also execute such documentation as the Administrative Agent or the Issuing Lender may reasonably require in connection with the survival of the Letters of Credit beyond the Commitment or this Agreement. After expiration of all undrawn Letters of Credit, the Supporting Letter of Credit or the remainder of the cash, if any, as the case may be, shall promptly be returned to the Borrowers.

Section 2.3. Interest.

(a) Revolving Loans.

(i) Base Rate Loan. The Borrowers shall pay interest on the unpaid principal amount of a Revolving Loan that is a Base Rate Loan outstanding from time to time from the date thereof until paid at the Derived Base Rate from time to time in effect. Interest on such Base Rate Loan shall be payable, commencing June 30, 2020, and continuing on each Regularly Scheduled Payment Date thereafter and at the maturity thereof.

(ii) Eurodollar Loans. The Borrowers shall pay interest on the unpaid principal amount of each Revolving Loan that is a Eurodollar Loan outstanding from time to time, with the interest rate to be fixed in advance on the first day of the Interest Period applicable thereto through the last day of the Interest Period applicable thereto, at the Derived Eurodollar Rate. Interest on such Eurodollar Loan shall be payable on each Interest Adjustment Date with respect to an Interest Period (provided that, if an Interest Period shall exceed three months, the interest must also be paid every three months, commencing three months from the beginning of such Interest Period).

(b) Default Rate. Anything herein to the contrary notwithstanding, if an Event of Default shall occur and be continuing, upon the election of the Administrative Agent or the Required Lenders (i) the principal of each Loan and the unpaid interest thereon shall bear interest, until paid, at the Default Rate, (ii) the fee for the aggregate undrawn amount of all issued and outstanding Letters of Credit that have not been cash collateralized in accordance with Section 9.3, shall be increased by two percent (2%) in excess of the rate otherwise applicable thereto, and (iii) in the case of any other amount not paid when due from the Borrowers hereunder or under any other Loan Document, such amount shall bear interest at the Default Rate; provided that, during an Event of Default under Section 8.1 or 8.11 hereof, the applicable Default Rate shall apply without any election or action on the part of the Administrative Agent or any Lender.

(c) Limitation on Interest. In no event shall the rate of interest hereunder exceed the maximum rate allowable by law. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrowers. In determining whether the interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (i) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (ii) exclude voluntary prepayments and the effects thereof, and (iii) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations.

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Section 2.4. Evidence of Indebtedness.

(a) Revolving Loans. Upon the request of a Revolving Lender, to evidence the obligation of the Borrowers to repay the portion of the Revolving Loans made by such Revolving Lender and to pay interest thereon, the Borrowers shall execute a Revolving Credit Note, payable to the order of such Revolving Lender in the principal amount equal to its Commitment Percentage of the Revolving Amount, or, if less, the aggregate unpaid principal amount of Revolving Loans made by such Revolving Lender; provided that the failure of a Revolving Lender to request a Revolving Credit Note shall in no way detract from the Borrowers’ obligations to such Revolving Lender hereunder.

Section 2.5. Notice of Loans and Credit Events; Funding of Loans.

(a) Notice of Loans and Credit Events. The Administrative Borrower, through an Authorized Officer, shall provide to the Administrative Agent a Notice of Loan prior to (i) 11:00 A.M. (Eastern time) on the proposed date of borrowing of, or conversion of a Loan to, a Base Rate Loan, and (ii) 11:00 A.M. (Eastern time) three Business Days prior to the proposed date of borrowing of, continuation of, or conversion of a Loan to, a Eurodollar Loan. An Authorized Officer of the Administrative Borrower may verbally request a Loan, so long as a Notice of Loan is received by the end of the same Business Day, and, if the Administrative Agent or any Lender provides funds or initiates funding based upon such verbal request, the Borrowers shall bear the risk with respect to any information regarding such funding that is later determined to have been incorrect. The Borrowers shall comply with the notice provisions set forth in Section 2.2(b) hereof with respect to Letters of Credit.

(b) Funding of Loans. The Administrative Agent shall notify the appropriate Lenders of the date, amount and Interest Period (if applicable) promptly upon the receipt of a Notice of Loan, and, in any event, by 2:00 P.M. (Eastern time) on the date such Notice of Loan is received. On the date that the Credit Event set forth in such Notice of Loan is to occur, each such Lender shall provide to the Administrative Agent, not later than 3:00 P.M. (Eastern time), the amount in Dollars, in federal or other immediately available funds, required of it. If the Administrative Agent shall elect to advance the proceeds of such Loan prior to receiving funds from such Lender, the Administrative Agent shall have the right, upon prior notice to the Administrative Borrower, to debit any account of one or more Borrowers or otherwise receive such amount from the Borrowers, promptly after demand, in the event that such Lender shall fail to reimburse the Administrative Agent in accordance with this subsection (b). The Administrative Agent shall also have the right to receive interest from such Lender at the Federal Funds Effective Rate in the event that such Lender shall fail to provide its portion of the Loan on the date requested and the Administrative Agent shall elect to provide such funds.

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(c) Conversion and Continuation of Loans.

(i) At the request of the Administrative Borrower to the Administrative Agent, subject to the notice and other provisions of this Agreement, the appropriate Lenders shall convert a Base Rate Loan to one or more Eurodollar Loans at any time and shall convert a Eurodollar Loan to a Base Rate Loan on any Interest Adjustment Date applicable thereto.

(ii) At the request of the Administrative Borrower to the Administrative Agent, subject to the notice and other provisions of this Agreement, the appropriate Lenders shall continue one or more Eurodollar Loans as of the end of the applicable Interest Period as a new Eurodollar Loan with a new Interest Period.

(d) Minimum Amount for Loans. Each request for:

(i) a Base Rate Loan shall be in an amount of not less than Five Hundred Thousand Dollars ($500,000), increased by increments of One Hundred Thousand Dollars ($100,000); and

(ii) a Eurodollar Loan shall be in an amount of not less than One Million Dollars ($1,000,000), increased by increments of Two Hundred Fifty Thousand Dollars ($250,000).

(e) Interest Periods. The Administrative Borrower shall not request that Eurodollar Loans be outstanding for more than six different Interest Periods at the same time.

Section 2.6. Payment on Loans and Other Obligations.

(a) Payments Generally. Each payment made hereunder or under any other Loan Document by a Credit Party shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever.

(b) Payments from Borrowers. All payments (including prepayments) to the Administrative Agent of the principal of or interest on each Loan or other payment, including but not limited to principal, interest, fees or any other amount owed by the Borrowers under this Agreement, shall be made in Dollars. All payments described in this subsection (b) shall be remitted to the Administrative Agent, at the address of the Administrative Agent for notices referred to in Section 11.4 hereof for the account of the appropriate Lenders (or the Issuing Lender, as appropriate) not later than 1:00 P.M. (Eastern time) on the due date thereof in immediately available funds. Any such payments received by the Administrative Agent (or the Issuing Lender) after 1:00 P.M. (Eastern time) shall be deemed to have been made and received on the next Business Day.

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(c) Payments to Lenders. Upon the Administrative Agent’s receipt of payments hereunder, the Administrative Agent shall immediately distribute to the appropriate Lenders (except with respect to Letters of Credit, certain of which payments shall be paid to the Issuing Lender) their respective ratable shares, if any, of the amount of principal, interest, and commitment and other fees received by the Administrative Agent for the account of such Lender. Payments received by the Administrative Agent shall be delivered to the Lenders in immediately available funds. Each appropriate Lender shall record any principal, interest or other payment, the principal amounts of Base Rate Loans, Eurodollar Loans and Letters of Credit, all prepayments and the applicable dates, including Interest Periods, with respect to the Loans made, and payments received by such Lender, by such method as such Lender may generally employ; provided that failure to make any such entry shall in no way detract from the obligations of the Borrowers under this Agreement or any Note. The aggregate unpaid amount of Loans, types of Loans, Interest Periods and similar information with respect to the Loans and Letters of Credit set forth on the records of the Administrative Agent shall, absent manifest error, be rebuttably presumptive evidence with respect to such information, including the amounts of principal, interest and fees owing to each Lender.

(d) Timing of Payments. Whenever any payment to be made hereunder, including, without limitation, any payment to be made on any Loan, shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next Business Day and such extension of time shall in each case be included in the computation of the interest payable on such Loan; provided that, with respect to a Eurodollar Loan, if the next Business Day shall fall in the succeeding calendar month, such payment shall be made on the preceding Business Day and the relevant Interest Period shall be adjusted accordingly.

Section 2.7. Prepayment.

(a) Right to Prepay. The Borrowers shall have the right at any time or from time to time to prepay, on a pro rata basis for all of the Lenders, all or any part of the principal amount of the Loans then outstanding, as designated by the Administrative Borrower. Such payment shall include interest accrued on the amount so prepaid to the date of such prepayment and any amount payable under Article III hereof with respect to the amount being prepaid. Prepayments of Base Rate Loans shall be without any premium or penalty.

(b) Notice of Prepayment. The Administrative Borrower shall give the Administrative Agent irrevocable written notice of prepayment of (i) a Base Rate Loan by no later than 11:00 A.M. (Eastern time) on the Business Day on which such prepayment is to be made, and (ii) a Eurodollar Loan by no later than 1:00 P.M. (Eastern time) three Business Days before the Business Day on which such prepayment is to be made.

(c) Minimum Amount for Eurodollar Loans. Each prepayment of a Eurodollar Loan shall be in the principal amount of not less than the lesser of Five Hundred Thousand Dollars ($500,000), or the principal amount of such Loan, except in the case of a mandatory payment pursuant to Section 2.11 or Article III hereof.

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Section 2.8. Commitment and Other Fees.

(a) Commitment Fee. The Borrowers shall pay to the Administrative Agent, for the ratable account of the Revolving Lenders, as a consideration for the Revolving Credit Commitment, a commitment fee, for each day from the Closing Date through the last day of the Commitment Period, in an amount equal to (i) (A) the Revolving Amount at the end of such day, minus (B) the Revolving Credit Exposure at the end of such day, multiplied by (ii) the Applicable Commitment Fee Rate in effect on such day divided by three hundred sixty (360). The commitment fee shall be payable quarterly in arrears, commencing on June 30, 2020 and continuing on each Regularly Scheduled Payment Date thereafter, and on the last day of the Commitment Period.

(b) Administrative Agent Fee. The Borrowers shall pay to the Administrative Agent, for its sole benefit, the fees set forth in the Administrative Agent Fee Letter.

Section 2.9. Modifications to Commitment.

(a) Optional Reduction of Revolving Credit Commitment. The Borrowers may at any time and from time to time permanently reduce in whole or ratably in part the Revolving Amount to an amount not less than the then existing Revolving Credit Exposure, by giving the Administrative Agent not fewer than three Business Days’ written notice of such reduction, provided that any such partial reduction shall be in an aggregate amount, for all of the Lenders, of not less than Five Million Dollars ($5,000,000), increased in increments of Five Hundred Thousand Dollars ($500,000). The Administrative Agent shall promptly notify each Revolving Lender of the date of each such reduction and such Revolving Lender’s proportionate share thereof. After each such partial reduction, the commitment fees payable hereunder shall be calculated upon the Revolving Amount as so reduced. If the Borrowers reduce in whole the Revolving Credit Commitment, on the effective date of such reduction (the Borrowers having prepaid in full the unpaid principal balance, if any, of the Loans, together with all interest (if any) and commitment and other fees accrued and unpaid with respect thereto, and provided that no Letter of Credit Exposure shall exist), all of the Revolving Credit Notes shall be delivered to the Administrative Agent marked “Canceled” and the Administrative Agent shall redeliver such Revolving Credit Notes to the Borrowers. Any partial reduction in the Revolving Amount shall be effective during the remainder of the Commitment Period. Upon each decrease of the Revolving Amount, the Total Commitment Amount shall be decreased by the same amount.

(b) Increase in Commitment.

(i) At any time during the Commitment Increase Period, the Administrative Borrower may request that the Administrative Agent increase the Total Commitment Amount by increasing the Revolving Amount; provided that the aggregate amount of all increases made pursuant to this subsection (b) shall not exceed Forty Million Dollars ($40,000,000). Each such request for an increase shall be in an amount of at least Five Million Dollars ($5,000,000), increased by increments of One Million Dollars ($1,000,000), and may be made by either (A) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments, or (B) including one or more Additional Lenders, each with a new commitment (in a minimum amount of at least Ten Million Dollars ($10,000,000)) under the Revolving Credit Commitment, as a party to this Agreement (each an “Additional Commitment” and, collectively, the “Additional Commitments”). For clarification purposes, nothing contained in this Section 2.9(b) shall be construed as a commitment by any Lender to make any Additional Commitment and any such commitment by a Lender shall be at such Lender’s sole and absolute discretion.

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(ii) During the Commitment Increase Period, all of the Lenders agree that the Administrative Agent, in its sole discretion, may permit one or more Additional Commitments upon satisfaction of the following requirements: (A) each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) the Administrative Agent shall provide to the Administrative Borrower and each Lender a revised Schedule 1 to this Agreement, including revised Commitment Percentages for each of the Lenders, if appropriate, at least three Business Days prior to the date of the effectiveness of such Additional Commitments (each an “Additional Lender Assumption Effective Date”), and (C) the Borrowers shall execute and deliver to the Administrative Agent and the applicable Lenders such appropriate replacement or additional Revolving Credit Notes as shall be required by the Administrative Agent (if Notes have been requested by such Lender or Lenders). The Lenders hereby authorize the Administrative Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders.

(iii) On each Additional Lender Assumption Effective Date, the Lenders shall make adjustments among themselves with respect to the Revolving Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of the Administrative Agent, in order to reallocate among such Lenders such outstanding amounts, based on the revised Commitment Percentages and to otherwise carry out fully the intent and terms of this Section 2.9(b) (and the Borrowers shall pay to the Lenders any amounts that would be payable pursuant to Section 3.3 hereof if such adjustments among the Lenders would cause a prepayment of one or more Loans). In connection therewith, it is understood and agreed that the Maximum Amount of any Lender will not be increased (or decreased except pursuant to subsection (a) hereof) without the prior written consent of such Lender. The Administrative Borrower shall not request any increase in the Revolving Amount pursuant to this subsection 2.9(b) if a Default or an Event of Default shall then exist, or, after giving pro forma effect to any such increase (including a pro forma calculation of the financial covenants set forth in Section 5.7 hereof), would exist. Upon each increase of the Revolving Amount, the Total Commitment Amount shall be increased by the same amount.

Section 2.10. Computation of Interest and Fees. With the exception of Base Rate Loans, interest on Loans, Letter of Credit fees, Related Expenses and commitment and other fees and charges hereunder shall be computed on the basis of a year having three hundred sixty (360) days and calculated for the actual number of days elapsed. With respect to Base Rate Loans, interest shall be computed on the basis of a year having three hundred sixty-five (365) days or three hundred sixty-six (366) days, as the case may be, and calculated for the actual number of days elapsed.

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Section 2.11. Mandatory Payments. If, at any time, the Revolving Credit Exposure shall exceed the Revolving Credit Commitment, the Borrowers shall, not later than the next Business Day, pay an aggregate principal amount of the Revolving Loans sufficient to bring the Revolving Credit Exposure within the Revolving Credit Commitment. Each mandatory payment hereof shall be applied in the following order: (a) first, to the outstanding Base Rate Loans, and (b) second, to the outstanding Eurodollar Loans, provided that, in each case, if the outstanding principal amount of any Eurodollar Loan shall be reduced to an amount less than the minimum amount set forth in Section 2.7(c) hereof as a result of such prepayment, then such Eurodollar Loan shall be converted into a Base Rate Loan on the date of such prepayment. Any prepayment of a Eurodollar Loan pursuant to this Section 2.11 shall be subject to the prepayment provisions set forth in Article III hereof.

Section 2.12. Cash Collateral. At any time that there shall exist a Defaulting Lender, within one Business Day following the written request of the Administrative Agent or the Issuing Lender (with a copy to the Administrative Agent), the Administrative Borrower shall Cash Collateralize the Issuing Lender’s Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 11.10(a)(iv) hereof and any Cash Collateral provided by such Defaulting Lender) in an amount not less than the Minimum Collateral Amount.

(a) Grant of Security Interest. The Borrowers, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grant to the Administrative Agent, for the benefit of the Issuing Lender, and agrees to maintain, a first priority security interest in all such Cash Collateral as security for the Defaulting Lender’s obligation to fund participations in respect of the Letter of Credit Exposure, to be applied pursuant to subsection (b) below. If, at any time, the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent and the Issuing Lender as herein provided, or that the total amount of such Cash Collateral is less than the Minimum Collateral Amount, the Borrowers will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any Cash Collateral provided by such Defaulting Lender).

(b) Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Section 2.12 or Section 11.10 in respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of the Letter of Credit Exposure (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein.

(c) Termination of Requirement. Cash Collateral (or the appropriate portion thereof) provided to reduce the Issuing Lender’s Fronting Exposure shall no longer be required to be held as Cash Collateral pursuant to this Section 2.12 following (i) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or (ii) the determination by the Administrative Agent and the Issuing Lender that there exists excess Cash Collateral; provided that (A) subject to Section 11.10 hereof, the Person

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providing Cash Collateral and the Issuing Lender may agree that Cash Collateral shall be held to support future anticipated Fronting Exposure or other obligations, and (B) the extent that such Cash Collateral was provided by the Borrowers, such Cash Collateral shall remain subject to any security interest granted pursuant to the Loan Documents.

Section 2.13. Liability of Borrowers.

(a) Joint and Several Liability. Each Borrower hereby authorizes the Administrative Borrower or any other Borrower to request Loans or Letters of Credit hereunder. Each Borrower acknowledges and agrees that the Administrative Agent and the Lenders are entering into this Agreement at the request of each Borrower and with the understanding that each Borrower is and shall remain fully liable, jointly and severally, for payment in full of the Obligations and any other amount payable under this Agreement and the other Loan Documents. Each Borrower agrees that it is receiving or will receive a direct pecuniary benefit for each Loan made or Letter of Credit issued hereunder.

(b) Appointment of Administrative Borrower. Each Credit Party hereby irrevocably appoints the Administrative Borrower as the borrowing agent and attorney-in-fact for all Credit Parties, which appointment shall remain in full force and effect unless and until the Administrative Agent shall have received prior written notice signed by each Borrower that such appointment has been revoked and that another Borrower has been appointed the Administrative Borrower. Each Credit Party hereby irrevocably appoints and authorizes the Administrative Borrower to (i) provide the Administrative Agent with all notices with respect to Loans and Letters of Credit obtained for the benefit of any Borrower and all other notices and instructions under this Agreement, (ii) take such action as the Administrative Borrower deems appropriate on its behalf to obtain Loans and Letters of Credit, and (iii) exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement. It is understood that the handling of the Collateral of the Credit Parties in a combined fashion, as more fully set forth herein, is done solely as an accommodation to the Borrowers in order to utilize the collective borrowing powers of the Credit Parties in the most efficient and economical manner and at their request, and that neither the Administrative Agent nor any Lender shall incur liability to any Credit Party as a result hereof. Each Credit Party expects to derive benefit, directly or indirectly, from the handling of the Collateral in a combined fashion since the successful operation of each Credit Party is dependent on the continued successful performance of the integrated group.

(c) Maximum Liability of Each Borrower and Rights of Contribution. Anything in this Agreement or any other Loan Document to the contrary notwithstanding, in no event shall the maximum liability of any Borrower exceed the maximum amount that (after giving effect to the incurring of the obligations hereunder and to any rights to contribution of such Borrower from other Affiliates of such Borrower) would not render the rights to payment of the Administrative Agent and the Lenders hereunder void, voidable or avoidable under any applicable fraudulent transfer law. The Borrowers hereby agree as among themselves that, in connection with the payments made hereunder, each Borrower shall have a right of contribution from each other Borrower in accordance with applicable Law. Such contribution rights shall be waived until such time as the Secured Obligations have been irrevocably paid in full, and no Borrower shall exercise any such contribution rights until the Secured Obligations have been irrevocably paid in full.

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(d) Waivers of Each Borrower. In the event that any obligation of any Borrower under this Agreement is deemed to be an agreement by such Borrower to answer for the debt or default of another Credit Party or as an hypothecation of property as security therefor, each Borrower represents and warrants that (i) no representation has been made to such Borrower as to the creditworthiness of such other Credit Party, and (ii) such Borrower has established adequate means of obtaining from such other Credit Party on a continuing basis, financial or other information pertaining to such other Credit Party’s financial condition. Each Borrower expressly waives, except as expressly required under this Agreement, diligence, demand, presentment, protest and notice of every kind and nature whatsoever, consents to the taking by the Administrative Agent and the Lenders of any additional security of another Credit Party for the obligations secured hereby, or the alteration or release in any manner of any security of another Credit Party now or hereafter held in connection with the Obligations, and consents that the Administrative Agent, the Lenders and any other Credit Party may deal with each other in connection with such obligations or otherwise, or alter any contracts now or hereafter existing between them, in any manner whatsoever, including without limitation the renewal, extension, acceleration or changes in time for payment of any such obligations or in the terms or conditions of any security held. The Administrative Agent and the Lenders are hereby expressly given the right, at their option, to proceed in the enforcement of any of the Obligations independently of any other remedy or security they may at any time hold in connection with such obligations secured and it shall not be necessary for the Administrative Agent and the Lenders to proceed upon or against or exhaust any other security or remedy before proceeding to enforce their rights against such Borrower. Each Borrower further waives any right of subrogation, reimbursement, exoneration, contribution, indemnification, setoff or other recourse in respect of sums paid to the Administrative Agent and the Lenders by any other Credit Party until such time as the Commitment has been terminated and the Secured Obligations have been repaid in full.

(e) Swap Obligations Keepwell Provision. Each Borrower, that is an “eligible contract participant” as defined in the Commodity Exchange Act, hereby jointly and severally, absolutely, unconditionally and irrevocably, undertakes to provide such funds or other support as may be needed from time to time by each other Credit Party in order for such Credit Party to honor its obligations under the Loan Documents in respect of the Swap Obligations. The obligations of each such Borrower under this Section 2.13(e) shall remain in full force and effect until all Secured Obligations are paid in full. The Borrowers intend that this Section 2.13(e) constitute, and this Section 2.13(e) shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

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ARTICLE III. ADDITIONAL PROVISIONS RELATING TO

EURODOLLAR LOANS; INCREASED CAPITAL; TAXES

Section 3.1. Requirements of Law.

(a) If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurodollar Rate) or the Issuing Lender;

(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in subparts (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on any Loan, Letter of Credit, or commitment or other obligation hereunder, or its deposits, reserves, other liabilities or capital attributable thereto; or

(iii) impose on any Lender or the Issuing Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein;

(b) If any Lender shall have determined that, after the Closing Date, the adoption of or any change in any Change in Law regarding capital adequacy or liquidity, or liquidity requirements, or in the interpretation or application thereof by a Governmental Authority or compliance by such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) from any Governmental Authority shall have the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder, or under or in respect of any Letter of Credit, to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration the policies of such Lender or such corporation with respect to capital adequacy and liquidity), then from time to time, upon submission by such Lender to the Administrative Borrower (with a copy to the Administrative Agent) of a written request therefor (which shall include the method for calculating such amount and reasonable detail with respect to such calculation), the Borrowers shall promptly pay or cause to be paid to such Lender such additional amount or amounts as will compensate such Lender or such corporation for such reduction.

(c) For purposes of this Section 3.1 and Section 3.5(a) hereof, the Dodd-Frank Act, any requests, rules, guidelines or directives concerning capital adequacy promulgated by the Bank for International Settlements, or the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) under Basel III, and any rules, regulations, orders, requests, guidelines and directives adopted, promulgated or implemented in connection with any of the foregoing, regardless of the date adopted, issued, promulgated or implemented, are deemed to have been introduced and adopted after the Closing Date.

(d) A certificate as to any additional amounts payable pursuant to this Section 3.1 together with a reasonably detailed calculation and description of such amounts contemplated by this Section 3.1, submitted by any Lender to the Administrative Borrower (with a copy to the Administrative Agent) shall be rebuttably presumptive evidence as to such additional amounts. In determining any such additional amounts, such Lender may use any method of averaging and attribution that it (in its reasonable credit judgment) shall deem applicable. The obligations of the Borrowers pursuant to this Section 3.1 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

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(e) Notwithstanding the foregoing, no Lender shall be entitled to any indemnification or reimbursement pursuant to this Section 3.1 to the extent such Lender has not made demand therefore (as set forth above) within one year after the occurrence of the event giving rise to such entitlement or, if later, such Lender having knowledge of such event.

Section 3.2. Taxes.

(a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes.

(i) Any and all payments by or on account of any obligation of any Credit Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Laws. If any applicable Laws (as determined in the good faith discretion of an applicable Withholding Agent) require the deduction or withholding of any Tax from any such payment by the applicable Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding.

(ii) If any Withholding Agent shall be required by any applicable Laws to withhold or deduct any Taxes from any payment, then (A) such Withholding Agent, as required by such Laws, shall withhold or make such deductions, (B) such Withholding Agent, to the extent required by such Laws, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Credit Party shall be increased as necessary so that, after any required withholding or deductions for Indemnified Taxes have been made (including deductions for Indemnified Taxes applicable to additional sums payable under this Section 3.2), the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction for Indemnified Taxes been made.

(b) Payment of Other Taxes by the Credit Parties. Without limiting the provisions of subsection (a) above, the Credit Parties shall timely pay to the relevant Governmental Authority in accordance with applicable Law, or, at the option of the Administrative Agent, timely reimburse it for the payment of, any Other Taxes.

(c) Tax Indemnifications.

(i) Each of the Credit Parties shall, and does hereby, jointly and severally indemnify each Recipient, and shall make payment in respect thereof within ten days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.2) payable or paid by such Recipient, or required to be withheld or deducted from a payment to such Recipient, and any reasonable expenses arising therefrom or with

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respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Administrative Borrower by a Lender or the Issuing Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the Issuing Lender, shall be conclusive absent manifest error.

(ii) Each Lender and the Issuing Lender shall, and does hereby, severally indemnify, and shall make payment in respect thereof within ten days after demand therefor, (A) the Administrative Agent against any Indemnified Taxes attributable to such Lender or the Issuing Lender (but only to the extent that any Credit Party has not already indemnified the Administrative Agent for such Indemnified Taxes and, without limiting the obligation of the Credit Parties to do so), (B) the Administrative Agent and the Credit Parties, as applicable, against any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.9(d) hereof relating to the maintenance of a Participant Register, and (C) the Administrative Agent and the Credit Parties, as applicable, against any Excluded Taxes attributable to such Lender or the Issuing Lender, in each case, that are payable or paid by the Administrative Agent or a Credit Party in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender and the Issuing Lender hereby authorize the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or the Issuing lender, as the case may be, under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this subpart (ii).

(d) Evidence of Payments. As soon as practicable after any payment of Taxes by any Credit Party to a Governmental Authority pursuant to this Section 3.2, the Administrative Borrower or such Credit Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(e) Status of Lenders; Tax Documentation.

(i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Administrative Borrower and the Administrative Agent, at the time or times reasonably requested by the Administrative Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Administrative Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Administrative Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by the Administrative Borrower or the Administrative Agent as will enable the

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Administrative Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two (2) sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 3.2(e)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if, in the Lender’s reasonable judgment, such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense, or would materially prejudice the legal or commercial position of such Lender.

(ii) Without limiting the generality of the foregoing, in the event that a Borrower is a U.S. Person,

(A) any Lender that is a U.S. Person shall deliver to the Administrative Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Administrative Agent), executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;

(B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Administrative Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Administrative Agent), whichever of the following is applicable:

(1) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (y) with respect to payments of interest under any Loan Document, executed copies of IRS Form W-8BEN-E (or W-8BEN, as applicable) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty, and (z) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN-E (or W-8BEN, as applicable) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(2) executed originals of IRS Form W-8ECI;

(3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (y) a certificate substantially in the form of Exhibit E-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of each Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”), and (z) executed copies of IRS Form W-8BEN-E (or W-8BEN, as applicable); or

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(4) to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN-E (or W-8BEN, as applicable), a U.S. Tax Compliance Certificate substantially in the form of Exhibit E-2 or Exhibit E-3, IRS Form W-9, and other certification documents from each beneficial owner, as applicable; provided that if, the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate, substantially in the form of Exhibit E-4 hereto on behalf of each such direct and indirect partner;

(C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Administrative Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Administrative Borrower or the Administrative Agent), executed copies (or originals, as required) of any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law to permit the Administrative Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and

(D) if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Administrative Borrower and the Administrative Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Administrative Borrower or the Administrative Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Administrative Borrower or the Administrative Agent as may be necessary for the Borrowers and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this subpart (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

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(iii) Each Lender agrees that if, any form or certification it previously delivered pursuant to this Section 3.2 expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Administrative Borrower and the Administrative Agent in writing of its legal inability to do so.

(f) Treatment of Certain Refunds. If any Recipient determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified by any Credit Party or with respect to which any Credit Party has paid additional amounts pursuant to this Section 3.2, it shall pay to such Credit Party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by such Credit Party under this Section 3.2 with respect to the Taxes giving rise to such refund); net of all out-of-pocket expenses (including Taxes) incurred by such Recipient, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that each Credit Party, upon the request of the Recipient, agrees to repay the amount paid over to such Credit Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Recipient in the event the Recipient is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this subsection, in no event will the applicable Recipient be required to pay any amount to such Credit Party pursuant to this subsection the payment of which would place the Recipient in a less favorable net after-Tax position than such Recipient would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This subsection shall not be construed to require any Recipient to make available its tax returns (or any other information relating to its taxes that it deems confidential) to any Credit Party or any other Person.

(g) Survival. Each party’s obligations under this Section 3.2 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender or the Issuing Lender, the termination of the Commitment and the repayment, satisfaction or discharge of all other Obligations.

(h) Defined Terms. For purposes of this Section 3.2, the term “applicable Law” includes FATCA.

Section 3.3. Funding Losses. The Borrowers agree to indemnify each Lender, promptly after receipt of a written request therefor, and to hold each Lender harmless from, any loss or expense that such Lender may sustain or incur as a consequence of (a) default by a Borrower in making a borrowing of, conversion into or continuation of Eurodollar Loans after such Borrower has given a notice (including a written or verbal notice that is subsequently revoked) requesting the same in accordance with the provisions of this Agreement, (b) default by such Borrower in making any prepayment of or conversion from Eurodollar Loans after such Borrower has given a notice (including a written or verbal notice that is subsequently revoked) thereof in accordance with the provisions of this Agreement, (c) the making of a prepayment of a Eurodollar Loan on a day that is not the last day of an Interest Period applicable thereto, or (d) any conversion of a Eurodollar Loan to a Base Rate Loan on a day that is not the last day of an Interest Period applicable thereto. Such indemnification shall be in an amount equal to the excess, if any, of (i) the amount of interest that would have accrued on the amounts so prepaid, or not so borrowed, converted or continued, for the period from the date of such prepayment or of such failure to borrow, convert or continue to the last day of such Interest Period (or, in the case of a failure to

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borrow, convert or continue, the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Loans provided for herein (excluding, however, the Applicable Margin included therein, if any) over (ii) the amount of interest (as reasonably determined by such Lender) that would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the appropriate London interbank market, along with any administration fee charged by such Lender. A certificate as to any amounts payable pursuant to this Section 3.3 submitted to the Administrative Borrower (with a copy to the Administrative Agent) by any Lender, together with a reasonably detailed calculation and description of such amounts, shall be rebuttably presumptive evidence as to such amounts. The obligations of the Borrowers pursuant to this Section 3.3 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Section 3.4. Change of Lending Office. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 3.1 or 3.2(a) hereof with respect to such Lender, it will, if requested by the Administrative Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office (or an Affiliate of such Lender, if practical for such Lender) for any Loans affected by such event with the object of avoiding the consequences of such event; provided, that such designation is made on terms that, in the sole judgment of such Lender, cause such Lender and its lending office(s) to suffer no economic, legal or regulatory disadvantage; and provided, further, that nothing in this Section 3.4 shall affect or postpone any of the obligations of any Borrower or the rights of any Lender pursuant to Section 3.1 or 3.2(a) hereof.

Section 3.5. Eurodollar Rate Lending Unlawful; Inability to Determine Rate.

(a) If any Lender shall determine (which determination shall, upon notice thereof to the Administrative Borrower and the Administrative Agent, be conclusive and binding on the Borrowers) that, after the Closing Date, (i) the introduction of or any change in or in the interpretation of any Law makes it unlawful, or (ii) any Governmental Authority asserts that it is unlawful, for such Lender to make or continue any Loan as, or to convert (if permitted pursuant to this Agreement) any Loan into, a Eurodollar Loan, the obligations of such Lender to make, continue or convert into any such Eurodollar Loan shall, upon such determination, be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and all outstanding Eurodollar Loans payable to such Lender shall automatically convert (if conversion is permitted under this Agreement) into a Base Rate Loan, or be repaid (if no conversion is permitted) at the end of the then current Interest Periods with respect thereto or sooner, if required by Law or such assertion.

(b) Except with respect to the cessation of LIBOR as contemplated by Section 3.8 hereof, if the Administrative Agent or the Required Lenders determine that for any other reason adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Loan, or that the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Loan does not adequately and fairly reflect the cost to the Lenders of funding such Loan, the Administrative Agent will

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promptly so notify the Administrative Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain such Eurodollar Loan shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Administrative Borrower may revoke any pending request for a borrowing of, conversion to or continuation of such Eurodollar Loan or, failing that, will be deemed to have converted such request into a request for a borrowing of a Base Rate Loan in the amount specified therein.

Section 3.6. Replacement of Lenders. The Administrative Borrower shall be permitted to replace any Lender that requests reimbursement for amounts owing pursuant to Section 3.1 or 3.2(a) hereof, or asserts its inability to make a Eurodollar Loan pursuant to Section 3.5 hereof; provided that (a) such replacement does not conflict with any Change in Law, (b) no Default or Event of Default shall have occurred and be continuing at the time of such replacement, (c) prior to any such replacement, such Lender shall have taken no action under Section 3.4 hereof so as to eliminate the continued need for payment of amounts owing pursuant to Section 3.1 or 3.2(a) hereof or, if it has taken any action, such request has still been made, (d) the replacement financial institution shall purchase, at par, all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement and assume all commitments and obligations of such replaced Lender, (e) the Borrowers shall be liable to such replaced Lender under Section 3.3 hereof if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (f) the replacement Lender, if not already a Lender, shall be satisfactory to the Administrative Agent, (g) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 11.10 hereof (provided that the Borrowers (or the succeeding Lender, if such Lender is willing) shall be obligated to pay the assignment fee referred to therein), and (h) until such time as such replacement shall be consummated, the Borrowers shall pay all additional amounts (if any) required pursuant to Section 3.1 or 3.2(a) hereof, as the case may be; provided that a Lender shall not be required to make any such assignment if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers to replace such Lender cease to apply.

Section 3.7. Discretion of Lenders as to Manner of Funding. Notwithstanding any provision of this Agreement to the contrary, each Lender shall be entitled to fund and maintain its funding of all or any part of such Lender’s Loans in any manner such Lender deems to be appropriate; it being understood, however, that for the purposes of this Agreement all determinations hereunder shall be made as if such Lender had actually funded and maintained each Eurodollar Loan during the applicable Interest Period for such Loan through the purchase of deposits having a maturity corresponding to such Interest Period and bearing an interest rate equal to the Eurodollar Rate for such Interest Period.

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Section 3.8. Effect of Benchmark Transition Event.

(a) Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, (i) upon the determination of the Administrative Agent (which shall be conclusive absent manifest error) that a Benchmark Transition Event has occurred, or (ii) upon the occurrence of an Early Opt-in Election, as applicable, the Administrative Agent and the Borrowers may amend this Agreement to replace the Eurodollar Rate with a Benchmark Replacement, by a written document executed by the Borrowers and the Administrative Agent, subject to the requirements of this Section 3.8. Notwithstanding the requirements of Section 11.3 hereof or anything else to the contrary herein or in any other Loan Document, any such amendment with respect to a Benchmark Transition Event will become effective and binding upon the Administrative Agent, the Borrowers and the Lenders at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all Lenders and the Borrowers so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Lenders, and any such amendment with respect to an Early Opt-in Election will become effective and binding upon the Administrative Agent, the Borrowers and the Lenders on the date that Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders accept such amendment. No replacement of the Eurodollar Rate with a Benchmark Replacement pursuant to this Section 3.8 will occur prior to the applicable Benchmark Transition Start Date.

(b) Benchmark Replacement Conforming Changes. In connection with the implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement.

(c) Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Administrative Borrower and the Lenders in writing of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, and (iv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or Lenders pursuant to this Section 3.8, including, without limitation, any determination with respect to a tenor, comparable replacement rate or adjustment, or implementation of any Benchmark Replacement Rate Conforming Changes, or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding on all parties hereto absent manifest error and may be made in its or their sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section 3.8 and shall not be a basis of any claim of liability of any kind or nature by any party hereto, all such claims being hereby waived individually be each party hereto.

(d) Benchmark Unavailability Period. Upon the Administrative Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrowers may revoke any request for a borrowing of, conversion to or continuation of Eurodollar Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrowers will be deemed to have converted any such request into a request for a borrowing of or conversion to Base Rate Loans. During any Benchmark Unavailability Period, the components of Base Rate based upon the Eurodollar Rate will not be used in any determination of Base Rate.

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(e) LIBOR Notification. The interest rate on Eurodollar Loans is determined by reference to the LIBOR, which is derived from the London interbank offered rate. The London interbank offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. In July 2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration (together with any successor to the ICE Benchmark Administrator, the “IBA”) for purposes of the IBA setting the London interbank offered rate. As a result, it is possible that commencing in 2022, the London interbank offered rate may no longer be available or may no longer be deemed an appropriate reference rate upon which to determine the interest rate on Eurodollar Loans. In light of this eventuality, public and private sector industry initiatives are currently underway to identify new or alternative reference rates to be used in place of the London interbank offered rate. In the event that the London interbank offered rate is no longer available or in certain other circumstances as set forth in this Section 3.8, this Section 3.8 provides a mechanism for determining an alternative rate of interest. The Administrative Agent will notify the Administrative Borrower, pursuant to this Section 3.8, in advance of any change to the reference rate upon which the interest rate on Eurodollar Loans is based. However, the Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission or any other matter related to the London interbank offered rate or other rates in the definition of “Eurodollar Rate”, or with respect to any alternative or successor rate thereto, or replacement rate therefor or thereof, including, without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate, as it may or may not be adjusted pursuant to this Section 3.8, will be similar to, or produce the same value or economic equivalence of, the Eurodollar Rate or has the same volume or liquidity as did the London interbank offered rate prior to its discontinuance or unavailability.

ARTICLE IV. CONDITIONS PRECEDENT

Section 4.1. Conditions to Each Credit Event. The obligation of the Lenders and the Issuing Lender to participate in any Credit Event shall be conditioned, in the case of each Credit Event, upon the following:

(a) all conditions precedent as listed in Section 4.2 hereof required to be satisfied prior to the first Credit Event after the Closing Date shall have been satisfied prior to or as of such Credit Event;

(b) the Administrative Borrower shall have submitted a Notice of Loan (or with respect to a Letter of Credit, complied with the provisions of Section 2.2(b)(ii) hereof) and otherwise complied with Section 2.5 hereof;

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(c) no Default or Event of Default shall then exist or immediately after such Credit Event would exist; and

(d) each of the representations and warranties contained in Article VI hereof shall be true in all material respects as if made on and as of the date of such Credit Event, except to the extent that any thereof expressly relate to an earlier date.

Each request by the Administrative Borrower for a Credit Event shall be deemed to be a representation and warranty by the Borrowers as of the date of such request as to the satisfaction of the conditions precedent specified in subsections (c) and (d) above.

Section 4.2. Conditions to the First Credit Event. The Borrowers shall cause the following conditions to be satisfied on or prior to the Closing Date. The obligation of the Lenders and the Issuing Lender to participate in the first Credit Event is subject to the Borrowers satisfying each of the following conditions prior to or concurrently with such Credit Event:

(a) Notes as Requested. Each Borrower shall have executed and delivered to each Lender requesting a Revolving Credit Note such Lender’s Revolving Credit Note.

(b) Pledge Agreements. Each Credit Party that has a Subsidiary shall have (i) executed and delivered to the Administrative Agent, for the benefit of the Lenders, a Pledge Agreement, in form and substance reasonably satisfactory to the Administrative Agent, with respect to the Pledged Securities, (ii) executed and delivered to the Administrative Agent, for the benefit of the Lenders, appropriate transfer powers for each of the Pledged Securities that are certificated, and (iii) delivered to the Administrative Agent, for the benefit of the Lenders, the Pledged Securities (to the extent such Pledged Securities are certificated).

(c) Intellectual Property Security Agreements. Each Credit Party that owns U.S. registered intellectual property shall have executed and delivered to the Administrative Agent, for the benefit of the Lenders, an Intellectual Property Security Agreement, in form and substance reasonably satisfactory to the Administrative Agent.

(d) Lien Searches. With respect to the property owned or leased by each Credit Party, and any other property securing the Obligations located in the United States, the Borrowers shall have caused to be delivered to the Administrative Agent (i) the results of Uniform Commercial Code lien searches, reasonably satisfactory to the Administrative Agent and the Lenders, (ii) the results of federal and state tax lien and judicial lien searches and pending litigation and bankruptcy searches, in each case reasonably satisfactory to the Administrative Agent (other than searches in U.S. District Courts subject to closure orders) and (iii) Uniform Commercial Code termination statements reflecting termination of all U.C.C. Financing Statements previously filed by any Person and not expressly permitted pursuant to Section 5.9 hereof.

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(e) Officer’s Certificate, Resolutions, Organizational Documents. The Borrowers shall have delivered to the Administrative Agent an officer’s certificate (or comparable domestic or foreign documents) certifying the names of the officers of each Credit Party authorized to sign the Loan Documents, together with the true signatures of such officers and certified copies of (i) the resolutions of the board of directors (or comparable domestic or foreign documents) of such Credit Party evidencing approval of the execution, delivery and performance of the Loan Documents to which such Credit Party is a party, and the consummation of the transactions contemplated thereby, and (ii) the Organizational Documents of such Credit Party.

(f) Good Standing Certificates. The Borrowers shall have delivered to the Administrative Agent a good standing certificate or full force and effect certificate (or comparable document, if neither certificate is available in the applicable jurisdiction), as the case may be, for each Credit Party, issued on or about the Closing Date by the Secretary of State in the state or states where such Credit Party is incorporated or formed or qualified as a foreign entity.

(g) Legal Opinion. The Borrowers shall have delivered to the Administrative Agent an opinion of counsel for each Credit Party, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders.

(h) KYC Information. Upon the request of any Lender made at least ten days prior to the Closing Date, the Borrowers shall have provided to such Lender the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act, in each case at least five days prior to the Closing Date.

(i) Advertising Permission Letter. The Borrowers shall have delivered to the Administrative Agent an advertising permission letter, authorizing the Administrative Agent to publicize the transaction and specifically to use the names of the Borrowers in connection with “tombstone” advertisements in one or more publications selected by the Administrative Agent.

(j) Closing and Solvency Certificate. The Borrowers shall have delivered to the Administrative Agent an officer’s certificate certifying that, as of the Closing Date, (i) all conditions precedent set forth in Sections 4.1 and 4.2 have been satisfied, (ii) no Default or Event of Default exists or immediately after the first Credit Event will exist, (iii) each of the representations and warranties contained in Article VI hereof are true and correct as of the Closing Date, and (iv) the Borrowers (on a consolidated basis), are Solvent as of the Closing Date.

(k) Administrative Agent Fee Letter and Other Fees. The Borrowers shall have (i) executed and delivered to the Administrative Agent, the Administrative Agent Fee Letter and paid to the Administrative Agent, for its sole account, the fees stated therein, and (ii) paid all legal fees and expenses of the Administrative Agent in connection with the preparation and negotiation of the Loan Documents.

(l) Insurance Certificates. The Borrowers shall have delivered to the Administrative Agent certificates of insurance on ACORD 25 and 27 or 28 form and proof of endorsements reasonably satisfactory to the Administrative Agent and the Lenders, providing for adequate personal property and liability insurance for each Company, with the Administrative Agent, on behalf of the Lenders, listed as, lender’s loss payee and additional insured.

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(m) No Material Adverse Change. No material adverse change shall have occurred in the financial condition or operations of the Companies since December 31, 2019.

Section 4.3. Post-Closing Conditions. On or before each of the dates specified in this Section 4.3 (unless a longer period is agreed to in writing by the Administrative Agent), the Borrowers shall satisfy each of the following items specified in the subsections below:

(a) Control Agreements. No later than fifteen (15) days after the Closing Date, the Borrowers shall have delivered to the Administrative Agent executed Control Agreements for each Deposit Account and each Securities Account maintained by a Credit Party (other than (i) Excluded Accounts, (ii) Deposit Accounts and Securities Accounts where the Administrative Agent or any other Lender is depository bank or securities intermediary, or (iii) to the extent such Credit Party would not be required to deliver a Control Agreement for such Deposit Account pursuant to Section 5.21(c) hereof).

(b) Landlords’ Waiver. No later than sixty (60) days after the Closing Date, the Borrowers shall have delivered to the Administrative Agent a Landlord’s Waiver for their chief executive office.

(c) Lien Searches. As soon as practicable following the re-opening of the applicable U.S. District Courts, the Borrowers shall have caused to be delivered to the Administrative Agent the results of judicial lien searches and pending litigation and bankruptcy searches, in each case reasonably satisfactory to the Administrative Agent.

ARTICLE V. COVENANTS

Section 5.1. Insurance. Each Company shall at all times maintain insurance upon its Inventory, Equipment and other personal and real property (including, if applicable, insurance required by the National Flood Insurance Reform Act of 1994) in such form, written by such companies, in such amounts, for such periods, and against such risks as is customarily maintained by comparable companies engaged in the same or similar lines of business (it being agreed that the insurance in place on the Closing Date satisfies the forgoing conditions), with provisions reasonably satisfactory to the Administrative Agent for, with respect to Credit Parties, payment of all losses thereunder to the Administrative Agent, for the benefit of the Lenders, and such Company as their interests may appear (with lender’s loss payable and additional insured endorsements, as appropriate, in favor of the Administrative Agent, for the benefit of the Lenders), and, if required by the Administrative Agent, the Borrowers shall furnish copies of the policies to the Administrative Agent. Any such policies of insurance shall provide for no fewer than thirty (30) days prior written notice of cancellation to the Administrative Agent and the Lenders. Any sums received by the Administrative Agent, for the benefit of the Lenders, in payment of insurance losses, returns, or unearned premiums under the policies shall be applied as set forth in Section 2.11(b) and (c) hereof. The Administrative Agent is hereby authorized to act

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as attorney-in-fact for the Companies, after the occurrence and during the continuance of an Event of Default, in obtaining, adjusting, settling and canceling such insurance and indorsing any drafts. Within ten days of the Administrative Agent’s written request, the Borrowers shall furnish to the Administrative Agent such information about the insurance of the Companies as the Administrative Agent may from time to time reasonably request, which information shall be prepared in form and detail reasonably satisfactory to the Administrative Agent and certified by a Financial Officer.

Section 5.2. Money Obligations. Each Company shall pay in full (a) prior in each case to the date when penalties would attach, all material taxes, assessments and governmental charges and levies (except only those so long as and to the extent that the same shall be contested in good faith by appropriate and timely proceedings and for which adequate provisions have been established in accordance with GAAP) for which it may be or become liable or to which any or all of its properties may be or become subject; (b) all of its material wage obligations to its employees in compliance with the Fair Labor Standards Act (29 U.S.C. §§ 206-207) or any comparable provisions (except for non-compliance being contested in good faith by appropriate and timely proceedings); and (c) all of its other material obligations calling for the payment of money (except in the case of any of the foregoing obligations described in this Section 5.2, only those so long as and to the extent that nonpayment of the same would not cause a Material Adverse Effect) before such payment becomes overdue.

Section 5.3. Financial Statements and Information.

(a) Quarterly Financials. The Borrowers shall deliver to the Administrative Agent and the Lenders, within forty-five (45) days after the end of the first three quarterly periods of each fiscal year of Rapid7, Inc. (or, if earlier, within five days after the date on which the Administrative Borrower shall be required to submit its Form 10-Q), balance sheets of the Companies as of the end of such period and statements of income (loss), stockholders’ equity and cash flow for the quarter and fiscal year to date periods, all prepared on a Consolidated basis, in form and detail reasonably satisfactory to the Administrative Agent and the Lenders and certified by a Financial Officer.

(b) Annual Audit Report. The Borrowers shall deliver to the Administrative Agent and the Lenders, within ninety (90) days after the end of each fiscal year of Rapid7, Inc. (or, if earlier, within five days after the date on which the Administrative Borrower shall be required to submit its Form 10-K), an annual audit report of the Companies for that year prepared on a Consolidated basis, in form and detail reasonably satisfactory to the Administrative Agent and the Lenders and certified by an unqualified opinion of an independent public accountant reasonably satisfactory to the Administrative Agent, which report shall include balance sheets and statements of income (loss), stockholders’ equity and cash-flow for that period.

(c) Compliance Certificate. The Borrowers shall deliver a Compliance Certificate to the Administrative Agent and the Lenders, concurrently with the delivery (or deemed delivery) of the financial statements set forth in subsections (a) and (b) above.

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(d) Annual Budget. The Borrowers shall deliver to the Administrative Agent, within sixty (60) days after the end of each fiscal year of Rapid7, Inc., an annual budget of the Companies for the then current fiscal year, to be in form and detail reasonably satisfactory to the Administrative Agent.

(e) SEC Filings. Promptly after the same are publicly available, copies of all annual, regular, periodic and special reports, proxy statements and registration statements which the Borrowers file with the SEC or with any Governmental Authority that may be substituted therefor or with any national securities exchange, as the case may be (other than amendments to any registration statement (to the extent such registration statement, in the form it became effective, is delivered to the Administrative Agent), exhibits to any registration statement and, if applicable, any registration statement on Form S-8), and in any case not otherwise required to be delivered to the Administrative Agent pursuant to any other clause of this Section 5.3; provided that, notwithstanding the foregoing, the obligations in subparts (a) and (b) of this Section 5.3 may be satisfied by causing such information to be publicly available on the SEC’s EDGAR website or another publicly available reporting service, and written notice thereof to the Administrative Agent and the Lenders of such availability.

(f) Financial Information of the Companies. The Borrowers shall deliver to the Administrative Agent and the Lenders, promptly upon the written request of the Administrative Agent or any Lender, such other information about the financial condition, properties and operations of any Company as the Administrative Agent or such Lender may from time to time reasonably request, which information shall be submitted in form and detail reasonably satisfactory to the Administrative Agent or such Lender and certified by a Financial Officer of the Company or Companies in question.

Section 5.4. Financial Records. Each Company shall at all times maintain true and complete, in all material respects, records and books of account, including, without limiting the generality of the foregoing, appropriate provisions for possible losses and liabilities, all in accordance with GAAP, and at all reasonable times (during normal business hours and upon reasonable notice to the Administrative Borrower) permit the Administrative Agent, or any representative of the Administrative Agent, to examine the Borrowers’ books and records and to make excerpts therefrom and transcripts thereof; provided that, unless an Event of Default has occurred and is continuing, or unless otherwise reasonably agreed by the Borrowers, the Administrative Agent (and its designated representatives) shall be limited to one such inspection during each fiscal year of Rapid7, Inc.

Section 5.5. Franchises; Change in Business.

(a) Each Credit Party shall preserve and maintain at all times its existence (except as otherwise permitted pursuant to Section 5.12 hereof) and foreign qualifications (except where the failure to maintain would not result in an Material Adverse Effect).

(b) No Company shall engage in any business if, as a result thereof, the general nature of the businesses of the Companies taken as a whole would be substantially changed from the general nature of the businesses the Companies are engaged in on the Closing Date, together with businesses reasonably similar or related thereto.

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Section 5.6. ERISA Pension and Benefit Plan Compliance. No Company shall incur any material accumulated funding deficiency within the meaning of ERISA, or any material liability to the PBGC, established thereunder in connection with any ERISA Plan. The Borrowers shall furnish to the Administrative Agent and the Lenders (a) as soon as possible and in any event within thirty (30) days after any Company knows or has reason to know that any material Reportable Event with respect to any ERISA Plan has occurred, a statement of a Financial Officer of such Company, setting forth details as to such Reportable Event and the action that such Company proposes to take with respect thereto, together with a copy of the notice of such Reportable Event given to the PBGC if a copy of such notice is available to such Company, and (b) promptly after receipt thereof, a copy of any material notice such Company, or any member of the Controlled Group may receive from the PBGC or the Internal Revenue Service with respect to any ERISA Plan administered by such Company; provided that this latter clause shall not apply to notices of general application promulgated by the PBGC or the Internal Revenue Service or to letters or notices with respect to an ERISA Plan, which do not threaten a material liability of any Company. The Borrowers shall promptly notify the Administrative Agent of any material taxes assessed, proposed to be assessed or that the Borrowers have reason to believe may be assessed against a Company by the Internal Revenue Service with respect to any ERISA Plan. As used in this Section 5.6 and in Section 6.11 hereof, “material” means the measure of a matter of significance that shall be determined as being an amount equal to five percent (5%) of Consolidated Net Worth. As soon as practicable, and in any event within twenty (20) days, after any Company shall become aware that an ERISA Event shall have occurred, such Company shall provide the Administrative Agent with notice of such ERISA Event with a certificate by a Financial Officer of such Company setting forth the details of the event and the action such Company or another Controlled Group member proposes to take with respect thereto. The Borrowers shall, at the reasonable request of the Administrative Agent or any Lender, deliver or cause to be delivered to the Administrative Agent or such Lender, as the case may be, true and correct copies of any documents relating to the ERISA Plan, excluding any documents providing information regarding individual participants or the disclosure of which would reasonably be expected to violate applicable Law.

Section 5.7. Financial Covenants.

(a) Available Liquidity. The Borrowers shall not permit at any time from and after the date on which Indebtedness is incurred pursuant to Section 5.8(i) hereof, Available Liquidity to be less than Thirty Million Dollars ($30,000,000.00).

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(b) Minimum Recurring Revenue. The Borrowers shall not suffer or permit the Recurring Revenue to be less than the amounts set forth in the table below for the four fiscal quarters ending on the dates corresponding to such amounts:

Four Fiscal Quarters Ending Dates	Minimum Recurring Revenue
June 30, 2020	$	270,000,000
September 30, 2020	$	286,000,000
December 31, 2020	$	301,000,000
March 31, 2021	$	313,000,000
June 30, 2021	$	325,000,000
September 30, 2021	$	338,000,000
December 31, 2021	$	352,000,000
March 31, 2022	$	365,000,000
June 30, 2022	$	379,000,000
September 30, 2022	$	393,000,000
December 31, 2022	$	406,000,000
March 31, 2023	$	414,000,000

Section 5.8. Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided that this Section 5.8 shall not apply to the following:

(a) the Loans, the Letters of Credit and any other Indebtedness under this Agreement;

(b) any loans granted to, or Capitalized Lease Obligations entered into by, any Company for the purchase or lease of fixed assets (and refinancings of such loans or Capitalized Lease Obligations), which loans and Capitalized Lease Obligations shall only be secured by the fixed assets being purchased or leased, so long as the aggregate principal amount of all such loans and Capitalized Lease Obligations for all Companies shall not exceed Five Million Dollars ($5,000,000) at any time outstanding;

(c) the Indebtedness existing on the Closing Date as set forth in Schedule 5.8 of the Confidential Disclosure Letter (and any extension, renewal or refinancing thereof but only to the extent that the principal amount thereof does not increase after the Closing Date);

(d) loans to, and guaranties of Indebtedness of, a Company from a Company so long as each such Company is a Credit Party;

(e) loans to, and guaranties of Indebtedness of, a Company that is not a Credit Party from a Credit Party so long as such loans and guaranties are permitted under Section 5.11 hereof;

(f) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into in the ordinary course of business and not for speculative purposes;

(g) unsecured Indebtedness resulting from the financing of insurance premiums (with the insurance company providing such financing) in the ordinary course of business and consistent with past business practices of such Company;

(h) unsecured Indebtedness of Rapid7, Inc. arising under (i) the Existing Convertible Note Indenture and the Existing Convertible Notes and (ii) and any extension, renewal or refinancing of the Existing Convertible Notes but only to the extent that the principal amount thereof does not increase after the Closing Date;

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(i) unsecured Indebtedness of Rapid7, Inc. arising under (i) Convertible Debt Securities issued on or after the Closing Date, so long as (A) the aggregate outstanding principal amount of such Indebtedness does not exceed Two Hundred Fifty Million Dollars ($250,000,000) at any time outstanding, (B) the stated maturity date for such Indebtedness shall be no earlier than ninety (90) days after the end of the Commitment Period, and (C) the principal amount of such Indebtedness shall not be subject to any regularly scheduled amortization or sinking fund payments prior to the maturity date described in clause (B) above, and (ii) and any extension, renewal or refinancing of the such Convertible Debt Securities but only to the extent that the principal amount thereof does not exceed Two Hundred Fifty Million Dollars ($250,000,000);

(j) Indebtedness arising in connection with endorsement of instruments for deposit or owed in respect of business credit card programs and any netting services, overdrafts and related liabilities arising from treasury, depository and cash management services, in each case arising in the ordinary course of business;

(k) contingent liabilities arising with respect to (i) customary indemnification obligations by any of the Credit Parties and their Subsidiaries in favor of purchasers in connection with dispositions permitted under Section 5.12 hereof and (ii) the guaranty by any of the Credit Parties and their Subsidiaries of a lease, sublease, license, or sublicense entered into in the ordinary course of business by another Credit Party thereof;

(l) Indebtedness incurred in the ordinary course of business in respect of credit cards, credit card processing services, debit cards, stored value cards, commercial cards (including so-called “purchase cards”, “procurement cards” or “p-cards”), or cash management services in an amount not to exceed Ten Million Dollars ($10,000,000) outstanding at any one time;

(m) Acquired Indebtedness in an amount not to exceed Five Million Dollars ($5,000,000) outstanding at any one time;

(n) unsecured Indebtedness owing to sellers of assets or equity to a Company that is incurred by such Company in connection with the consummation of one or more Acquisitions permitted by Section 5.13 so long as the aggregate principal amount for all such unsecured Indebtedness does not exceed Twenty Million Dollars ($20,000,000) at any one time outstanding;

(o) unsecured Indebtedness of Borrowers or their Subsidiaries in respect of earn-outs and hold-back amounts owing to sellers of assets or equity interests to such Borrower or its Subsidiaries that is incurred in connection with the consummation of one or more Acquisitions permitted by Section 5.13 hereof; and

(p) other unsecured Indebtedness, in addition to the Indebtedness listed above, in an aggregate principal amount for all Companies not to exceed Five Million Dollars ($5,000,000) at any time outstanding.

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Section 5.9. Liens. No Company shall create, assume or suffer to exist (upon the happening of a contingency or otherwise) any Lien upon any of its property or assets, whether now owned or hereafter acquired; provided that this Section 5.9 shall not apply to the following:

(a) Liens for taxes not yet due or that are being actively contested in good faith by appropriate proceedings and for which adequate reserves shall have been established in accordance with GAAP;

(b) other statutory Liens, including, without limitation, statutory Liens of landlords, carriers, warehousemen, utilities, mechanics, repairmen, workers and materialmen, incidental to the conduct of its business or the ownership of its property and assets that (i) were not incurred in connection with the incurring of Indebtedness or the obtaining of advances or credit, and (ii) do not in the aggregate materially detract from the value of its property or assets or materially impair the use thereof in the operation of its business;

(c) any Lien granted to the Administrative Agent, for the benefit of the Lenders (and Affiliates thereof);

(d) the Liens existing on the Closing Date as set forth in Schedule 5.9 of the Confidential Disclosure Letter and replacements, extensions, renewals, refundings or refinancings thereof, but only to the extent that the amount of debt secured thereby, and the amount and description of the property subject to such Liens, shall not be increased;

(e) Liens on deposits and purchase money Liens on fixed assets securing the loans and Capitalized Lease Obligations pursuant to Section 5.8(b) hereof, provided that such Lien is limited to the purchase price and only attaches to the property being acquired and deposits made in connection with such purchases;

(f) easements or other minor defects or irregularities in title of real property not interfering in any material respect with the use of such property in the business of any Company;

(g) any interest or title of, or Liens created by, a lessor under any leases or subleases entered into by any Company, as tenant, in the ordinary course of business;

(h) Liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights, including Liens of a collecting bank arising in the ordinary course of business under Section 4-208 of the U.C.C.;

(i) Liens solely on earnest money deposits made by a Borrower or any of its Subsidiaries in connection with any letter of intent or purchase agreement executed in connection with a transaction permitted by this Agreement;

(j) Liens arising from precautionary U.C.C. Financing Statement filings regarding operating leases entered into by a Borrower or any of its Subsidiaries in the ordinary course of business;

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(k) Liens on insurance proceeds to the extent of premiums financed;

(l) pledges, deposits and other Liens securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty, workmen’s compensation or liability insurance in an aggregate principal amount not to exceed Ten Million Dollars ($10,000,000);

(m) an agreement to transfer any property in a disposition permitted under Section 5.12 hereof, to the extent that such an agreement may constitute a Lien, and Liens on earnest money deposits of cash or Cash Equivalents made by the Companies in connection with any Disposition permitted under Section 5.12 hereof;

(n) any encumbrance or restriction with respect to the equity interests of any joint venture or similar arrangement created after the Closing Date and pursuant to the joint venture or similar agreements with respect to such joint venture or similar arrangements permitted under this Agreement;

(o) Liens arising from judgments, decrees or attachments in circumstances not constituting an Event of Default under Section 8.8 hereof;

(p) Liens assumed by a Company in connection with an Acquisition that secures Acquired Indebtedness that is permitted by Section 5.8(m) hereof, but only so long as such Lien is limited to the assets being acquired by such Acquisition;

(q) Liens incurred to secure cash management services or to implement cash pooling arrangements in the ordinary course of business, in the aggregate for all Companies, not to exceed Two Million Dollars ($2,000,000);

(r) non-exclusive licenses of patents, trademarks, copyrights, and other intellectual property rights in the ordinary course of business; and

(s) other Liens, in addition to the Liens listed above, not incurred in connection with the incurring of Indebtedness, securing amounts, in the aggregate for all Companies, not to exceed Two Million Dollars ($2,000,000) at any time.

No Company shall enter into any contract or agreement (other than (i) a contract or agreement entered into in connection with the purchase or lease of fixed assets that prohibits Liens on such fixed assets, (ii) customary provisions in joint venture agreements restricting liens on joint venture assets (to the extent joint ventures are permitted by this Agreement), (iii) customary provisions in licenses of intellectual property that restrict the creation of liens entered into in the ordinary course of business, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest entered into in the ordinary course of business, and (v) customary restrictions and conditions contained in any agreement relating to the sale of any asset permitted under Section 5.12 hereof pending the consummation of such sale) that would prohibit the Administrative Agent or the Lenders from acquiring a security interest, mortgage or other Lien on, or a collateral assignment of, any of the property or assets of such Company.

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Section 5.10. Regulations T, U and X. No Company shall take any action that would result in any non-compliance of the Loans or Letters of Credit with Regulations T, U or X, or any other applicable regulation, of the Board of Governors of the Federal Reserve System.

Section 5.11. Investments, Loans and Guaranties. No Company shall (a) create, acquire or hold any Subsidiary, (b) make or hold any investment in any stocks, bonds or securities of any kind, (c) be or become a party to any joint venture or other partnership, (d) make or keep outstanding any advance or loan to any Person, or (e) be or become a Guarantor of any kind (other than a Guarantor of Payment under the Loan Documents); provided that this Section 5.11 shall not apply to the following:

(i) any endorsement of a check or other medium of payment for deposit or collection through normal banking channels or similar transaction in the normal course of business;

(ii) investments in Cash Equivalents;

(iii) investments made in compliance with the Investment Policy;

(iv) the holding of each of the Subsidiaries listed on Schedule 6.1 of the Confidential Disclosure Letter, and the creation, acquisition and holding of and any investment in any newly formed or acquired Subsidiary after the Closing Date so long as such Subsidiary shall have been created, acquired or held, and investments made, in accordance with the terms and conditions of this Agreement;

(v) loans to, investments in and guaranties of the Indebtedness (permitted under Section 5.8(d) hereof) of, a Company from or by a Company so long as each such Company is a Credit Party;

(vi) any loans by a Company (that is not a Credit Party) to, investments by a Company (that is not a Credit Party) in, and guaranties by a Company (that is not a Credit Party) of Indebtedness of, another Company;

(vii) any advance or loan to an officer or employee of a Company as an advance on commissions, travel and other items in the ordinary course of business, so long as all such advances and loans (other than through use of company credit cards or similar purchase cards) from all Companies aggregate not more than the maximum principal sum of Five Hundred Thousand Dollars ($500,000) at any time outstanding;

(viii) any loans by a Credit Party to, investments by a Credit Party in, and guaranties by a Credit Party of Indebtedness of, a Company that is not a Credit Party, so long as the aggregate amount thereof shall not exceed Five Million Dollars ($5,000,000) per fiscal year;

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(ix) the holdings of any stock or equity interest that remains following the sale or other disposition of a Company (or a majority interest therein) permitted by Section 5.12 hereof;

(x) to the extent constituting an investment, Indebtedness permitted under Section 5.8 hereof;

(xi) accounts receivable arising and trade credit granted in the ordinary course of business (including, for the avoidance of doubt, pursuant to cost plus arrangements) and securities of account debtors received in satisfaction or partial satisfaction thereof from financially troubled account debtors or pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such account debtors;

(xii) guaranties by a Company of operating leases (other than Capitalized Lease Obligations) or of other obligations that do not constitute Indebtedness, in each case entered into by a Company in the ordinary course of business;

(xiii) the entering into Hedge Agreements permitted under Section 5.8(f) hereof, and the purchase of any Permitted Equity Derivatives in connection with the issuance of Convertible Debt Securities permitted under Section 5.8(h) and (i) hereof (and the replacement of any such Permitted Equity Derivatives) provided that the purchase price for such Permitted Equity Derivatives, net of any proceeds relating to any concurrent sale or termination of any Permitted Equity Derivatives, in respect of any Convertible Debt Securities does not exceed the net cash proceeds from such issuance of Convertible Debt Securities;

(xiv) investments in the nature of Acquisitions to the extent permitted under Section 5.13 hereof; or

(xv) other investments in an amount not to exceed Ten Million Dollars ($10,000,000) in any fiscal year.

For purposes of this Section 5.11, the amount of any investment in equity interests shall be based upon the initial amount invested and shall not include any appreciation in value or return on such investment but shall take into account repayments, redemptions and return of capital.

Section 5.12. Merger and Sale of Assets. No Company shall merge, amalgamate or consolidate with any other Person, or sell, lease or transfer or otherwise dispose of any assets to any Person other than in the ordinary course of business, except that, if no Default or Event of Default shall then exist or immediately thereafter shall begin to exist:

(a) a Company (other than a Borrower) may merge with (i) a Borrower (provided that such Borrower shall be the continuing or surviving Person) or (ii) any one or more Guarantors of Payment (provided that at least one Guarantor of Payment shall be the continuing or surviving Person);

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(b) a Company (other than a Borrower) may sell, lease, transfer or otherwise dispose of any of its assets to (i) a Borrower or (ii) any Guarantor of Payment;

(c) a Company (other than a Credit Party) may (i) merge with or sell, lease, transfer or otherwise dispose of any of its assets to any other Company and (ii) may, following the transfer of substantially all of its assets to another Company, voluntary dissolve or liquidate;

(d) a Company may sell, lease, transfer or otherwise dispose of any assets that are obsolete or no longer useful in such Company’s business, including by way of (i) the lapse of registered patents, trademarks, copyrights and other intellectual property of Borrowers or any of their Subsidiaries to the extent not economically desirable in the conduct of its business or (ii) the abandonment of patents, trademarks, copyrights, or other intellectual property rights in the ordinary course of business so long as (in each case under clauses (i) and (ii)), (A) with respect to copyrights, such copyrights are not material revenue generating copyrights, and (B) such lapse is not materially adverse to the interests of the Lenders;

(e) Acquisitions may be effected in accordance with the provisions of Section 5.13 hereof;

(f) a Company may terminate a lease of real or personal property that is not necessary for the ordinary course of business, could not reasonably be expected to have a Material Adverse Effect and does not result from a Company’s default;

(g) the unwinding, settlement or termination of any obligations under or in respect of any Hedge Agreements (including Swap Obligations) and Permitted Equity Derivatives;

(h) the licensing, on a non-exclusive basis, of patents, trademarks, copyrights, and other intellectual property rights in the ordinary course of business;

(i) to the extent constituting investments, the granting of Liens permitted by Section 5.9 hereof and the making of Restricted Payments permitted by Section 5.15 hereof;

(j) the sale or issuance of equity interests by of Rapid7, Inc.;

(k) dispositions of assets acquired by Borrowers and their Subsidiaries pursuant to an Acquisition consummated within 12 months of the date of the proposed disposition so long as (i) the consideration received for the assets to be so disposed is at least equal to the fair market value of such assets, (ii) the assets to be so disposed are not necessary or economically desirable in connection with the business of Borrowers or their Subsidiaries, and (iii) the assets to be so disposed are readily identifiable as assets acquired pursuant to the subject Acquisition; and

(l) a Credit Party may sell, lease, transfer or otherwise dispose of any other assets in an aggregate amount not to exceed Ten Million Dollars ($10,000,000) during the Commitment Period.

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Section 5.13. Acquisitions. No Company shall effect an Acquisition; provided that a Company may effect (i) the Acquisition of Project Stratus pursuant to terms consistent with those disclosed to the Administrative Agent and the Lenders prior to the Closing Date, and (ii) any other Acquisition so long as such Acquisition meets all of the following requirements:

(a) in the case of an Acquisition that involves a merger, amalgamation or other combination including a Borrower, a Borrower shall be the surviving entity;

(b) in the case of an Acquisition that involves a merger, amalgamation or other combination including a Credit Party (other than a Borrower), a Credit Party shall be the surviving entity;

(c) the business to be acquired shall be similar to, or related to, or incidental to the lines of business of the Companies;

(d) the Companies shall be in full compliance with the Loan Documents both prior to and after giving pro forma effect to such Acquisition;

(e) no Default or Event of Default shall exist prior to or, after giving pro forma effect to such Acquisition, thereafter shall begin to exist;

(f) such Acquisition is not actively opposed by the board of directors (or similar governing body) of the selling Persons or the Persons whose equity interests are to be acquired;

(g) with respect to an Acquisition with Consideration equal to or less than Fifteen Million Dollars ($15,000,000), the Borrowers shall have provided to the Administrative Agent and the Lenders, on or prior to such Acquisition, (i) copies of the Acquisition documents and related disclosure schedules, and (ii) historical financial statements of the target entity and a pro forma financial statement of the Companies accompanied by a certificate of a Financial Officer showing pro forma compliance with Section 5.7 hereof, both before and after giving effect to the proposed Acquisition;

(h) with respect to an Acquisition with Consideration in excess of Fifteen Million Dollars ($15,000,000), the Borrowers shall have provided to the Administrative Agent and the Lenders, at least five (5) business days prior to such Acquisition, (i) copies of the Acquisition documents and related disclosure schedules, and (ii) historical financial statements of the target entity and a pro forma financial statement of the Companies accompanied by a certificate of a Financial Officer showing pro forma compliance with Section 5.7 hereof, both before and after giving effect to the proposed Acquisition;

(i) the Available Liquidity shall be no less than Fifty Million Dollars ($50,000,000) after giving pro forma effect to such Acquisition; and

(j) the aggregate cash Consideration paid for such Acquisition, when combined with all Acquisitions (other than Project Stratus) for all Companies during the Commitment Period, does not exceed the sum of (i) Seventy-Five Million Dollars ($75,000,000), plus (ii) fifty percent (50%) of the net cash proceeds of any Convertible Debt Securities issued after the Closing Date.

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Section 5.14. Notice. Each Borrower shall cause a Financial Officer of such Borrower to promptly notify the Administrative Agent and the Lenders, in writing, whenever any of the following shall occur:

(a) a Default or Event of Default has occurred hereunder or any representation or warranty made in Article VI hereof or elsewhere in this Agreement or in any other Loan Document for any reason ceases in any material respect to be true and complete;

(b) a Borrower learns of a litigation or proceeding against such Borrower before a court, administrative agency or arbitrator that would reasonably be expected to have a Material Adverse Effect; or

(c) a Borrower learns that there has occurred or begun to exist any event, condition or thing that is reasonably likely to have a Material Adverse Effect.

Section 5.15. Restricted Payments. No Company shall make or commit itself to make any Restricted Payment at any time, except:

(a) Rapid7, Inc. may declare and pay dividends with respect to its equity interests, and make other Restricted Payments, in each case payable solely in additional shares of its common stock;

(b) Rapid7, Inc. may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of Rapid7, Inc. and its Subsidiaries in a manner consistent with past business practices;

(c) so long as no Default or Event of Default has occurred and is continuing or would arise after giving effect (including pro forma effect) thereto, the Borrower and any Subsidiaries may repurchase equity interests from any current or former officer, director, employee or consultant to comply with Tax withholding obligations relating to Taxes payable by such Person upon the grant or award of such equity interests (or upon vesting thereof);

(d) so long as no Default or Event of Default has occurred and is then continuing or would arise after giving effect (including pro forma effect) thereto, Rapid7, Inc. and any Subsidiaries may purchase equity interests from present or former officers, directors or employees of Rapid7, Inc. or any Subsidiary upon the death, disability, retirement or termination of employment or service of such officer, director or employee in an aggregate amount for the not to exceed Five Million Dollars ($5,000,000) during the Commitment Period;

(e) the purchase of (i) any Permitted Equity Derivatives in connection with the issuance of any Convertible Debt Securities permitted under Section 5.7 hereof (and the replacement of any such Permitted Equity Derivatives) and (ii) equity interests of Rapid7, Inc. with proceeds of any Convertible Debt Securities;

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(f) the Borrowers may make (i) interest payments on Convertible Debt Securities, and (ii) so long as no Default or Event of Default has occurred and is continuing or would arise after giving effect (including pro forma effect) thereto, cash settlement payments upon any conversion of Convertible Debt Securities in accordance with the terms thereof in an aggregate amount not to exceed the principal amount thereof; and

(g) so long as no Default or Event of Default has occurred and is continuing or would arise after giving effect (including pro forma effect) thereto, Rapid7, Inc. and any Subsidiaries may make other Restricted Payments (other than payments on Convertible Debt Securities) in an aggregate amount not exceeding Five Million Dollars ($5,000,000) in any fiscal year of the Borrower.

Section 5.16. Environmental Compliance. Each Company shall comply in all material respects with any and all Environmental Laws and Environmental Permits including, without limitation, all Environmental Laws in jurisdictions in which such Company owns or operates a facility or site, arranges for disposal or treatment of hazardous substances, solid waste or other wastes, accepts for transport any hazardous substances, solid waste or other wastes or holds any interest in real property or otherwise. The Administrative Borrower shall furnish to the Administrative Agent and the Lenders, promptly after receipt thereof, a copy of any notice any Company may receive from any Governmental Authority or private Person, or otherwise, that any material litigation or proceeding pertaining to any environmental, health or safety matter has been filed or is threatened against such Company, any real property in which such Company holds any interest or any past or present operation of such Company. No Company shall allow the release or disposal of hazardous waste, solid waste or other wastes on, under or to any real property in which any Company holds any ownership interest or performs any of its operations, in violation of any material provision of Environmental Law. As used in this Section 5.16, “litigation or proceeding” means any demand, claim, notice, suit, suit in equity action, administrative action, investigation or inquiry whether brought by any Governmental Authority or private Person, or otherwise. Each Borrower shall defend, indemnify and hold the Administrative Agent and the Lenders harmless against all properly documented costs, expenses, claims, damages, penalties and liabilities of every kind or nature whatsoever (including attorneys’ fees) arising out of or resulting from the noncompliance of any Company with any Environmental Law. Such indemnification shall survive any termination of this Agreement.

Section 5.17. Affiliate Transactions. No Company shall, directly or indirectly, enter into or permit to exist any transaction or series of transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate (other than a Company that is a Credit Party) on terms that shall be less favorable to such Company than those that might be obtained at the time in a transaction with a Person that is not an Affiliate; provided that the foregoing shall not prohibit (a) the payment of customary and reasonable directors’ fees to directors who are not employees of a Company or an Affiliate; (b) any employment agreement, employee benefit plan, stock option plan, officer, director, consultant or employee indemnification agreement (and the payment of indemnities and fees pursuant to such arrangements) or any similar arrangement entered into by a Company in the ordinary course of business; (c) loans to employees or officers to the extent permitted under this

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Agreement; or (d) any transactions in respect of which the Borrowers delivers to the Administrative Agent (for delivery to the Lenders) a letter addressed to the Board of Directors of the Borrowers from an account, appraisal or investment banking firm, in each case of nationally recognized standing that is (A) in the good faith determination of the Borrowers qualified to render such letter, and (B) reasonably satisfactory to the Administrative Agent, which letter states that such transaction is on terms that are no less favorable to a Borrower or such Subsidiary, as applicable, than would be obtained in a comparable arm’s-length transaction with a Person that is not an Affiliate.

Section 5.18. Use of Proceeds. The Borrowers’ use of the proceeds of the Loans shall be for working capital and other general corporate purposes of the Companies, for Acquisitions permitted hereunder, and for certain fees and expenses associated with the transactions contemplated by this Agreement. The Borrowers will not, directly or indirectly, use the proceeds of the Loans and Letters of Credit, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other Person, (a) (i) to fund activities or business of or with any Person, or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of Sanctions, or (ii) in any other manner that would result in a violation of Sanctions by any Person (including any Person participating in the Loans, whether as underwriter, advisor, investor, or otherwise); or (b) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of Anti-Corruption Laws.

Section 5.19. Corporate Names and Locations of Collateral. No Credit Party shall (a) change its corporate name, or (b) change its state, province or other jurisdiction, or form of organization, or extend or continue its existence in or to any other jurisdiction (other than its jurisdiction of organization at the date of this Agreement); unless, in each case, the Borrowers shall have provided the Administrative Agent with at least thirty (30) days prior written notice thereof. The Administrative Borrower shall also provide the Administrative Agent with at least thirty (30) days prior written notification of (i) any change in any location where any material amount of a Credit Party’s Inventory or Equipment is maintained, and any new locations where any material amount of a Credit Party’s Inventory or Equipment is to be maintained; (ii) any change in the location of the office where any Credit Party’s records pertaining to its Accounts are kept; and (iii) any change in the location of any Credit Party’s chief executive office. In the event of any of the foregoing or if otherwise deemed reasonably appropriate by the Administrative Agent, the Administrative Agent is hereby authorized to file new U.C.C. Financing Statements describing the Collateral and otherwise in form and substance sufficient for recordation wherever necessary or appropriate, as determined in the Administrative Agent’s sole discretion, to perfect or continue perfected the security interest of the Administrative Agent, for the benefit of the Lenders, in the Collateral. The Borrowers shall pay all filing and recording fees and taxes in connection with the filing or recordation of such U.C.C. Financing Statements and security interests and shall promptly reimburse the Administrative Agent therefor if the Administrative Agent pays the same. Such amounts not so paid or reimbursed shall be Related Expenses hereunder.

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Section 5.20. Subsidiary Guaranties, Security Documents and Pledge of Stock or Other Ownership Interest.

(a) Guaranties and Security Documents. Each Domestic Subsidiary (other than (i) a Subsidiary that is a Dormant Subsidiary, (ii) a Subsidiary that is held directly or indirectly by a CFC, or (iii) a FSHCO) created, acquired or held subsequent to the Closing Date, shall promptly (and in any event within 30 days or such later date reasonably acceptable to the Administrative Agent) execute and deliver to the Administrative Agent, for the benefit of the Lenders, a Guaranty of Payment (or a Guaranty of Payment Joinder) of all of the Obligations and a Security Agreement (or a Security Agreement Joinder), such agreements to be prepared by the Administrative Agent and in form and substance reasonably acceptable to the Administrative Agent, along with any such other supporting documentation, Security Documents, corporate governance and authorization documents, and an opinion of counsel as may reasonably be deemed necessary or advisable by the Administrative Agent. With respect to a Domestic Subsidiary that has been classified as a Dormant Subsidiary, at such time that such Subsidiary no longer meets the requirements of a Dormant Subsidiary, the Administrative Borrower shall provide to the Administrative Agent prompt written notice thereof, and shall provide, with respect to such Subsidiary, all of the documents referenced in the foregoing sentence.

(b) Pledge of Stock or Other Ownership Interest. With respect to the creation or acquisition of a Subsidiary (other than any direct or indirect Subsidiary of a CFC) after the Closing Date, the Borrowers shall deliver to the Administrative Agent, for the benefit of the Lenders, all of the share certificates (or other evidence of equity) owned by a Credit Party pursuant to the terms of a Pledge Agreement prepared by the Administrative Agent and in form and substance reasonably satisfactory to the Administrative Agent, and executed by the appropriate Credit Party; provided that no such pledge shall include shares of voting capital stock or other voting equity interests of any Foreign Subsidiary that is a CFC or any FSHCO in excess of sixty-five percent (65%) of the total outstanding shares of voting capital stock or other voting equity interest of such Foreign Subsidiary or FSHCO, whether held directly or indirectly through a disregarded entity.

(c) Perfection or Registration of Interest in Foreign Shares. After the occurrence and during the continuance of an Event of Default, with respect to any foreign shares pledged to the Administrative Agent, for the benefit of the Lenders, on or after the Closing Date, the Administrative Agent shall, in the discretion of the Administrative Agent or the Required Lenders, have the right to perfect, at the Borrowers’ cost, payable upon request therefor (including, without limitation, any foreign counsel, or foreign notary, filing, registration or similar, fees, costs or expenses), its security interest in such shares in the respective foreign jurisdiction. Such perfection may include the requirement that the applicable Company promptly execute and deliver to the Administrative Agent a separate pledge document (prepared by the Administrative Agent and in form and substance reasonably satisfactory to the Administrative Agent), covering such equity interests, that conforms to the requirements of the applicable foreign jurisdiction, together with an opinion of local counsel as to the perfection of the security interest provided for therein, and all other documentation necessary or desirable to effect the foregoing and to permit the Administrative Agent to exercise any of its rights and remedies in respect thereof. Notwithstanding the foregoing, such perfection shall not be required if, in the reasonable judgment of Administrative Agent and the Borrowers, the burden, cost or consequences of creating or perfecting such pledges or security interests in such assets is excessive in relation to the benefits to be obtained therefrom by the Administrative Agent and Lenders.

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Section 5.21. Collateral. Each Credit Party shall:

(a) once per fiscal year, at reasonable times and, except after the occurrence of an Event of Default, upon reasonable notice, allow the Administrative Agent by or through any of the Administrative Agent’s officers, agents, employees, attorneys or accountants to (i) examine, inspect and make extracts from such Credit Party’s books and other records, including, without limitation, the tax returns of such Credit Party, (ii) arrange for verification of such Credit Party’s Accounts, under reasonable procedures, directly with Account Debtors or by other methods, and (iii) examine and inspect such Credit Party’s Inventory and Equipment, wherever located;

(b) promptly furnish to the Administrative Agent upon reasonable request (i) additional statements and information with respect to the Collateral, and all writings and information relating to or evidencing any of such Credit Party’s Accounts (including, without limitation, computer printouts or typewritten reports listing the mailing addresses of all present Account Debtors), and (ii) any other writings and information as the Administrative Agent may reasonably request;

(c) promptly notify the Administrative Agent in writing of the existence of any Deposit Account or Securities Account of any Credit Party, and promptly (or prior to or simultaneously with the creation of any new Deposit Account or Securities Account) provide for the execution of a Deposit Account Control Agreement or Securities Account Control Agreement with respect thereto, if required by the Administrative Agent; provided that no Credit Party shall be required to deliver a Deposit Account Control Agreement or Securities Account Control Agreement (i) with respect to any Excluded Account, or (ii) so long as (A) the aggregate balance in each Deposit Account (that is not an Excluded Account) that is not subject to a Control Agreement does not exceed One Hundred Thousand Dollars ($100,000) at any time, and (B) the aggregate balance in all Deposit Accounts (that are not Excluded Accounts) that are not subject to a Control Agreement does not exceed Five Hundred Thousand Dollars ($500,000) at any time;

(d) promptly notify the Administrative Agent in writing whenever the Equipment or Inventory of a Company, valued in excess of Five Hundred Thousand Dollars ($500,000), is located at a location of a third party (other than another Company) that is not covered by an executed Landlord’s Waiver or similar document with respect thereto, and deliver to the Administrative Agent an executed Landlord’s Waiver or similar document with respect thereto or notice that may be required by the Administrative Agent;

(e) promptly notify the Administrative Agent in writing of any information that the Credit Parties have or may receive with respect to the Collateral that might reasonably be determined to materially and adversely affect the value thereof or the rights of the Administrative Agent with respect thereto;

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(f) maintain such Credit Party’s Equipment (other than Equipment that is obsolete or no longer useful in the Borrowers’ business) in good operating condition and repair, ordinary wear and tear excepted, making all necessary replacements in management’s reasonable judgment and in the ordinary course of business thereof so that the value and operating efficiency thereof shall at all times be maintained and preserved;

(g) deliver to the Administrative Agent, to hold as security for the Secured Obligations, all certificated Investment Property owned by a Credit Party and constituting Collateral, in suitable form for transfer by delivery, or accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Administrative Agent, or in the event such Investment Property is in the possession of a Securities Intermediary or credited to a Securities Account (other than an Excluded Account), execute with the related Securities Intermediary a Securities Account Control Agreement over such Securities Account in favor of the Administrative Agent, for the benefit of the Lenders, in form and substance reasonably satisfactory to the Administrative Agent;

(h) provide to the Administrative Agent, on a quarterly basis (as necessary), a list of any patents, trademarks or copyrights that have been federally registered by a Credit Party during such quarter, and provide for the execution of an appropriate Intellectual Property Security Agreement; and

(i) upon request of the Administrative Agent, promptly take such action and promptly make, execute and deliver all such additional and further items, deeds, assurances, instruments and any other writings as the Administrative Agent may from time to time deem necessary or appropriate, including, without limitation, chattel paper, to carry into effect the intention of this Agreement, or so as to completely vest in and ensure to the Administrative Agent and the Lenders their respective rights hereunder and in or to the Collateral.

Each Credit Party hereby authorizes the Administrative Agent, on behalf of the Lenders, to file U.C.C. Financing Statements or other appropriate notices with respect to the Collateral. If certificates of title or applications for title are issued or outstanding with respect to any of the Inventory or Equipment of any Credit Party constituting Collateral, such Credit Party shall, upon request of the Administrative Agent, (i) execute and deliver to the Administrative Agent a short form security agreement, prepared by the Administrative Agent and in form and substance reasonably satisfactory to the Administrative Agent, and (ii) deliver such certificate or application to the Administrative Agent and cause the interest of the Administrative Agent, for the benefit of the Lenders, to be properly noted thereon. Each Credit Party hereby authorizes the Administrative Agent or the Administrative Agent’s designated agent (but without obligation by the Administrative Agent to do so) to incur Related Expenses (whether prior to, upon, or subsequent to any Default or Event of Default), and the Borrowers shall promptly repay, reimburse, and indemnify the Administrative Agent and the Lenders for any and all Related Expenses. If any Credit Party fails to keep and maintain its Equipment (other than Equipment that is obsolete or no longer useful in the Borrowers’ business) in good operating condition, ordinary wear and tear excepted, the Administrative Agent may (but shall not be required to) so maintain or repair all or any part of such Credit Party’s Equipment and the cost thereof shall be a Related Expense. All Related Expenses are payable to the Administrative Agent upon demand therefor; the Administrative Agent may, at its option, debit Related Expenses directly to any Deposit Account of a Company located at the Administrative Agent or the Revolving Loans.

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Section 5.22. Property Acquired Subsequent to the Closing Date and Right to Take Additional Collateral. The Borrowers shall provide the Administrative Agent with prompt written notice with respect to any personal property (other than in the ordinary course of business and excluding Accounts, Inventory, Equipment and General Intangibles and other property acquired in the ordinary course of business) acquired by any Company subsequent to the Closing Date. In addition to any other right that the Administrative Agent and the Lenders may have pursuant to this Agreement or otherwise, upon written request of the Administrative Agent, whenever made, the Borrowers shall, and shall cause each Guarantor of Payment to, grant to the Administrative Agent, for the benefit of the Lenders, as additional security for the Secured Obligations, a first Lien on any personal property of the each Borrower and Guarantor of Payment (other than for Excluded Property, leased equipment or equipment subject to a purchase money security interest in which the lessor or purchase money lender of such equipment holds a first priority security interest, in which case, the Administrative Agent shall have the right to obtain a security interest junior only to such lessor or purchase money lender), including, without limitation, such property acquired subsequent to the Closing Date, in which the Administrative Agent does not have a first priority Lien. The Borrowers agree that, within ten days after the date of such written request, to secure all of the Secured Obligations by delivering to the Administrative Agent security agreements, intellectual property security agreements, pledge agreements, or other documents, instruments or agreements or such thereof as the Administrative Agent may reasonably require with respect to any of the Credit Parties. The Borrowers shall pay all recordation, legal and other expenses in connection therewith.

Section 5.23. Restrictive Agreements. Except as set forth in this Agreement, the Borrowers shall not, and shall not permit any of their Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (a) make, directly or indirectly, any Capital Distribution to any Borrower, (b) make, directly or indirectly, loans or advances or capital contributions to any Borrower or (c) transfer, directly or indirectly, any of the properties or assets of such Subsidiary to any Borrower; except for such encumbrances or restrictions existing under or by reason of (i) applicable Law, (ii) customary non-assignment provisions in leases or other agreements entered in the ordinary course of business and consistent with past practices, (iii) customary restrictions in security agreements or mortgages securing Indebtedness, or capital leases, of a Company to the extent such restrictions shall only restrict the transfer of the property subject to such security agreement, mortgage or lease, or (iv) any encumbrance or restriction with respect to the equity interests of any joint venture or similar arrangement created after the Closing Date and pursuant to the joint venture or similar agreements with respect to such joint venture or similar arrangements permitted under this Agreement.

Section 5.24. [Reserved].

Section 5.25. Amendment of Organizational Documents. Without the prior written consent of the Administrative Agent, no Credit Party shall (a) amend its Organizational Documents in any manner adverse to the Lenders, or (b) amend its Organizational Documents to change its name or state, province or other jurisdiction of organization, or its form of organization.

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Section 5.26. Fiscal Year. No Borrower shall change the date of its fiscal year-end without the prior written consent of the Administrative Agent and the Required Lenders. As of the Closing Date, the fiscal year end of each Borrower is December 31 of each year.

Section 5.27. Further Assurances. The Borrowers shall, and shall cause each other Credit Party to, promptly upon request by the Administrative Agent, or the Required Lenders through the Administrative Agent, (a) correct any material defect or error that may be discovered in any Loan Document or in the execution, acknowledgment, filing or recordation thereof, and (b) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments related to any of the collateral securing the Secured Obligations as the Administrative Agent, or the Required Lenders through the Administrative Agent, may reasonably require from time to time in order to carry out more effectively the purposes of the Loan Documents.

Section 5.28. Beneficial Ownership. Promptly following any request therefor, each Borrower shall provide information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act and the Beneficial Ownership Regulation.

ARTICLE VI. REPRESENTATIONS AND WARRANTIES

Section 6.1. Corporate Existence; Subsidiaries; Foreign Qualification. Each Company is duly organized, validly existing, and in good standing (or comparable concept in the applicable jurisdiction) under the laws of its state or jurisdiction of incorporation or organization, and is duly qualified and authorized to do business and is in good standing (or comparable concept in the applicable jurisdiction) as a foreign entity in the jurisdictions set forth opposite its name on Schedule 6.1 of the Confidential Disclosure Letter, which are all of the states or jurisdictions where the character of its property or its business activities makes such qualification necessary, except where a failure to so qualify would not reasonably be expected to have a Material Adverse Effect. Schedule 6.1 of the Confidential Disclosure Letter sets forth, as of the Closing Date, each Subsidiary of a Borrower (and whether such Subsidiary is a Dormant Subsidiary), its state (or jurisdiction) of formation, its relationship to the Borrowers, including the percentage of each class of stock or other equity interest owned by a Company, each Person that owns the stock or other equity interest of each Company. Schedule 6.1 of the Confidential Disclosure Letter sets forth the tax identification number and the location of its chief executive office and principal place of business each Credit Party. Except as set forth on Schedule 6.1 of the Confidential Disclosure Letter, as of the Closing Date, each Borrower, directly or indirectly, owns all of the equity interests of each of its Subsidiaries.

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Section 6.2. Corporate Authority. Each Credit Party has the right and power and is duly authorized and empowered to enter into, execute and deliver the Loan Documents to which it is a party and to perform and observe the provisions of the Loan Documents. The Loan Documents to which each Credit Party is a party have been duly authorized and approved by such Credit Party’s board of directors or other governing body, as applicable, and are the legal, valid and binding obligations of such Credit Party, enforceable against such Credit Party in accordance with their respective terms, except as enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally and by equitable principles (regardless of, whether enforcement is sought in equity or at law). The execution, delivery and performance of the Loan Documents do not conflict with, result in a breach in any of the provisions of, constitute a default under, or result in the creation of a Lien (other than Liens permitted under Section 5.9 hereof) upon any assets or property of any Credit Party under the provisions of, such Company’s Organizational Documents or any material agreement to which such Company is a party.

Section 6.3. Compliance with Laws and Contracts. Each Company:

(a) holds permits, certificates, licenses, orders, registrations, franchises, authorizations, and other approvals from any Governmental Authority necessary for the conduct of its business and is in compliance with all applicable Laws relating thereto, except where the failure to do so would not have a Material Adverse Effect;

(b) is in compliance in all material respects with all federal, state, local, or foreign applicable statutes, rules, regulations, and orders including, without limitation, those relating to environmental protection, occupational safety and health, and equal employment practices, except where the failure to be in compliance would not have a Material Adverse Effect;

(c) is not in violation of or in default under any agreement to which it is a party or by which its assets are subject or bound, except with respect to any violation or default that would not have a Material Adverse Effect;

(d) has ensured that no Company, or to the knowledge of any Company, any director, officer, agent, employee or Affiliate of a Company, is a Person that is, or is owned or controlled by Persons that are (i) the subject of any Sanctions, or (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions;

(e) is in material compliance with all applicable Bank Secrecy Act (“BSA”) and anti-money laundering laws and regulations; and

(f) has ensured that no Company or, to the knowledge of any Company, any director, officer, agent, employee or other person acting on behalf of a Company has taken any action, directly or indirectly, that would result in a violation by such persons of Anti-Corruption Laws, and the Credit Parties have instituted and maintain policies and procedures designed to ensure continued compliance therewith; and

(g) is in compliance, in all material respects, with the Patriot Act.

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Section 6.4. Litigation and Administrative Proceedings. Except as disclosed on Schedule 6.4 of the Confidential Disclosure Letter (and for matters disclosed by Rapid7, Inc. on its periodic public filings), there are (a) no lawsuits, actions, investigations, examinations or other proceedings pending or, to the knowledge of the Companies, threatened against any Company, or in respect of which any Company may have any liability, in any court or before or by any Governmental Authority, arbitration board, or other tribunal that could reasonably be expected to have a Material Adverse Effect, (b) no orders, writs, injunctions, judgments, or decrees of any court or Governmental Authority to which any Company is a party or by which the property or assets of any Company are bound that could reasonably be expected to have a Material Adverse Effect, and (c) no grievances, disputes, or controversies outstanding with any union or other organization of the employees of any Company, or threats of work stoppage, strike, or pending demands for collective bargaining that could reasonably be expected to have a Material Adverse Effect.

Section 6.5. Title to Assets. Each Credit Party has good title to and ownership of all property it purports to own, which property is free and clear of all Liens, except those permitted under Section 5.9 hereof. As of the Closing Date, the Credit Parties do not own any real estate.

Section 6.6. Liens and Security Interests. On and after the Closing Date, except for Liens permitted pursuant to Section 5.9 hereof, (a) there is and will be no U.C.C. Financing Statement or similar notice of Lien outstanding covering any personal property of any Credit Party; (b) there is and will be no mortgage or charge outstanding covering any real property of any Credit Party; and (c) no real or personal property of any Credit Party is subject to any Lien of any kind. The Administrative Agent, for the benefit of the Lenders, upon the filing of the U.C.C. Financing Statements and taking such other actions necessary to perfect its Lien against collateral of the corresponding type as authorized hereunder will have a valid and enforceable first Lien on the collateral securing the Secured Obligations to the extent such Lien may be perfected by the filing of a U.C.C. Financing Statement. No Company has entered into any contract or agreement (other than a contract or agreement entered into in connection with the purchase or lease of fixed assets that prohibits Liens on such fixed assets that exists on or after the Closing Date that would prohibit the Administrative Agent or the Lenders from acquiring a Lien on, or a collateral assignment of, any of the property or assets of any Credit Party).

Section 6.7. Tax Returns. All federal, state and local tax returns and other reports required by law to be filed in respect of the income, business, properties and employees of each Company have been timely filed (subject to valid extensions) and all taxes, assessments, fees and other governmental charges that are due and payable have been timely paid or are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves are being maintained in accordance with GAAP, in each case, except as otherwise permitted herein or where the failure to do so does not and will not cause or result in a Material Adverse Effect.

Section 6.8. Environmental Laws. Each Company is in compliance with all Environmental Laws, including, without limitation, all Environmental Laws in all jurisdictions in which any Company owns or operates, or has owned or operated, a facility or site, arranges or has arranged for disposal or treatment of hazardous substances, solid waste or other wastes, accepts or has accepted for transport any hazardous substances, solid waste or

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other wastes or holds or has held any interest in real property or otherwise, except for such non-compliance that could not reasonably be expected to have a Material Adverse Effect. No litigation or proceeding arising under, relating to or in connection with any Environmental Law or Environmental Permit is pending or, to the best knowledge of each Company, threatened, against any Company, any real property in which any Company holds or has held an interest or any past or present operation of any Company that could reasonably be expected to have a Material Adverse Effect. No material release, threatened release or disposal of hazardous waste, solid waste or other wastes is occurring, or has occurred (other than those that are currently being remediated in accordance with Environmental Laws), on, under or to any real property in which any Company holds any interest or performs any of its operations, in violation in any material respect of any Environmental Law, in each case, except for such items that could not reasonably be expected to have a Material Adverse Effect. As used in this Section 6.8, “litigation or proceeding” means any demand, claim, notice, suit, suit in equity, action, administrative action, investigation or inquiry whether brought by any Governmental Authority or private Person, or otherwise.

Section 6.9. Locations. As of the Closing Date, the Credit Party have places of business or maintain their Accounts, Inventory and Equipment at the locations (including third party locations) set forth on Schedule 6.9 of the Confidential Disclosure Letter, and each Credit Party’s chief executive office is set forth on Schedule 6.1 of the Confidential Disclosure Letter. Schedule 6.9 of the Confidential Disclosure Letter further specifies whether each location, as of the Closing Date, (a) is owned by a Credit Party, or (b) is leased by a Credit Party from a third party, and, if leased by a Credit Party from a third party, if a Landlord’s Waiver is required to be delivered pursuant to the terms hereof. As of the Closing Date, Schedule 6.9 hereto correctly identifies the name and address of each third-party location where assets of a Credit Party are located.

Section 6.10. Continued Business. There exists no actual, pending, or, to each Borrower’s knowledge, any threatened termination, cancellation or limitation of, or any modification or change (other than consistent with past business practices of the Companies and at the election of the Companies) in the business relationship of any Company and any customer or supplier, or any group of customers or suppliers, whose purchases or supplies, individually or in the aggregate, are material to the business of any Company, which could reasonably be expected to have a Material Adverse Effect, and there exists no other present condition or state of facts or circumstances that would have a Material Adverse Effect or prevent a Company from conducting such business or the transactions contemplated by this Agreement in substantially the same manner in which it was previously conducted.

Section 6.11. Employee Benefits Plans. Schedule 6.11 of the Confidential Disclosure Letter identifies each ERISA Plan as of the Closing Date. No ERISA Event has occurred or is expected to occur with respect to an ERISA Plan. Disregarding any matters which do not have a Material Adverse Effect: (a) full payment has been made of all amounts that a Controlled Group member is required, under applicable Law or under the governing documents, to have paid as a contribution to or a benefit under each ERISA Plan; (b) the liability of each Controlled Group member with respect to each ERISA Plan has been appropriately funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been appropriately reserved for

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on its financial statements; and (c) no changes have occurred or are expected to occur that would cause a material increase in the cost of providing benefits under the ERISA Plan. To the knowledge of the Borrowers, with respect to each ERISA Plan administered by a Company or a Controlled Group member that is intended to be qualified under Code Section 401(a), (i) the ERISA Plan and any associated trust operationally comply with the applicable requirements of Code Section 401(a), (ii) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely), (iii) the ERISA Plan and any associated trust have received a favorable determination letter or opinion letter from the Internal Revenue Service stating that the ERISA Plan (or a prototype or volume submitter plan utilized as the plan document for such ERISA Plan) qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired, (iv) the ERISA Plan currently satisfies the requirements of Code Section 410(b), without regard to any retroactive amendment that may be made within the above-described “remedial amendment period”, and (v) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972. With respect to any Pension Plan, the “accumulated benefit obligation” of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employers’ Accounting for Pensions”) does not exceed the fair market value of Pension Plan assets.

Section 6.12. Consents or Approvals. Except as set forth on Schedule 6.12 of the Confidential Disclosure Letter, and pursuant to Section 5.25 hereof, no consent, approval or authorization of, or filing, registration or qualification with, any Governmental Authority or any other Person is required to be obtained or completed by any Credit Party in connection with the execution, delivery or performance of any of the Loan Documents, that has not already been obtained or completed, except the filing and recording of financing statements and other documents necessary in order to perfect the Liens created by this Agreement or the Security Documents.

Section 6.13. Solvency. The Borrowers, on a consolidated basis, have received consideration that is the reasonably equivalent value of the obligations and liabilities that the Borrowers have incurred to the Administrative Agent and the Lenders. The Borrowers, on a consolidated basis, are not insolvent as defined in any applicable state, federal or relevant foreign statute, nor will the Borrowers, on a consolidated basis, be rendered insolvent by the execution and delivery of the Loan Documents to the Administrative Agent and the Lenders. The Borrowers, on a consolidated basis are not engaged or about to engage in any business or transaction for which the assets retained by it are or will be an unreasonably small amount of capital, taking into consideration the obligations to the Administrative Agent and the Lenders incurred hereunder. The Borrowers, on a consolidated basis, do not intend, nor do they believe that it will, incur debts beyond its ability to pay such debts as they mature.

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Section 6.14. Financial Statements. The audited Consolidated financial statements of Rapid7, Inc. for the fiscal year ended December 31, 2019 furnished to the Administrative Agent and the Lenders are true and complete in all material respects, have been prepared in accordance with GAAP, and fairly present in all material respects the financial condition of the Companies as of the date of such financial statements and the results of their operations for the periods then ending. Since the dates of such statements, there has been no material adverse change in any Company’s financial condition, properties or business or any change in any Company’s accounting procedures, other than as required by GAAP.

Section 6.15. Regulations. No Company is engaged principally or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying any “margin stock” (within the meaning of Regulation U of the Board of Governors of the Federal Reserve System of the United States). Neither the granting of any Loan (or any conversion thereof) or Letter of Credit nor the use of the proceeds of any Loan or Letter of Credit will violate, or be inconsistent with, the provisions of Regulation T, U or X or any other Regulation of such Board of Governors.

Section 6.16. Material Agreements. Except as disclosed on Schedule 5.8 and Schedule 6.16 of the Confidential Disclosure Letter, as of the Closing Date, no Company is a party to any (a) debt instrument (excluding the Loan Documents); (b) lease (capital, operating or otherwise), whether as lessee or lessor thereunder; (c) contract, commitment, agreement, or other arrangement involving the purchase or sale of any inventory by it, or the license of any right to or by it other than such contracts and agreements entered into in the ordinary course of business; (d) contract, commitment, agreement, or other arrangement with any of its “Affiliates” (as such term is defined in the Exchange Act) other than a Company; (e) management or employment contract or contract for personal services with any of its Affiliates that is not otherwise terminable at will or on less than ninety (90) days’ notice without liability; (f) collective bargaining agreement; or (g) other contract, agreement, understanding, or arrangement with a third party; that, as to subparts (a) through (g) above, if violated, breached, or terminated for any reason, would have or would be reasonably expected to have a Material Adverse Effect.

Section 6.17. Intellectual Property. Each Credit Party owns, or has the right to use, all of the material patents, patent applications, industrial designs, designs, trademarks, service marks, copyrights and licenses, and rights with respect to the foregoing, necessary for the conduct of its business without any known material conflict with the rights of others. Schedule 6.17 of the Confidential Disclosure Letter sets forth all federally registered patents, trademarks, copyrights, service marks and license agreements owned by each Credit Party as of the Closing Date.

Section 6.18. Insurance. Each Credit Party maintains with financially sound and reputable insurers insurance with coverage (including, if applicable, insurance coverage required by the National Flood Insurance Reform Act of 1994) and limits as required by law and as is customary with Persons engaged in the same businesses as the Companies. Schedule 6.18 of the Confidential Disclosure Letter sets forth all insurance carried by the Companies on the Closing Date, setting forth in detail the amount and type of such insurance.

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Section 6.19. Deposit Accounts and Securities Accounts. Schedule 6.19 of the Confidential Disclosure Letter lists all banks, other financial institutions and Securities Intermediaries at which any Credit Party maintains Deposit Accounts or Securities Accounts as of the Closing Date, and Schedule 6.19 of the Confidential Disclosure Letter correctly identifies the name, address and telephone number of each such financial institution or Securities Intermediary, the name in which the account is held, a description of the purpose of the account, and the complete account number therefor.

Section 6.20. Accurate and Complete Statements. Neither the Loan Documents nor any written statement made by any Company in connection with any of the Loan Documents contains any untrue statement of a material fact or, taken as a whole, omits to state a material fact necessary to make the statements contained therein or in the Loan Documents not misleading. After due inquiry by the Borrowers, there is no known fact that any Company has not disclosed to the Administrative Agent and the Lenders that has or is likely to have a Material Adverse Effect.

Section 6.21. Investment Company; Other Restrictions. No Company is (a) an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended, or (b) subject to any foreign, federal, state or local statute or regulation limiting its ability to incur Indebtedness.

Section 6.22. Defaults. No Default or Event of Default exists, nor will any begin to exist immediately after the execution and delivery hereof.

Section 6.23. Beneficial Ownership. The information included in each Beneficial Ownership Certification most recently delivered to each Lender is true and correct in all respects.

ARTICLE VII. SECURITY

Section 7.1. Security Interest in Collateral. In consideration of and as security for the full and complete payment of all of the Secured Obligations, each Borrower hereby grants to the Administrative Agent, for the benefit of the Lenders (and Affiliates thereof that hold Secured Obligations), a security interest in the Collateral.

Section 7.2. Collections and Receipt of Proceeds by Borrowers.

(a) Upon written notice to the Administrative Borrower from the Administrative Agent after the occurrence and during the continuance of an Event of Default, a Cash Collateral Account shall be opened by the Borrowers at the main office of the Administrative Agent (or such other office as shall be designated by the Administrative Agent) and all such lawful collections of each Borrower’s Accounts and such Proceeds of each Borrower’s Accounts and Inventory shall be remitted daily by each Borrower to the Administrative Agent in the form in which they are received by such Borrower, either by mailing or by delivering such collections and Proceeds to the Administrative Agent, appropriately endorsed for deposit in the Cash Collateral Account. In the event that such notice is given to the Administrative Borrower from

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the Administrative Agent, no Borrower shall commingle such collections or Proceeds with any of such Borrower’s other funds or property or the funds or property of any other Borrower, but shall hold such collections and Proceeds separate and apart therefrom upon an express trust for the Administrative Agent, for the benefit of the Lenders. In such case, the Administrative Agent may, in its sole discretion, and shall, at the request of the Required Lenders, at any time and from time to time after the occurrence and during the continuance of an Event of Default, apply all or any portion of the account balance in the Cash Collateral Account as a credit against (i) the outstanding principal or interest of the Loans, or (ii) any other Secured Obligations in accordance with this Agreement. If any remittance shall be dishonored, or if, upon final payment, any claim with respect thereto shall be made against the Administrative Agent on its warranties of collection, the Administrative Agent may charge the amount of such item against the Cash Collateral Account or any other Deposit Account (other than a trust, tax withholding or payroll account) maintained by any Borrower with the Administrative Agent or with any other Lender, and, in any event, retain the same and such Borrower’s interest therein as additional security for the Secured Obligations. The Administrative Agent may, in its sole discretion, at any time and from time to time, release funds from the Cash Collateral Account to the Borrowers for use in the business of the Borrowers. The balance in the Cash Collateral Account may be withdrawn by the Borrowers upon termination of this Agreement and payment in full of all of the Secured Obligations.

(b) After the occurrence and during the continuance of an Event of Default, at the Administrative Agent’s written request, each Borrower shall cause all remittances representing collections and Proceeds of Collateral to be mailed to a lockbox at a location acceptable to the Administrative Agent, to which the Administrative Agent shall have access for the processing of such items in accordance with the provisions, terms and conditions of the customary lockbox agreement of the Administrative Agent.

(c) The Administrative Agent, or the Administrative Agent’s designated agent, is hereby constituted and appointed attorney-in-fact for each Borrower with authority and power to endorse, after the occurrence and during the continuance of an Event of Default, any and all instruments, documents, and chattel paper upon the failure of the Borrowers to do so. Such authority and power, being coupled with an interest, shall be (i) irrevocable until all of the Secured Obligations (other than inchoate indemnity obligations) are paid, (ii) exercisable by the Administrative Agent at any time and without any request upon such Borrower by the Administrative Agent to so endorse, and (iii) exercisable in the name of the Administrative Agent or such Borrower. To the extent permitted by applicable Law, each Borrower hereby waives presentment, demand, notice of dishonor, protest, notice of protest, and any and all other similar notices with respect thereto, regardless of the form of any endorsement thereof. Neither the Administrative Agent nor the Lenders shall be bound or obligated to take any action to preserve any rights therein against prior parties thereto.

Section 7.3. Collections and Receipt of Proceeds by Administrative Agent. Each Credit Party hereby constitutes and appoints the Administrative Agent, or the Administrative Agent’s designated agent, as such Credit Party’s attorney-in-fact to exercise, at any time, after the occurrence and during the continuance of an Event of Default, all or any of the following powers which, being coupled with an interest, shall be irrevocable until the complete and full payment of all of the Secured Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted):

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(a) to receive, retain, acquire, take, endorse, assign, deliver, accept, and deposit, in the name of the Administrative Agent or such Credit Party, any and all of such Credit Party’s cash, instruments, chattel paper, documents, Proceeds of Accounts, Proceeds of Inventory, collection of Accounts, and any other writings relating to any of the Collateral. To the extent permitted by applicable Law, each Credit Party hereby waives presentment, demand, notice of dishonor, protest, notice of protest, and any and all other similar notices with respect thereto, regardless of the form of any endorsement thereof. The Administrative Agent shall not be bound or obligated to take any action to preserve any rights therein against prior parties thereto;

(b) to transmit to Account Debtors, on any or all of such Credit Party’s Accounts, notice of assignment to the Administrative Agent, for the benefit of the Lenders, thereof and the security interest therein, and to request from such Account Debtors at any time, in the name of the Administrative Agent or such Credit Party, information concerning such Credit Party’s Accounts and the amounts owing thereon;

(c) to transmit to purchasers of any or all of such Credit Party’s Inventory, notice of the Administrative Agent’s security interest therein, and to request from such purchasers at any time, in the name of the Administrative Agent or such Credit Party, information concerning such Credit Party’s Inventory and the amounts owing thereon by such purchasers;

(d) to notify and require Account Debtors on such Credit Party’s Accounts and purchasers of such Credit Party’s Inventory to make payment of their indebtedness directly to the Administrative Agent;

(e) to enter into or assent to such amendment, compromise, extension, release or other modification of any kind of, or substitution for, the Accounts, or any thereof, as the Administrative Agent, in its sole discretion, may deem to be advisable;

(f) to enforce the Accounts or any thereof, or any other Collateral, by suit or otherwise, to maintain any such suit or other proceeding in the name of the Administrative Agent or one or more Credit Parties, and to withdraw any such suit or other proceeding. The Credit Parties agree to lend every assistance reasonably requested by the Administrative Agent in respect of the foregoing, all at no cost or expense to the Administrative Agent and including, without limitation, the furnishing of such witnesses and of such records and other writings as the Administrative Agent may reasonably require in connection with making legal proof of any Account. The Credit Parties agree to reimburse the Administrative Agent in full for all court costs and reasonable attorneys’ fees and every other cost, expense or liability, if any, incurred or paid by the Administrative Agent in connection with the foregoing, which obligation of such Credit Parties shall constitute Obligations, shall be secured by the Collateral and shall bear interest, until paid, at the Default Rate;

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(g) to take or bring, in the name of the Administrative Agent or such Credit Party, all steps, actions, suits, or proceedings deemed by the Administrative Agent necessary or desirable to effect the receipt, enforcement, and collection of the Collateral; and

(h) to accept all collections in any form relating to the Collateral, including remittances that may reflect deductions, and to deposit the same into the Cash Collateral Account or, at the option of the Administrative Agent, to apply them as a payment against the Loans or any other Secured Obligations in accordance with this Agreement.

Section 7.4. Administrative Agent’s Authority Under Pledged Notes. For the better protection of the Administrative Agent and the Lenders hereunder, each Credit Party, as appropriate, will execute, with respect to any existing or future Pledged Notes an appropriate endorsement on (or separate from) each Pledged Note and with respect to Pledged Notes in the original principal amount in excess of Five Hundred Thousand Dollars ($500,000), or upon request after the occurrence and during the continuance of an Event of Default, has deposited (or will deposit, with respect to future Pledged Notes) such Pledged Notes with the Administrative Agent, for the benefit of the Lenders. Such Credit Party irrevocably authorizes and empowers the Administrative Agent, for the benefit of the Lenders, to, after the occurrence and during the continuance of an Event of Default, (a) ask for, demand, collect and receive all payments of principal of and interest on the Pledged Notes; (b) compromise and settle any dispute arising in respect of the foregoing; (c) execute and deliver vouchers, receipts and acquittances in full discharge of the foregoing; (d) exercise, in the Administrative Agent’s discretion, any right, power or privilege granted to the holder of any Pledged Note by the provisions thereof including, without limitation, the right to demand security or to waive any default thereunder; (e) endorse such Credit Party’s name to each check or other writing received by the Administrative Agent as a payment or other proceeds of or otherwise in connection with any Pledged Note; (f) enforce delivery and payment of the principal and/or interest on the Pledged Notes, in each case by suit or otherwise as the Administrative Agent may desire; and (g) enforce the security, if any, for the Pledged Notes by instituting foreclosure proceedings, by conducting public or other sales or otherwise, and to take all other steps as the Administrative Agent, in its discretion, may deem advisable in connection with the forgoing; provided that nothing contained or implied herein or elsewhere shall obligate the Administrative Agent to institute any action, suit or proceeding or to make or do any other act or thing contemplated by this Section 7.4 or prohibit the Administrative Agent from settling, withdrawing or dismissing any action, suit or proceeding or require the Administrative Agent to preserve any other right of any kind in respect of the Pledged Notes and the security, if any, therefor.

Section 7.5. Commercial Tort Claims. If any Credit Party shall at any time hold or acquire a Commercial Tort Claim in excess of Five Million Dollars ($5,000,000), such Credit Party shall promptly notify the Administrative Agent thereof in a writing signed by such Credit Party, that sets forth the details thereof and grants to the Administrative Agent (for the benefit of the Lenders) a Lien thereon and on the Proceeds thereof, all upon the terms of this Agreement, with such writing to be prepared by and in form and substance reasonably satisfactory to the Administrative Agent.

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Section 7.6. Use of Inventory and Equipment. Until the exercise by the Administrative Agent and the Required Lenders of their rights under Article IX hereof, each Credit Party may (a) retain possession of and use its Inventory and Equipment in any lawful manner not inconsistent with this Agreement or with the terms, conditions, or provisions of any policy of insurance thereon; (b) sell or lease its Inventory or Equipment in the ordinary course of business or as otherwise permitted by this Agreement; and (c) use and consume any raw materials or supplies, the use and consumption of which are necessary in order to carry on such Credit Party’s business.

ARTICLE VIII. EVENTS OF DEFAULT

Any of the following specified events shall constitute an Event of Default (each an “Event of Default”):

Section 8.1. Payments. If (a) the interest on any Loan, any commitment or other fee, or any other Obligation not listed in subpart (b) hereof, shall not be paid in full within three Business Days of any applicable date when due and payable, or (b) the principal of any Loan, or any reimbursement obligation under any Letter of Credit that has been drawn, or any amount owing pursuant to Section 2.11(a) or (b) hereof shall not be paid in full when due and payable.

Section 8.2. Special Covenants. If any Company shall fail or omit to perform and observe Section 5.7, 5.8, 5.9, 5.11, 5.12, 5.13, 5.15, or 5.18 hereof.

Section 8.3. Other Covenants.

(a) If any Company shall fail or omit to perform and observe Section 5.3 and that Default shall not have been fully corrected within five (5) days thereafter; or

(b) If any Company shall fail or omit to perform and observe any agreement or other provision (other than those referred to in Section 8.1 or 8.2 hereof) contained or referred to in this Agreement or any other Loan Document that is on such Company’s part to be complied with, and that Default shall not have been fully corrected within thirty (30) days after the earlier of (a) any Financial Officer of such Company becomes aware of the occurrence thereof, or (b) the giving of written notice thereof to the Administrative Borrower by the Administrative Agent or the Required Lenders that the specified Default is to be remedied.

Section 8.4. Representations and Warranties. If any representation, warranty or statement made in or pursuant to this Agreement or any other Loan Document or any other material information furnished in writing by any Company to the Administrative Agent or the Lenders, or any thereof, shall be false or erroneous, in any material respect when made or deemed made.

Section 8.5. Cross Default. If any Company shall default in the payment of principal or interest due and owing under any Material Indebtedness Agreement beyond any period of grace provided with respect thereto or in the performance or observance of any other agreement, term or condition contained in any agreement under which such obligation is created beyond any period of grace provided with respect thereto, if the effect of such default is to allow the acceleration of the maturity of such Indebtedness or to permit the holder thereof to cause such Indebtedness to become due prior to its stated maturity.

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Section 8.6. ERISA Default. The occurrence of one or more ERISA Events or the imposition of a Lien on the assets of a Credit Party in accordance with Section 430(k) of the Code of any Company.

Section 8.7. Change in Control. If any Change in Control shall occur.

Section 8.8. Judgments. There is entered against any Company:

(a) a final judgment or order for the payment of money by a court of competent jurisdiction, that remains unpaid or unstayed and undischarged for a period (during which execution shall not be effectively stayed) of forty-five (45) days after the date on which the right to appeal has expired, provided that such occurrence shall constitute an Event of Default only if the aggregate of all such judgments for all such Companies, shall exceed Ten Million Dollars ($10,000,000) (less any amount that will be covered by the proceeds of insurance and is not subject to dispute by the insurance provider); or

(b) any one or more non-monetary final judgments that are not covered by insurance, or, if covered by insurance, for which the insurance company has not agreed to or acknowledged coverage, and that, in either case, the Required Lenders reasonably determine have, or could be expected to have, individually or in the aggregate, a Material Adverse Effect and, in either case, (i) enforcement proceedings are commenced by the prevailing party or any creditor upon such judgment or order, or (ii) there is a period of three consecutive Business Days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect.

Section 8.9. Security. If any Lien as to any material amount of Collateral (as reasonably determined by the Administrative Agent, in its reasonable discretion) granted in this Agreement or any other Loan Document in favor of the Administrative Agent, for the benefit of the Lenders, shall be determined to be (a) void, voidable or invalid, or is subordinated or not otherwise given the priority contemplated by this Agreement and the Borrowers (or the appropriate Credit Party) have failed to promptly execute appropriate documents to correct such matters, or (b) unperfected as to any material amount of Collateral (as reasonably determined by the Administrative Agent, in its reasonable discretion) and the Borrowers (or the appropriate Credit Party) have failed to promptly execute appropriate documents to correct such matters.

Section 8.10. Validity of Loan Documents. If (a) any material provision of any Loan Document shall at any time cease to be valid, binding and enforceable against any Credit Party; (b) the validity, binding effect or enforceability of any Loan Document against any Credit Party shall be contested by any Credit Party; (c) any Credit Party shall deny that it has any or further liability or obligation under any Loan Document; or (d) any Loan Document shall be terminated, invalidated or set aside, or be declared ineffective or inoperative or in any way cease to give or provide to the Administrative Agent and the Lenders any material benefits purported to be created thereby.

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Section 8.11. Solvency. If any Company (other than a Dormant Subsidiary) shall (a) except as permitted pursuant to Section 5.12 hereof, discontinue business; (b) generally not pay its debts as such debts become due; (c) make a general assignment for the benefit of creditors; (d) apply for or consent to the appointment of an interim receiver, a receiver, a receiver and manager, an administrator, a sequestrator, a monitor, a custodian, a trustee, an interim trustee, a liquidator, an agent or any other similar official of all or a substantial part of its assets or of such Company; (e) be adjudicated a debtor or insolvent or have entered against it an order for relief under the Bankruptcy Code, or under any other bankruptcy insolvency, liquidation, winding-up, corporate or similar statute or law, foreign, federal, state or provincial, in any applicable jurisdiction, now or hereafter existing, as any of the foregoing may be amended from time to time, or other applicable statute for jurisdictions outside of the United States, as the case may be; (f) file a voluntary petition under the Bankruptcy Code or seek relief under any bankruptcy or insolvency or analogous law in any jurisdiction outside of the United States, or file a proposal or notice of intention to file such petition; (g) have an involuntary proceeding under the Bankruptcy Code filed against it and the same shall not be controverted within ten days, or shall continue undismissed for a period of sixty (60) days from commencement of such proceeding or case; (h) file a petition, an answer, an application or a proposal seeking reorganization or an arrangement with creditors or seeking to take advantage of any other law (whether federal, provincial or state, or, if applicable, other jurisdiction) relating to relief of debtors, or admit (by answer, by default or otherwise) the material allegations of a petition filed against it in any bankruptcy, reorganization, insolvency or other proceeding (whether federal, provincial or state, or, if applicable, other jurisdiction) relating to relief of debtors; (i) suffer or permit to continue unstayed and in effect for sixty (60) consecutive days any judgment, decree or order entered by a court of competent jurisdiction, that approves a petition or an application or a proposal seeking its reorganization or appoints an interim receiver, a receiver and manager, an administrator, custodian, trustee, interim trustee or liquidator of all or a substantial part of its assets, or of such Company; (j) have an administrative receiver appointed over the whole or substantially the whole of its assets, or of such Company; (k) have assets, the fair market value of which is less than its liabilities (taking into account rights of contribution and indemnification); or (l) have a moratorium declared in respect of any of its Indebtedness, or any analogous procedure or step is taken in any jurisdiction.

ARTICLE IX. REMEDIES UPON DEFAULT

Notwithstanding any contrary provision or inference herein or elsewhere:

Section 9.1. Optional Defaults. If any Event of Default referred to in Section 8.1, 8.2, 8.3, 8.4, 8.5, 8.6, 8.7, 8.8, 8.9 or 8.10 hereof shall occur and be continuing, the Administrative Agent may, with the consent of the Required Lenders, and shall, at the written request of the Required Lenders, give written notice to the Borrowers to:

(a) terminate the Commitment, if not previously terminated, and, immediately upon such election, the obligations of the Lenders, and each thereof, to make any further Loan, and the obligation of the Issuing Lender to issue any Letter of Credit, immediately shall be terminated; and/or

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(b) accelerate the maturity of all of the Obligations (if the Obligations are not already due and payable), whereupon all of the Obligations shall become and thereafter be immediately due and payable in full without any presentment or demand and without any further or other notice of any kind, all of which are hereby waived by each Borrower.

Section 9.2. Automatic Defaults. If any Event of Default referred to in Section 8.11 hereof shall occur:

(a) all of the Commitment shall automatically and immediately terminate, if not previously terminated, and no Lender thereafter shall be under any obligation to grant any further Loan, nor shall the Issuing Lender be obligated to issue any Letter of Credit; and

(b) the principal of and interest then outstanding on all of the Loans, and all of the other Obligations, shall thereupon become and thereafter be immediately due and payable in full (if the Obligations are not already due and payable), all without any presentment, demand or notice of any kind, which are hereby waived by each Borrower.

Section 9.3. Letters of Credit. If the maturity of the Obligations shall be accelerated pursuant to Section 9.1 or 9.2 hereof, the Borrowers shall immediately deposit with the Administrative Agent, as security for the obligations of the Borrowers and any Guarantor of Payment to reimburse the Administrative Agent and the Revolving Lenders for any then outstanding Letters of Credit, cash equal to one hundred five percent (105%) of the sum of the aggregate undrawn balance of any then outstanding Letters of Credit. The Administrative Agent and the Lenders are hereby authorized, at their option, to deduct any and all such amounts from any deposit balances then owing by any Lender (or any Affiliate of such Lender, wherever located) to or for the credit or account of any Company, as security for the obligations of the Borrowers and any Guarantor of Payment to reimburse the Administrative Agent and the Lenders for any then outstanding Letters of Credit.

Section 9.4. Offsets. If there shall occur or exist, and be continuing, any Event of Default referred to in Section 8.11 hereof or if the maturity of the Obligations is accelerated pursuant to Section 9.1 or 9.2 hereof, each Lender and its Affiliates shall have the right at any time to set-off against, and to appropriate and apply toward the payment of, any and all of the Obligations then owing by the Borrowers or a Guarantor of Payment to such Lender or its Affiliate (including, without limitation, any participation purchased or to be purchased pursuant to Section 2.2(b), 2.2(c) or 9.5 hereof), whether or not the same shall then have matured, any and all deposit (general or special) balances and all other indebtedness then held or owing by such Lender or its Affiliate (including, without limitation, by branches and agencies or any Affiliate of such Lender, wherever located) to or for the credit or account of any Borrower or Guarantor of Payment, all without notice to or demand upon any Borrower or any other Person, all such notices and demands being hereby expressly waived by each Borrower. Each Lender agrees to

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notify the Administrative Borrower and the Administrative Agent promptly after any such set-off and application (provided that the failure to give such notice shall not affect the validity of such set-off and application). In the event that any Defaulting Lender shall exercise any such right of set-off, (a) all amounts so set-off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.6(c) and (d) hereof, and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lender and the Lenders, and (b) such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off. Each Lender and the Issuing Lender agrees to notify the Administrative Borrower and the Administrative Agent promptly after any such set-off and application; provided that the failure to give such notice shall not affect the validity of such set-off and application.

Section 9.5. Equalization Provisions. Each Lender agrees with the other Lenders that, if it at any time shall obtain any Advantage over the other Lenders, or any thereof, in respect of the Obligations (except as to Letters of Credit prior to the Administrative Agent’s giving of notice to participate and except under Article III hereof), it shall purchase from the other Lenders, for cash and at par, such additional participation in the Obligations as shall be necessary to nullify such Advantage. If any such Advantage resulting in the purchase of an additional participation as aforesaid shall be recovered in whole or in part from the Lender receiving such Advantage, each such purchase shall be rescinded, and the purchase price restored (but without interest unless the Lender receiving such Advantage is required to pay interest on such Advantage to the Person recovering such Advantage from such Lender) ratably to the extent of the recovery. Each Lender further agrees with the other Lenders that if it at any time shall receive any payment for or on behalf of any Borrower (or through any Guarantor of Payment) on any Indebtedness owing by any Borrower pursuant to this Agreement (whether by voluntary payment, by realization upon security, by reason of offset of any deposit or other indebtedness, by counterclaim or cross-action, by the enforcement of any right under any Loan Document, or otherwise), it will apply such payment first to any and all Obligations owing by such Borrower to that Lender (including, without limitation, any participation purchased or to be purchased pursuant to this Section 9.5 or any other section of this Agreement). Each Credit Party agrees that any Lender so purchasing a participation from the other Lenders or any thereof pursuant to this Section 9.5 may exercise all of its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation.

Section 9.6. Collateral. The Administrative Agent and the Lenders shall at all times have the rights and remedies of a secured party under the U.C.C., in addition to the rights and remedies of a secured party provided elsewhere within this Agreement, in any other Loan Document, or otherwise provided in law or equity. Upon the occurrence and during the continuance of an Event of Default and at all times thereafter, the Administrative Agent may require the Borrowers to assemble the collateral securing the Secured Obligations, which each Borrower agrees to do, and make it available to the Administrative Agent and the Lenders at a reasonably convenient place to be designated by the Administrative Agent. The Administrative Agent may, with or without notice to or demand upon such Borrower and with or without the aid of legal process, make use of such force as may be necessary to enter any premises where such

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collateral, or any thereof, may be found and to take possession thereof (including anything found in or on such collateral that is not specifically described in this Agreement, each of which findings shall be considered to be an accession to and a part of such collateral) and for that purpose may pursue such collateral wherever the same may be found, without liability for trespass or damage caused thereby to such Borrower. After any delivery or taking of possession of the collateral securing the Secured Obligations, or any portion thereof, pursuant to this Agreement, then, with or without resort to any Borrower personally or any other Person or property, all of which each Borrower hereby waives, and upon such terms and in such manner as the Administrative Agent may deem advisable, the Administrative Agent, in its discretion, may sell, assign, transfer and deliver any of such collateral at any time, or from time to time. No prior notice need be given to any Borrower or to any other Person in the case of any sale of such collateral that the Administrative Agent determines to be perishable or to be declining speedily in value or that is customarily sold in any recognized market, but in any other case the Administrative Agent shall give the Borrowers not fewer than ten days prior notice of either the time and place of any public sale of such collateral or of the time after which any private sale or other intended disposition thereof is to be made. Each Borrower waives advertisement of any such sale and (except to the extent specifically required by the preceding sentence) waives notice of any kind in respect of any such sale. At any such public sale, the Administrative Agent or the Lenders may purchase such collateral, or any part thereof, free from any right of redemption, all of which rights each Borrower hereby waives and releases. After deducting all Related Expenses, and after paying all claims, if any, secured by Liens having precedence over this Agreement, the Administrative Agent may apply the net proceeds of each such sale to or toward the payment of the Secured Obligations, whether or not then due, in such order and by such division as the Administrative Agent, in its sole discretion, may deem advisable. Any excess, to the extent permitted by law, shall be paid to the Borrowers, and each Borrower shall remain liable for any deficiency. In addition, the Administrative Agent shall at all times have the right to obtain new appraisals of any Borrower or any collateral securing the Secured Obligations, the cost of which shall be paid by the Borrowers.

Section 9.7. Other Remedies. The remedies in this Article IX are in addition to, and not in limitation of, any other right, power, privilege, or remedy, either in law, in equity, or otherwise, to which the Lenders may be entitled. The Administrative Agent shall exercise the rights under this Article IX and all other collection efforts on behalf of the Lenders and no Lender shall act independently with respect thereto, except as otherwise specifically set forth in this Agreement. In addition, the Administrative Agent shall be entitled to exercise remedies, pursuant to the Loan Documents, against collateral securing the Secured Obligations, on behalf of any Affiliate of a Lender that holds Secured Obligations, and no Affiliate of a Lender shall act independently with respect thereto, except as otherwise specifically set forth in this Agreement.

Section 9.8. Application of Proceeds.

(a) Payments Prior to Exercise of Remedies. Prior to the exercise by the Administrative Agent, on behalf of the Lenders, of remedies under this Agreement or the other Loan Documents, all monies received by the Administrative Agent in connection with the Revolving Credit Commitment shall be applied, unless otherwise required by the terms of the other Loan Documents or by applicable Law; to the Loans and Letters of Credit, as appropriate; provided that the Administrative Agent shall have the right at all times to apply any payment received from the Borrowers first to the payment of all obligations (to the extent not paid by the Borrowers) incurred by the Administrative Agent pursuant to Section 11.5 hereof and to the payment of Related Expenses.

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(i) with respect to payments received in connection with the Revolving Credit Commitment, to the Revolving Lenders;

(b) Payments Subsequent to Exercise of Remedies. After the exercise by the Administrative Agent or the Required Lenders of remedies under this Agreement or the other Loan Documents, all monies received by the Administrative Agent shall be applied, unless otherwise required by the terms of the other Loan Documents or by applicable Law, as follows:

(i) first, to the payment of all costs, expenses and other amounts (to the extent not paid by the Borrowers) incurred by the Administrative Agent pursuant to Sections 11.5 and 11.6 hereof and to the payment of Related Expenses to the Administrative Agent;

(ii) second, to the payment pro rata of (A) interest then accrued and payable on the outstanding Loans, (B) any fees then accrued and payable to the Administrative Agent, (C) any fees then accrued and payable to the Issuing Lender or the holders of the Letter of Credit Commitment in respect of the Letter of Credit Exposure, (D) any commitment fees, amendment fees and similar fees shared pro rata among the Lenders entitled thereto under this Agreement that are then accrued and payable, and (E) to the extent not paid by the Borrowers, to the obligations incurred by the Lenders (other than the Administrative Agent) pursuant to Sections 11.5 and 11.6 hereof;

(iii) third, for payment of (A) principal outstanding on the Loans and the Letter of Credit Exposure, on a pro rata basis to the Lenders, based upon each such Lender’s Commitment Percentage, provided that the amounts payable in respect of the Letter of Credit Exposure shall be held and applied by the Administrative Agent as security for the reimbursement obligations in respect thereof, and, if any Letter of Credit shall expire without being drawn, then the amount with respect to such Letter of Credit shall be distributed to the Lenders, on a pro rata basis in accordance with this subpart (iii), (B) the Indebtedness under any Hedge Agreement with a Lender (or an entity that is an Affiliate of a then existing Lender), such amount to be based upon the net termination obligation of the Borrowers under such Hedge Agreement, and (C) the Bank Product Obligations owing to a Lender (or an entity that is an Affiliate of a then existing Lender) under Bank Product Agreements; with such payment to be pro rata among (A), (B) and (C) of this subpart (iii);

(iv) fourth, to any remaining Secured Obligations; and

(v) finally, any remaining surplus after all of the Secured Obligations have been paid in full, to the Administrative Borrower or to whomsoever shall be lawfully entitled thereto.

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Each Lender hereby agrees to promptly provide all information reasonably requested by the Administrative Agent regarding any Bank Product Obligations owing to such Lender (or Affiliate of such Lender) or any Hedge Agreement entered into by a Company with such Lender (or Affiliate of such Lender), and each such Lender, on behalf of itself and any of its Affiliates, hereby agrees to promptly provide notice to the Administrative Agent upon such Lender (or any of its Affiliates) entering into any such Hedge Agreement or cash management services agreement.

ARTICLE X. THE ADMINISTRATIVE AGENT

Section 10.1. Appointment and Authorization.

(a) General. Each of the Lenders and the Issuing Lender hereby irrevocably appoints KeyBank National Association to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Except as otherwise provided in Section 10.6(b) hereof, the provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the Issuing Lender, and the Borrowers shall not have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.

(b) Bank Products and Hedging Products. Each Lender that is providing Bank Products or products in connection with a Hedge Agreement (or whose Affiliate is providing such products) hereby irrevocably authorizes the Administrative Agent to take such action as agent on its behalf (and its Affiliate’s behalf) with respect to the collateral securing the Secured Obligations and the realization of payments with respect thereto pursuant to Section 9.8(b)(iii) hereof. The Borrowers and each Lender agree that the indemnification and reimbursement provisions of this Agreement shall be equally applicable to the actions of the Administrative Agent pursuant to this subsection (b). Each Lender hereby represents and warrants to the Administrative Agent that it has the authority to authorize the Administrative Agent as set forth above.

Section 10.2. Rights as a Lender. The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for, and generally engage in any kind of business with, the Borrowers or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.

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Section 10.3. Exculpatory Provisions.

(a) The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent:

(i) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

(ii) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents); provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable Law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and

(iii) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrowers or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.

(b) The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 11.3 and Article IX hereof), or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Administrative Agent in writing by a Borrower, a Lender or an Issuing Lender.

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(c) The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii)

the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV hereof or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

Section 10.4. Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension, increase, reinstatement or renewal of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the Issuing Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender or the Issuing Lender unless the Administrative Agent shall have received notice to the contrary from such Lender or Issuing Lender prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrowers), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

Section 10.5. Delegation of Duties. The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities herein as well as activities as Administrative Agent. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.

Section 10.6. Resignation of Administrative Agent.

(a) The Administrative Agent may at any time give notice of its resignation to the Lenders, the Issuing Lender and the Borrowers. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrowers, to appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the

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“Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to), on behalf of the Lenders and the Issuing Lender, appoint a successor Administrative Agent; provided that in no event shall any such successor Administrative Agent be a Defaulting Lender. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.

(b) If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable Law, by notice in writing to the Administrative Borrower and such Person remove such Person as Administrative Agent and, in consultation with the Administrative Borrower, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date.

(c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (ii) except for any indemnity payments owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the Issuing Lender directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Administrative Agent (other than any rights to indemnity payments owed to the retiring or removed Administrative Agent), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents. The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the retiring or removed Administrative Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article and Section 11.5 hereof shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Administrative Agent was acting as Administrative Agent.

Section 10.7. Non-Reliance on Administrative Agent and Other Lenders. Each Lender and the Issuing Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and the Issuing Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

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Section 10.8. Other Agents. The Administrative Agent shall have the continuing right, in consultation with the Borrowers, from time to time to designate one or more Lenders (or its or their Affiliates) as “syndication agent”, “co-syndication agent”, “documentation agent”, “co-documentation agent”, “book runner”, “lead arranger”, “joint lead arranger”, “arrangers” or other designations for purposes hereof. Any such designation referenced in the previous sentence or listed on the cover of this Agreement shall have no substantive effect, and any such Lender and its Affiliates so referenced or listed shall have no additional powers, duties, responsibilities or liabilities as a result thereof, except in its capacity, as applicable, as the Administrative Agent, a Lender or the Issuing Lender hereunder.

Section 10.9. Administrative Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law the Administrative Agent (irrespective of whether the principal of any Loan or Letter of Credit obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrowers) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, Letter of Credit obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Issuing Lender and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Issuing Lender and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the Issuing Lender and the Administrative Agent under the Loan Documents) allowed in such judicial proceeding; and

(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and the Issuing Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders and the Issuing Lender, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 11.5 and 11.6 hereof.

Section 10.10. Indemnification of Administrative Agent. The Lenders agree to indemnify the Administrative Agent (to the extent not reimbursed by the Borrowers) ratably, according to their respective Commitment Percentages, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including reasonable attorneys’ fees and expenses) or disbursements of any kind or nature whatsoever that may be imposed on, incurred by or asserted against the Administrative Agent in its capacity as agent in any way relating to or arising out of this Agreement or any other Loan Document, or any action taken or omitted by the Administrative Agent with respect to this Agreement or any

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other Loan Document, provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including reasonable attorneys’ fees and expenses) or disbursements resulting from the Administrative Agent’s gross negligence or willful misconduct, as determined by a final and non-appealable judgment of a court of competent jurisdiction, or from any action taken or omitted by the Administrative Agent in any capacity other than as agent under this Agreement or any other Loan Document. No action taken in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 10.10. The undertaking in this Section 10.10 shall survive repayment of the Loans, cancellation of the Notes, if any, expiration or termination of the Letters of Credit, termination of the Commitment, any foreclosure under, or modification, release or discharge of, any or all of the Loan Documents, termination of this Agreement and the resignation or replacement of the agent.

Section 10.11. Issuing Lender. The Issuing Lender shall act on behalf of the Revolving Lenders with respect to any Letters of Credit issued by the Issuing Lender and the documents associated therewith. The Issuing Lender shall have all of the benefits and immunities (a) provided to the Administrative Agent in this Article X with respect to any acts taken or omissions suffered by the Issuing Lender in connection with the Letters of Credit and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Administrative Agent”, as used in this Article X, included the Issuing Lender with respect to such acts or omissions, and (b) as additionally provided in this Agreement with respect to the Issuing Lender.

Section 10.12. No Reliance on Administrative Agent’s Customer Identification Program. Each Lender acknowledges and agrees that neither such Lender, nor any of its Affiliates, participants or assignees, may rely on the Administrative Agent to carry out such Lender’s or its Affiliate’s, participant’s or assignee’s customer identification program, or other obligations required or imposed under or pursuant to the Patriot Act or the regulations thereunder, including the regulations contained in 31 CFR 103.121 (as hereafter amended or replaced, the “CIP Regulations”), or any other anti-terrorism law, including any programs involving any of the following items relating to or in connection with the Borrowers, their respective Affiliates or agents, the Loan Documents or the transactions hereunder: (a) any identity verification procedures, (b) any record keeping, (c) any comparisons with government lists, (d) any customer notices or (e) any other procedures required under the CIP Regulations or such other laws.

Section 10.13. Platform.

(a) Each Credit Party agrees that the Administrative Agent may, but shall not be obligated to, make the Communications (as defined below) available to the Issuing Lender and the other Lenders by posting the Communications on the Platform.

(b) The Platform is provided “as is” and “as available.” The Agent Parties (as defined below) do not warrant the adequacy of the Platform and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind, express, implied or statutory, including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is

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made by any Agent Party in connection with the Communications or the Platform. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the Borrowers or the other Credit Parties, any Lender or any other Person or entity for damages of any kind, including, without limitation, direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of any Borrower’s, any Credit Party’s or the Administrative Agent’s transmission of communications through the Platform. “Communications” means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of any Credit Party pursuant to any Loan Document or the transactions contemplated therein that is distributed to the Administrative Agent, any Lender or the Issuing Lender by means of electronic communications pursuant to this Section, including through the Platform.

ARTICLE XI. MISCELLANEOUS

Section 11.1. Lenders’ Independent Investigation. Each Lender, by its signature to this Agreement, acknowledges and agrees that the Administrative Agent has made no representation or warranty, express or implied, with respect to the creditworthiness, financial condition, or any other condition of any Company or with respect to the statements contained in any information memorandum furnished in connection herewith or in any other oral or written communication between the Administrative Agent and such Lender. Each Lender represents that it has made and shall continue to make its own independent investigation of the creditworthiness, financial condition and affairs of the Companies in connection with the extension of credit hereunder, and agrees that the Administrative Agent has no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto (other than such notices as may be expressly required to be given by the Administrative Agent to the Lenders hereunder), whether coming into its possession before the first Credit Event hereunder or at any time or times thereafter. Each Lender further represents that it has reviewed each of the Loan Documents.

Section 11.2. No Waiver; Cumulative Remedies. No omission or course of dealing on the part of the Administrative Agent, any Lender or the holder of any Note (or, if there is no Note, the holder of the interest as reflected on the books and records of the Administrative Agent) in exercising any right, power or remedy hereunder or under any of the other Loan Documents shall operate as a waiver thereof; nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy hereunder or under any of the Loan Documents. The remedies herein provided are cumulative and in addition to any other rights, powers or privileges held under any of the Loan Documents or by operation of law, by contract or otherwise.

Section 11.3. Amendments, Waivers and Consents.

(a) General Rule. Except as set forth in Section 3.8 hereof, no amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom (other than pursuant to Section 2.9(b) and (c) hereof), shall be effective unless the same shall be in writing and signed by the Required Lenders and, other than with respect to waivers and consents, the Borrowers, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

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(b) Exceptions to the General Rule. Notwithstanding the provisions of subsection (a) above, but subject to the provisions of Section 2.9(b) and (c) hereof:

(i) Consent of Lenders Affected Required. No amendment, modification, waiver or consent shall (A) extend or increase the Commitment of any Lender without the written consent of such Lender, (B) extend the date scheduled for payment of any principal of or interest on the Loans or Letter of Credit reimbursement obligations or commitment fees payable hereunder without the written consent of each Lender directly affected thereby, (C) reduce the principal amount of any Loan, the stated rate of interest thereon (provided that the institution of the Default Rate or post default interest and a subsequent removal of the Default Rate or post default interest shall not constitute a decrease in interest rate pursuant to this Section 11.3(b)) or the stated rate of commitment fees payable hereunder, without the consent of each Lender directly affected thereby, (D) change the manner of the application of any payments made by the Borrowers to the Lenders hereunder, without the consent of each Lender directly affected thereby, (E) without the unanimous consent of the Lenders, change any percentage voting requirement, voting rights, or the Required Lenders definition in this Agreement, (F) without the unanimous consent of the Lenders, release any Borrower or any Guarantor of Payment or release or subordinate any material amount of collateral securing the Secured Obligations, except in connection with a transaction specifically permitted hereunder, (G) without the unanimous consent of the Lenders, amend this Section 11.3 or Section 9.5 or 9.8 hereof, or (H) without the unanimous consent of the Lenders, permit a Borrower to assign its rights hereunder or any interest herein.

(ii) Provisions Relating to Special Rights and Duties. No provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent. The Administrative Agent Fee Letter may be amended or modified by the Administrative Agent and the Administrative Borrower without the consent of any other Lender. No provision of this Agreement relating to the rights or duties of the Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of the Issuing Lender.

(iii) Technical and Conforming Modifications. Notwithstanding the foregoing, technical and conforming modifications to the Loan Documents may be made with the consent of the Administrative Borrower and the Administrative Agent (A) if such modifications are not adverse to the Lenders and are requested by Governmental Authorities, (B) to cure any ambiguity, defect or inconsistency, or (C) to the extent necessary to integrate any increase in the Commitment or new Loans pursuant to Section 2.9(b) hereof.

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(c) Replacement of Non-Consenting Lender. If, in connection with any proposed amendment, waiver or consent hereunder, the consent of all Lenders is required, but only the consent of Required Lenders is obtained, (any Lender withholding consent as described in this subsection (c) being referred to as a “Non-Consenting Lender”), then, so long as the Administrative Agent is not the Non-Consenting Lender, the Administrative Agent may (and shall, if requested by the Administrative Borrower), at the sole expense of the Borrowers, upon notice to such Non-Consenting Lender and the Administrative Borrower, require such Non-Consenting Lender to assign and delegate, without recourse (in accordance with the restrictions contained in Section 11.10 hereof) all of its interests, rights and obligations under this Agreement to a financial institution acceptable to the Administrative Agent and the Administrative Borrower that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that such Non-Consenting Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from such financial institution (to the extent of such outstanding principal and accrued interest and fees) or the Administrative Borrower (in the case of all other amounts, including any breakage compensation under Article III hereof).

(d) Generally. Notice of amendments, waivers or consents ratified by the Lenders hereunder shall be forwarded by the Administrative Agent to all of the Lenders. Each Lender or other holder of a Note, or if there is no Note, the holder of the interest as reflected on the books and records of the Administrative Agent (or interest in any Loan or Letter of Credit) shall be bound by any amendment, waiver or consent obtained as authorized by this Section 11.3, regardless of its failure to agree thereto.

Section 11.4. Notices. All notices, requests, demands and other communications provided for hereunder shall be in writing and, if to a Borrower, mailed or delivered to it, addressed to it at the address specified on the signature pages of this Agreement, if to the Administrative Agent or a Lender, mailed or delivered to it, addressed to the address of the Administrative Agent or such Lender specified on the signature pages of this Agreement, or, as to each party, at such other address as shall be designated by such party in a written notice to each of the other parties. All notices, statements, requests, demands and other communications provided for hereunder shall be deemed to be given or made when delivered (if received during normal business hours on a Business Day, such Business Day or otherwise the following Business Day), or two Business Days after being deposited in the mails with postage prepaid by registered or certified mail, addressed as aforesaid, or sent by facsimile or electronic communication, in each case of facsimile or electronic communication with telephonic confirmation of receipt. All notices pursuant to any of the provisions hereof shall not be effective until received. For purposes of Article II hereof, the Administrative Agent shall be entitled to rely on telephonic instructions from any person that the Administrative Agent in good faith believes is an Authorized Officer, and the Borrowers shall hold the Administrative Agent and each Lender harmless from any loss, cost or expense resulting from any such reliance.

Section 11.5. Costs and Expenses. The Borrowers agree to pay on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent and all Related Expenses, including but not limited to (a) reasonable syndication, administration, travel and out-of-pocket expenses, including but not limited to properly documented attorneys’ fees and expenses, of the Administrative Agent in connection with the preparation, negotiation and closing of the Loan Documents and the administration of the Loan Documents, and the

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collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder, and (b) the reasonable and actual fees and expenses of special counsel for the Administrative Agent, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto. The Borrowers also agree to pay on demand all out-of-pocket costs and expenses (including Related Expenses) of the Administrative Agent and the Lenders, including reasonable and actual attorneys’ fees and expenses, in connection with the restructuring, amendment or enforcement of the Obligations or any Loan Document. All obligations provided for in this Section 11.5 shall survive any termination of this Agreement.

Section 11.6. Indemnification. The Borrowers agree to defend, indemnify and hold harmless the Administrative Agent, the Issuing Lender and the Lenders (and their respective Affiliates, officers, directors, attorneys, agents and employees) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including reasonable attorneys’ fees) or disbursements of any kind or nature whatsoever that may be imposed on, incurred by or asserted against the Administrative Agent or any Lender in connection with any investigative, administrative or judicial proceeding (whether or not such Lender or the Administrative Agent shall be designated a party thereto) or any other claim by any Person (or any other Credit Party) relating to or arising out of any Loan Document or any actual or proposed use of proceeds of the Loans or any of the Obligations, or any activities of any Company or its Affiliates; provided that no Lender nor the Administrative Agent shall have the right to be indemnified under this Section 11.6 for its own (or its respective Affiliates’, officers’, directors’, attorneys’, agents’ or employees’) bad faith, gross negligence or willful misconduct, as determined by a final and non-appealable judgment of a court of competent jurisdiction. All obligations provided for in this Section 11.6 shall survive any termination of this Agreement. Notwithstanding the foregoing, the obligations provided for in this Section 11.6 shall not apply with respect to any Taxes other than Taxes that represent losses, claims, damages, etc., arising from any non-Tax claim.

Section 11.7. Obligations Several; No Fiduciary Obligations. The obligations of the Lenders hereunder are several and not joint. Nothing contained in this Agreement and no action taken by the Administrative Agent or the Lenders pursuant hereto shall be deemed to constitute the Administrative Agent or the Lenders a partnership, association, joint venture or other entity. No default by any Lender hereunder shall excuse the other Lenders from any obligation under this Agreement; but no Lender shall have or acquire any additional obligation of any kind by reason of such default. The relationship between the Borrowers and the Lenders with respect to the Loan Documents is and shall be solely that of debtors and creditors, respectively, and neither the Administrative Agent nor any Lender shall have any fiduciary obligation toward any Credit Party with respect to any such documents or the transactions contemplated thereby.

Section 11.8. Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, and by facsimile or other electronic signature, each of which counterparts when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement.

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Section 11.9. Successors and Assigns.

(a) Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither any Borrower nor any other Credit Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender, and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of subsection (b) of this Section 11.9, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section 11.9, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (e) of this Section 11.9 (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section 11.9 and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) Assignments by Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including, without limitation (i) such Lender’s Commitment, (ii) all Loans made by such Lender, (iii) such Lender’s Notes (if any), and (iv) such Lender’s interest in any Letter of Credit); provided that any such assignment shall be subject to the following conditions:

(i) Minimum Amounts.

(A) no minimum amount is required to be assigned in the case of (x) an assignment of the entire remaining amount of the assigning Lender’s Commitment (to the extent the Commitment is still in effect) and the Loans at the time owing to such Lender, (y) contemporaneous assignments to related Approved Funds (determined after giving effect to such assignments) that equal at least the amount specified in subpart (b)(i)(B) of this Section 11.9 in the aggregate, or (z) in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund; and

(B) in any case not described in subpart (b)(i)(A) of this Section 11.9, the aggregate amount of each such assignment (determined as of the date the Assignment Agreement with respect to such assignment is delivered to the Administrative Agent (or, if “Trade Date” is specified in the Assignment Agreement, as of the Trade Date)) shall not be less than Five Million Dollars ($5,000,000), unless each of the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Administrative Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed).

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(ii) Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the portion of such Lender’s Commitment assigned, except that this subpart (ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations with respect to separate facilities on a non-pro rata basis.

(iii) Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section 11.9 and, in addition:

(A) the consent of the Administrative Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) a Default or Event of Default has occurred and is continuing at the time of such assignment, or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that (y) the Borrowers shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within three Business Days after having received notice thereof, and (z) the Administrative Borrower’s consent shall not be required during the primary syndication of the Commitment;

(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; and

(C) the consent of the Issuing Lender shall be required for any assignment in respect of the Revolving Credit Commitment.

(iv) Assignment Agreement. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment Agreement, together with a processing and recordation fee of Three Thousand Five Hundred Dollars ($3,500); provided that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an administrative questionnaire in a form supplied by the Administrative Agent.

(v) No Assignment to Certain Persons. No such assignment shall be made to (A) a Borrower or any of any Borrower’s Affiliates or Subsidiaries, or (B) to any Defaulting Lender or any Person that, upon becoming a Lender, would constitute a Defaulting Lender.

(vi) No Assignment to Natural Persons. No such assignment shall be made to a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person).

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(vii) Certain Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Administrative Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (A) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, the Issuing Lender and each other Lender hereunder (and interest accrued thereon), and (B) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit in accordance with its Commitment Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this subpart (vii), then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

(viii) Treatment as Lenders. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section 11.9, from and after the effective date specified in each Assignment Agreement, the assignee thereunder shall be a party to this Agreement, and, to the extent of the interest assigned by such Assignment Agreement, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment Agreement, be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Article III and Sections 11.5 and 11.6 hereof with respect to facts and circumstances occurring prior to the effective date of such assignment; provided that, except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subpart shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section 11.9.

(c) Register. The Administrative Agent, acting solely for this purpose as an agent of the Borrowers, shall maintain at one of its offices a copy of each Assignment Agreement delivered to it and a register (the “Register”) for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amounts (and stated interest) of the Loans owing to, each Lender from time to time. The entries in the Register shall be conclusive absent manifest error, and the Administrative Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Administrative Borrower and any Lender at any reasonable time and from time to time upon reasonable prior notice.

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(d) Participations. Any Lender may at any time, without the consent of, or notice to, the Borrowers or the Administrative Agent, sell participations to any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or any Borrower or any of any Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of the Commitment and the Loans and participations owing to it and the Notes, if any, held by it); provided that (i) such Lender’s obligations under this Agreement and the other Loan Documents shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and (iii) the Borrowers, the Administrative Agent, the Issuing Lender and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and each of the other Loan Documents. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.10 with respect to any payments made by such Lender to any of its Participants.

Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver with respect to the following (to the extent that it affects such Participant): (i) any increase in the portion of the participation amount of any Participant over the amount thereof then in effect, or any extension of the Commitment Period; or (ii) any reduction of the principal amount of or extension of the time for any payment of principal on any Loan, or the reduction of the rate of interest or extension of the time for payment of interest on any Loan, or the reduction of the commitment fee. The Borrowers agree that each Participant shall be entitled to the benefits of Article III hereof (subject to the requirements and limitations therein, including the requirements under Section 3.2(e) hereof (it being understood that the documentation required under Section 3.2(e) hereof shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section 11.9; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.4 and 3.6 hereof as if it were an assignee under subsection (b) of this Section 11.9; and (B) shall not be entitled to receive any greater payment under Article III hereof, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Administrative Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrowers to effectuate the provisions of Section 3.6 hereof with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.4 hereof as though it were a Lender; provided that such Participant agrees to be subject to Section 9.5 hereof as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain a register on which it enters the name and

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address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(e) Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

Section 11.10. Defaulting Lenders.

(a) Defaulting Lender Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:

(i) Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of Required Lenders. Any amendment, waiver or consent requiring the consent of all the Lenders or each affected Lender that by its terms effects any Defaulting Lender more adversely than the other affected Lenders shall require the consent of such Defaulting Lender.

(ii) Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article IX hereof or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.5 hereof shall be applied at such time or times as may be determined by the Administrative Agent as follows: (A) first, to the payment of amounts owing by such Defaulting Lender to the Administrative Agent hereunder; (B) second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender hereunder; (C) third, to Cash Collateralize the Issuing Lender’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.11 hereof; (D) fourth, as the Administrative Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the

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Administrative Agent; (E) fifth, if so determined by the Administrative Agent and the Administrative Borrower, to be held in a deposit account and released pro rata in order to (1) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement, and (2) Cash Collateralize the Issuing Lender’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.11 hereof; (F) sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; (G) seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and (H) eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that, if (y) such payment is a payment of the principal amount of any Loans or any Letters of Credit in respect of which such Defaulting Lender has not fully funded its appropriate share, and (z) such Loans were made or reimbursement of any payment on any Letters of Credit were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.1 hereof were satisfied or waived, such payment shall be applied solely to pay the Loans of, and the Letter of Credit Exposure owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit Exposure owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in the Letter of Credit Exposure are held by the Lenders pro rata in accordance with the Commitment under the applicable facility without giving effect to Section 11.10(a)(iv) hereof. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 11.10(a)(ii) hereof shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

(iii) Certain Fees.

(A) No Defaulting Lender shall be entitled to receive any commitment fee pursuant to Section 2.7(a) hereof for any period during which that Lender is a Defaulting Lender (and the Borrowers shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender).

(B) Each Defaulting Lender shall be entitled to receive letter of credit fees, as set forth in Section 2.2(b) hereof for any period during which that Lender is a Defaulting Lender only to the extent allocable to its Commitment Percentage of the stated amount of Letters of Credit for which it has provided Cash Collateral pursuant to Section 2.12 hereof.

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(C) With respect to any fee not required to be paid to any Defaulting Lender pursuant to subpart (A) or (B) above, the Administrative Borrower shall (1) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in the Letter of Credit Exposure that has been reallocated to such Non-Defaulting Lender pursuant to subpart (iv) below, (2) pay to the Issuing Lender, as applicable, the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to the Issuing Lender’s Fronting Exposure to such Defaulting Lender, and (3) not be required to pay the remaining amount of any such fee.

(iv) Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in the Letter of Credit Exposure shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Commitment Percentages with respect thereto (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that such reallocation does not cause the aggregate Revolving Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Commitment Percentage with respect to the Revolving Credit Commitment. No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

(b) Defaulting Lender Cure. If the Administrative Borrower, the Administrative Agent and the Issuing Lender agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), such Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be reasonably necessary to cause the Loans and funded and unfunded participations in Letters of Credit to be held pro rata by the Lenders in accordance with the Commitments under the applicable facility (without giving effect to Section 11.10(a)(iv) hereof), whereupon such Lender will cease to be a Defaulting Lender; provided that (i) no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while that Lender was a Defaulting Lender, and (ii) except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

(c) New Letters of Credit. So long as any Lender is a Defaulting Lender, the Issuing Lender shall not be required to issue, extend, renew or increase any Letter of Credit unless it is satisfied that it will have no Fronting Exposure after giving effect thereto.

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(d) Replacement of Defaulting Lenders. Each Lender agrees that, during the time in which any Lender is a Defaulting Lender, the Administrative Agent shall have the right (and the Administrative Agent shall, if requested by the Administrative Borrower), at the sole expense of the Borrowers, upon notice to such Defaulting Lender and the Administrative Borrower, to require that such Defaulting Lender assign and delegate, without recourse (in accordance with the restrictions contained in Section 11.9 hereof), all of its interests, rights and obligations under this Agreement to an Eligible Assignee, approved by the Administrative Borrower (unless an Event of Default shall exist) and the Administrative Agent, that shall assume such obligations.

Section 11.11. Patriot Act Notice. Each Lender, and the Administrative Agent (for itself and not on behalf of any other party), hereby notifies the Credit Parties that, pursuant to the requirements of the Patriot Act, such Lender and the Administrative Agent are required to obtain, verify and record information that identifies the Credit Parties, which information includes the name and address of each of the Credit Parties and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Credit Parties in accordance with the Patriot Act. The Administrative Borrower shall provide, to the extent commercially reasonable, such information and take such actions as are reasonably requested by the Administrative Agent or a Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with the Patriot Act.

Section 11.12. Severability of Provisions; Captions; Attachments. Any provision of this Agreement that shall be prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction. The several captions to sections and subsections herein are inserted for convenience only and shall be ignored in interpreting the provisions of this Agreement. Each schedule or exhibit attached to this Agreement shall be incorporated herein and shall be deemed to be a part hereof.

Section 11.13. Investment Purpose. Each of the Lenders represents and warrants to the Borrowers that such Lender is entering into this Agreement with the present intention of acquiring any Note issued pursuant hereto (or, if there is no Note, the interest as reflected on the books and records of the Administrative Agent) for investment purposes only and not for the purpose of distribution or resale, it being understood, however, that each Lender shall at all times retain full control over the disposition of its assets.

Section 11.14. Entire Agreement. This Agreement, any Note and any other Loan Document or other agreement, document or instrument attached hereto or executed on or as of the Closing Date integrate all of the terms and conditions mentioned herein or incidental hereto and supersede all oral representations and negotiations and prior writings with respect to the subject matter hereof (except with respect to any provisions of the Administrative Agent Fee Letter or any commitment letter and fee letter between the Borrowers and KeyBank that by their terms survive the termination of such agreements, in each case, which shall remain in full force and effect after the Closing Date).

Section 11.15. Confidentiality. The Administrative Agent and each Lender shall hold all Confidential Information in accordance with the customary procedures of the Administrative Agent or such Lender for handling confidential information of this nature, and in accordance with safe and sound banking practices. Notwithstanding the foregoing, the Administrative Agent

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or any Lender may in any event make disclosures of, and furnish copies of Confidential Information (a) to another agent under this Agreement or another Lender; (b) when reasonably required by any bona fide transferee or participant in connection with the contemplated transfer of any Loans or Commitment or participation therein (provided that each such prospective transferee or participant shall have an agreement for the benefit of the Borrowers with such prospective transferor Lender or participant containing substantially similar provisions to those contained in this Section 11.15); (c) to the parent corporation or other Affiliates of the Administrative Agent or such Lender, and to their respective auditors, accountants and attorneys; and (d) as required or requested by any Governmental Authority or representative thereof, or pursuant to legal process, provided, that, unless specifically prohibited by applicable Law or court order, the Administrative Agent or such Lender, as applicable, shall notify the chief financial officer of the Administrative Borrower of any request by any Governmental Authority or representative thereof (other than any such request in connection with an examination of the financial condition of the Administrative Agent or such Lender by such Governmental Authority), and of any other request pursuant to legal process, for disclosure of any such non-public information prior to disclosure of such Confidential Information. In no event shall the Administrative Agent or any Lender be obligated or required to return any materials furnished by or on behalf of any Company. Each Borrower hereby agrees that the failure of the Administrative Agent or any Lender to comply with the provisions of this Section 11.15 shall not relieve any Borrower of any of the obligations to the Administrative Agent and the Lenders under this Agreement and the other Loan Documents.

Section 11.16. Limitations on Liability of the Issuing Lender. The Borrowers assume all risks of the acts or omissions of any beneficiary or transferee of any Letter of Credit with respect to its use of such Letters of Credit. Neither the Issuing Lender nor any of its officers or directors shall be liable or responsible for (a) the use that may be made of any Letter of Credit or any acts or omissions of any beneficiary or transferee in connection therewith; (b) the validity, sufficiency or genuineness of documents, or of any endorsement thereon, even if such documents should prove to be in any or all respects invalid, insufficient, fraudulent or forged; (c) payment by the Issuing Lender against presentation of documents that do not comply with the terms of a Letter of Credit, including failure of any documents to bear any reference or adequate reference to such Letter of Credit; or (d) any other circumstances whatsoever in making or failing to make payment under any Letter of Credit, except that the account party on such Letter of Credit shall have a claim against the Issuing Lender, and the Issuing Lender shall be liable to such account party, to the extent of any direct, but not consequential, damages suffered by such account party that such account party proves were caused by (i) the Issuing Lender’s willful misconduct or gross negligence (as determined by a final judgment of a court of competent jurisdiction) in determining whether documents presented under a Letter of Credit comply with the terms of such Letter of Credit, or (ii) the Issuing Lender’s willful failure to make lawful payment under any Letter of Credit after the presentation to it of documentation strictly complying with the terms and conditions of such Letter of Credit. In furtherance and not in limitation of the foregoing, the Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation.

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Section 11.17. General Limitation of Liability. No claim may be made by or against any party hereto or the affiliates, directors, officers, employees, attorneys or agents of any of them for any damages other than actual compensatory damages in respect of any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement or any of the other Loan Documents, or any act, omission or event occurring in connection therewith; the parties hereto, to the fullest extent permitted under applicable Law, waive, release and agree not to sue or counterclaim upon any such claim for any special, indirect, consequential or punitive damages, whether or not accrued and whether or not known or suspected to exist in their favor and regardless of whether advised of the likelihood of such loss of damage.

Section 11.18. No Duty. All attorneys, accountants, appraisers, consultants and other professional persons (including the firms or other entities on behalf of which any such Person may act) retained by the Administrative Agent or any Lender with respect to the transactions contemplated by the Loan Documents shall have the right to act exclusively in the interest of the Administrative Agent or such Lender, as the case may be, and shall have no duty of disclosure, duty of loyalty, duty of care, or other duty or obligation of any type or nature whatsoever to the Borrowers, any other Companies, or any other Person, with respect to any matters within the scope of such representation or related to their activities in connection with such representation. Each Borrower agrees, on behalf of itself and its Subsidiaries, not to assert any claim or counterclaim against any such persons with regard to such matters, all such claims and counterclaims, now existing or hereafter arising, whether known or unknown, foreseen or unforeseeable, being hereby waived, released and forever discharged.

Section 11.19. Legal Representation of Parties. The Loan Documents were negotiated by the parties with the benefit of legal representation and any rule of construction or interpretation otherwise requiring this Agreement or any other Loan Document to be construed or interpreted against any party shall not apply to any construction or interpretation hereof or thereof.

Section 11.20. Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder that may be payable to it by any party hereto that is an Affected Financial Institution; and

(b) the effects of any Bail-in Action on any such liability, including, if applicable:

(i) a reduction in full or in part or cancellation of any such liability;

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(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(iii) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority.

Section 11.21. Certain ERISA Matters

(a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrowers or any other Credit Party, that at least one of the following is and will be true:

(i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments or this Agreement,

(ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement,

(iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 8414 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, or

(iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.

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(b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrowers or any other Credit Party, that the Administrative Agent is not a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related hereto or thereto).

Section 11.22. Acknowledgement Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise, for Hedge Agreements or any other agreement or instrument that is a QFC (such support, “QFC Credit Support” and each such QFC a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States):

(a) In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.

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Section 11.23. Governing Law; Submission to Jurisdiction.

(a) Governing Law. This Agreement and each of the Notes shall be governed by and construed in accordance with the laws of the State of New York and the respective rights and obligations of the Borrowers, the Administrative Agent, and the Lenders shall be governed by New York law.

(b) Submission to Jurisdiction. Each Borrower hereby irrevocably submits to the non-exclusive jurisdiction of any New York state or federal court sitting in New York County, New York, over any action or proceeding arising out of or relating to this Agreement and the Obligations and each Borrower hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such New York state or federal court. Each Borrower, on behalf of itself and its Subsidiaries, hereby irrevocably waives, to the fullest extent permitted by Law, any objection it may now or hereafter have to the laying of venue in any action or proceeding in any such court as well as any right it may now or hereafter have to remove such action or proceeding, once commenced, to another court on the grounds of FORUM NON CONVENIENS or otherwise. Each Borrower agrees that a final, non-appealable judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law.

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JURY TRIAL WAIVER. TO THE EXTENT PERMITTED BY LAW, EACH BORROWER, THE ADMINISTRATIVE AGENT AND EACH LENDER WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG THE BORROWERS, THE ADMINISTRATIVE AGENT AND THE LENDERS, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO.

IN WITNESS WHEREOF, the parties have executed and delivered this Credit and Security Agreement as of the date first set forth above.

Address:	RAPID7, INC.
	By:	/s/ Jeffrey Kalowski
		Jeffrey Kalowski
		Chief Financial Officer
Address:	RAPID7 LLC
		By:	Rapid7, Inc., its sole member
			By:	/s/ Jeffrey Kalowski
				Jeffrey Kalowski
				Chief Financial Officer
Address:		KEYBANK NATIONAL ASSOCIATION as the Administrative Agent, the Issuing Lender and as a Lender
		By:	/s/ Thomas A. Crandell
			Thomas A. Crandell
			Senior Vice President

Signature Page to

Credit and Security Agreement

SCHEDULE 1

LENDERS	REVOLVING CREDIT COMMITMENT PERCENTAGE			REVOLVING CREDIT COMMITMENT AMOUNT		MAXIMUM AMOUNT
KeyBank National Association		100	%	$	30,000,000	$	30,000,000
Total Commitment Amount		100	%	$	30,000,000	$	30,000,000

S-1

EXHIBIT A

FORM OF

REVOLVING CREDIT NOTE

$___________ ________, 20__

FOR VALUE RECEIVED, the undersigned, RAPID7, INC., a Delaware corporation and RAPID7 LLC, a Delaware limited liability company (collectively, the “Borrowers”, and individually, each a “Borrower”), jointly and severally, promises to pay, on the last day of the Commitment Period, as defined in the Credit Agreement (as hereinafter defined), to the order of _________ (“Lender”) at the main office of KEYBANK NATIONAL ASSOCIATION, as the Administrative Agent, as hereinafter defined, 127 Public Square, Cleveland, Ohio 44114-1306 the principal sum of

                                                                                                          AND 00/100                                                                         DOLLARS

or the aggregate unpaid principal amount of all Revolving Loans, as defined in the Credit Agreement, made by Lender to the Borrowers pursuant to Section 2.2(a) of the Credit Agreement, whichever is less, in lawful money of the United States.

As used herein, “Credit Agreement” means the Credit and Security Agreement dated April 23, 2020, among the Borrowers, the Lenders, as defined therein, and KeyBank National Association, as the administrative agent for the Lenders (the “Administrative Agent”), as the same may from time to time be amended, restated or otherwise modified. Each capitalized term used herein that is defined in the Credit Agreement and not otherwise defined herein shall have the meaning ascribed to it in the Credit Agreement.

The Borrowers also promise to pay interest on the unpaid principal amount of each Revolving Loan from time to time outstanding, from the date of such Revolving Loan until the payment in full thereof, at the rates per annum that shall be determined in accordance with the provisions of Section 2.3(a) of the Credit Agreement. Such interest shall be payable on each date provided for in such Section 2.3(a); provided that interest on any principal portion that is not paid when due shall be payable on demand.

The portions of the principal sum hereof from time to time representing Base Rate Loans and Eurodollar Loans, interest owing thereon and payments of principal and interest of any thereof, shall be shown on the records of Lender by such method as Lender may generally employ; provided that failure to make any such entry shall in no way detract from the obligations of the Borrowers under this Note or the Credit Agreement.

If this Note shall not be paid at maturity, whether such maturity occurs by reason of lapse of time or by operation of any provision for acceleration of maturity contained in the Credit Agreement, the principal hereof and the unpaid interest thereon shall bear interest, pursuant to the terms of the Credit Agreement, until paid, at a rate per annum equal to the Default Rate. All payments of principal of and interest on this Note shall be made in immediately available funds.

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This Note is one of the Revolving Credit Notes referred to in the Credit Agreement and is entitled to the benefits thereof. Reference is made to the Credit Agreement for a description of the right of the undersigned to anticipate payments hereof, the right of the holder hereof to declare this Note due prior to its stated maturity, and other terms and conditions upon which this Note is issued.

Except as expressly provided in the Credit Agreement, the Borrowers expressly waive presentment, demand, protest and notice of any kind. This Note shall be governed by and construed in accordance with the laws of the State of New York.

JURY TRIAL WAIVER. EACH BORROWER, TO THE EXTENT PERMITTED BY LAW, HEREBY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG THE BORROWERS, THE ADMINISTRATIVE AGENT AND THE LENDERS, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS NOTE OR ANY OTHER NOTE OR INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO.

RAPID7, INC.

By:

Name:

Title:

RAPID7 LLC

By:

Name:

Title:

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EXHIBIT B

FORM OF

NOTICE OF LOAN

_______________________, 20____

KeyBank National Association, as the Administrative Agent

127 Public Square

Cleveland, Ohio 44114

Attention: Institutional Bank

Ladies and Gentlemen:

The undersigned, RAPID7, INC., a Delaware corporation (the “Administrative Borrower”, and together with Rapid7 LLC, a Delaware limited liability company, collectively, the “Borrowers”, and individually, each a “Borrower”), refers to the Credit and Security Agreement dated April 23, 2020, (as the same may from time to time be amended, restated or otherwise modified, the “Credit Agreement”, the terms defined therein being used herein as therein defined), among the Borrowers, the Lenders, as defined in the Credit Agreement, and KEYBANK NATIONAL ASSOCIATION, as the administrative agent for the Lenders (the “Administrative Agent”), and hereby gives you notice, pursuant to Section 2.5 of the Credit Agreement that the Borrowers hereby request a Loan (the “Proposed Loan”), and in connection therewith sets forth below the information relating to the Proposed Loan as required by Section 2.5 of the Credit Agreement:

(a) The Borrower requesting the Proposed Loan is _______________.

(b) The Business Day of the Proposed Loan is __________, 20__.

(c) The amount of the Proposed Loan is $_______________.

(d) The Proposed Loan is to be a Base Rate Loan ____ / Eurodollar Loan ___.

(Check one.)

(e) If the Proposed Loan is a Eurodollar Loan, the Interest Period requested is one month ___, two months ___, three months ___, six months ____. (Check one.)

The undersigned hereby certifies on behalf of the Borrowers that the following statements are true on the date hereof, and will be true on the date of the Proposed Loan:

(i) the representations and warranties contained in each Loan Document are true and correct in all material respects as if made on and as of the date hereof, except to the extent that any thereof expressly relate to an earlier date, before and after giving effect to the Proposed Loan and the application of the proceeds therefrom, as though made on and as of such date;

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(ii) no event has occurred and is continuing, or would result from such Proposed Loan, or the application of proceeds therefrom, that constitutes a Default or Event of Default; and

(iii) the conditions set forth in Section 2.5 and Article IV of the Credit Agreement have been satisfied.

RAPID7, INC.

By:

Name:

Title:

E-4

EXHIBIT C

FORM OF

COMPLIANCE CERTIFICATE

For Fiscal Quarter ended ____________________

THE UNDERSIGNED HEREBY CERTIFIES THAT:

(1) I am the duly appointed [Chief Executive Officer] [President] or [Chief Financial Officer] of RAPID7, INC., a Delaware corporation (the “Administrative Borrower”, and together with Rapid7 LLC, a Delaware limited liability company, collectively, the “Borrowers”, and individually, each a “Borrower”);

(2) I am familiar with the terms of that certain Credit and Security Agreement dated April 23, 2020, among the Borrowers, the lenders party thereto (together with their respective successors and permitted assigns, collectively, the “Lenders”), as defined in the Credit Agreement, and KEYBANK NATIONAL ASSOCIATION, as the Administrative Agent (as the same may from time to time be amended, restated or otherwise modified, the “Credit Agreement”, the terms defined therein being used herein as therein defined), and the terms of the other Loan Documents, and I have made, or have caused to be made under my supervision, a review in reasonable detail of the transactions and condition of the Companies during the accounting period covered by the attached financial statements;

(3) The review described in paragraph (2) above did not disclose, and I have no knowledge of, the existence of any condition or event that constitutes or constituted a Default or Event of Default, at the end of the accounting period covered by the attached financial statements or as of the date of this Certificate;

(4) The representations and warranties made by the Borrowers contained in each Loan Document are true and correct in all material respects as though made on and as of the date hereof (except for those representations and warranties that relate to a specific date) except as noted below; and

(5) Set forth on Attachment I hereto are calculations of the financial covenants set forth in Section 5.7 of the Credit Agreement, which calculations show compliance with the terms thereof.

Exceptions:

[Remainder of page left intentionally blank]

E-5

IN WITNESS WHEREOF, I have signed this certificate the ___ day of _________, 20___.

RAPID7, INC.

By:

Name:

Title:

E-6

EXHIBIT D

FORM OF

ASSIGNMENT AND ASSUMPTION AGREEMENT

This Assignment and Assumption Agreement (this “Assignment Agreement”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]¹ Assignor identified in Section 1 below ([the][each, an] “Assignor”) and [the][each] ² Assignee identified in Section 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]³ hereunder are several and not joint.]⁴ Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the][each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment Agreement as if set forth herein in full.

For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (a) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below (including without limitation any letters of credit, guaranties, and swing loans included in such facilities), and (b) to the extent permitted to be assigned under applicable Law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to subpart (a) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to subparts (a) and (b) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment Agreement, without representation or warranty by [the][any] Assignor.

¹  For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language.

²  For bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment is to a single Assignee, choose the first bracketed language. If the assignment is to multiple Assignees, choose the second bracketed language.

³  Select as appropriate.

⁴  Include bracketed language if there are either multiple Assignors or multiple Assignees.

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1.	Assignor[s]:
2.	Assignee[s]:
		[Assignee is an [Affiliate][Approved Fund] of [identify Lender]]
3.	Borrowers:	Rapid7, Inc., a Delaware corporation
		Rapid7 LLC, a Delaware limited liability corporation
4.	Administrative Agent:	KeyBank National Association, as the administrative agent under the Credit Agreement
5.	Credit Agreement:	The $30,000,000 Credit and Security Agreement dated as of April 23, 2020 among the Borrowers, the Lenders parties thereto, and the Administrative Agent.
6.	Assigned Interest[s]:

Assignor[s]	Assignee[s]	Commitment Assigned	Aggregate Amount of Commitment/Loans for all Lenders	Amount of Commitment/Loans Assigned	Percentage Assigned of Commitment/ Loans5		CUSIP Number
			$	$		%
			$	$		%
			$	$		%

[7. Trade Date: ______________]⁶

8. Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

[Remainder of page intentionally left blank.]

⁵  Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.

⁶  To be completed if the Assignor(s) and the Assignee(s) intend that the minimum assignment amount is to be determined as of the Trade Date.

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The terms set forth in this Assignment Agreement are hereby agreed to:

ASSIGNOR[S] [NAME OF ASSIGNOR]
By:
	Title:
[NAME OF ASSIGNOR]
By:
	Title:
ASSIGNEE[S] [NAME OF ASSIGNEE]
By:
	Title:
[NAME OF ASSIGNEE]
By:
	Title:

[Consented to and]7 Accepted:
KEYBANK NATIONAL ASSOCIATION, as Administrative Agent
By:
	Title:
[Consented to:]8
RAPID7, INC.
By:
	Title:
RAPID7 LLC
By:
	Title:

⁷  To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

⁸  To be added only if the consent of the Borrowers and/or other parties is required by the terms of the Credit Agreement.

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ANNEX 1

STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION AGREEMENT

1. Representations and Warranties.

1.1 Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby, and (iv) it is not a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower[s], any of [its][their] Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document, or (iv) the performance or observance by the Borrower[s], any of [its][their] Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

1.2. Assignee[s]. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 11.9 of the Credit Agreement (subject to such consents, if any, as may be required thereunder), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.3 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment Agreement and to purchase [the][such] Assigned Interest, and (vii) if it is a Foreign Lender, attached to the Assignment Agreement is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

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2. Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued to but excluding the Effective Date and to [the][the relevant] Assignee for amounts which have accrued from and after the Effective Date.⁹ Notwithstanding the foregoing, the Administrative Agent shall make all payments of interest, fees or other amounts paid or payable in kind from and after the Effective Date to [the][the relevant] Assignee.

3. General Provisions. This Assignment Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment Agreement may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment Agreement by facsimile or electronic communication shall be effective as delivery of a manually executed counterpart of this Assignment Agreement. This Assignment Agreement shall be governed by, and construed in accordance with, the law of the State of New York.

⁹ The Administrative Agent should consider whether this method conforms to its systems. In some circumstances, the following alternative language may be appropriate:

“From and after the Effective Date, the Administrative Agent shall make all payments in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignee whether such amounts have accrued prior to, on or after the Effective Date. The Assignor[s] and the Assignee[s] shall make all appropriate adjustments in payments by the Administrative Agent for periods prior to the Effective Date or with respect to the making of this assignment directly between themselves.”

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EXHIBIT E-1

FORM OF

U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to that certain Credit and Security Agreement dated April 23, 2020 (the “Credit Agreement”), among Rapid7, Inc., a Delaware corporation and Rapid7 LLC, a Delaware limited liability company (collectively, the “Borrowers”, and individually, each a “Borrower”), the Lenders, as defined therein, and KeyBank National Association, as the administrative agent for the Lenders (the “Administrative Agent”).

Pursuant to the provisions of Section 3.2 of the Credit Agreement, the undersigned hereby certifies that (a) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (b) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (c) it is not a ten percent (10%) shareholder of any of the Borrowers within the meaning of Section 871(h)(3)(B) of the Code and (d) it is not a controlled foreign corporation related to any of the Borrowers as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished the Administrative Agent and the Borrowers with a certificate of its non-U.S. Person status on IRS Form W-8BEN-E (or IRS Form W-8BEN, if applicable). By executing this certificate, the undersigned agrees that (i) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrowers and the Administrative Agent, and (ii) the undersigned shall have at all times furnished the Borrowers and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF LENDER]
By:
	Name:
	Title:

Date: ________ __, 20[    ]

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EXHIBIT E-2

FORM OF

U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to that certain Credit and Security Agreement dated April 23, 2020 (the “Credit Agreement”), among Rapid7, Inc., a Delaware corporation and Rapid7 LLC, a Delaware limited liability company (collectively, the “Borrowers”, and individually, each a “Borrower”), the Lenders, as defined therein, and KeyBank National Association, as the administrative agent for the Lenders (the “Administrative Agent”).

Pursuant to the provisions of Section 3.2 of the Credit Agreement, the undersigned hereby certifies that (a) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (b) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (c) it is not a ten percent (10%) shareholder of any of the Borrowers within the meaning of Section 871(h)(3)(B) of the Code, and (d) it is not a controlled foreign corporation related to any of the Borrowers as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN-E (or IRS Form W-8BEN, if applicable). By executing this certificate, the undersigned agrees that (i) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (ii) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF PARTICIPANT]
By:
	Name:
	Title:

Date: ________ __, 20[    ]

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EXHIBIT E-3

FORM OF

U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to that certain Credit and Security Agreement dated April 23, 2020 (the “Credit Agreement”), among Rapid7, Inc., a Delaware corporation and Rapid7 LLC, a Delaware limited liability company (collectively, the “Borrowers”, and individually, each a “Borrower”), the Lenders, as defined therein, and KeyBank National Association, as the administrative agent for the Lenders (the “Administrative Agent”).

Pursuant to the provisions of Section 3.2 of the Credit Agreement, the undersigned hereby certifies that (a) it is the sole record owner of the participation in respect of which it is providing this certificate, (b) its direct or indirect partners/members are the sole beneficial owners of such participation, (c) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (d) none of its direct or indirect partners/members is a ten percent (10%) shareholder of any of the Borrowers within the meaning of Section 871(h)(3)(B) of the Code and (e) none of its direct or indirect partners/members is a controlled foreign corporation related to any of the Borrowers as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (A) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (B) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF PARTICIPANT]
By:
	Name:
	Title:

Date: ________ __, 20[    ]

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EXHIBIT E-4

FORM OF

U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to that certain Credit and Security Agreement dated April 23, 2020 (the “Credit Agreement”), among Rapid7, Inc., a Delaware corporation and Rapid7 LLC, a Delaware limited liability company (collectively, the “Borrowers”, and individually, each a “Borrower”), the Lenders, as defined therein, and KeyBank National Association, as the administrative agent for the Lenders (the “Administrative Agent”).

Pursuant to the provisions of Section 3.2 of the Credit Agreement, the undersigned hereby certifies that (a) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (b) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (c) with respect to the extension of credit pursuant to the Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (d) none of its direct or indirect partners/members is a ten percent (10%) shareholder of any of the Borrowers within the meaning of Section 871(h)(3)(B) of the Code and (e) none of its direct or indirect partners/members is a controlled foreign corporation related to any of the Borrowers as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished the Administrative Agent and the Borrowers with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN-E or IRS Form W-8BEN, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN-E or IRS Form W-8BEN, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (A) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrowers and the Administrative Agent, and (B) the undersigned shall have at all times furnished the Borrowers and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF LENDER]
By:
	Name:
	Title:

Date: ________ __, 20[    ]

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EX-10.2

Exhibit 10.2

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of April 24, 2020 (“Agreement Date”) by and among (i) Rapid7 Inc., a Delaware corporation (the “Ultimate Parent”), (ii) Rapid7 LLC, a Delaware limited liability company and wholly-owned subsidiary of the Ultimate Parent (“Purchaser”), (iii) Stratus Acquisition, Inc., a Delaware corporation (“Merger Sub”), (iv) Divvy Cloud Corporation, a Delaware corporation (“Company”), and (v) Fortis Advisors LLC, a Delaware limited liability company, as representative of the holders of equity securities of the Company (the “Equityholder Representative”). The Ultimate Parent, Purchaser, Merger Sub, Company, and the Equityholder Representative are sometimes referred to throughout this Agreement individually as a “Party” and collectively as the “Parties.” Certain other capitalized terms used in this Agreement are defined in Exhibit A.

RECITALS

Purchaser, Merger Sub and Company intend to effect a merger of Merger Sub with and into Company in accordance with this Agreement and the Delaware General Corporation Law (the “DGCL”). Upon consummation of the Merger, Merger Sub will cease to exist, and Company will become a wholly owned subsidiary of Purchaser (the “Acquisition”).

AGREEMENT

Now, therefore, in consideration of the representations, warranties and covenants herein contained, and the other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DESCRIPTION OF TRANSACTION.

1.1 Merger of Merger Sub into Company.

(a)    Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, Merger Sub shall be merged with and into Company (the “Merger”), the separate existence of Merger Sub shall cease, and Company shall be, and is herein sometimes referred to as, the “Surviving Corporation,” and the name of the Surviving Corporation shall be “Divvy Cloud Corporation”.

(b)    Upon the Effective Time, the separate existence of Merger Sub shall cease and Company, as the Surviving Corporation (i) shall continue to possess all of its assets, rights, powers and property as constituted immediately prior to the Effective Time, (ii) shall be subject to all actions previously taken by its and Merger Sub’s board of directors, (iii) shall succeed, without other transfer, to all of the assets, rights, powers and property of Merger Sub in the manner more fully set forth in Section 259 of the DGCL, (iv) shall continue to be subject to all of the debts, liabilities and obligations of Company as constituted immediately prior to the Effective Time of the Merger, and (v) shall succeed, without other transfer, to all of the debts, liabilities and obligations of Merger Sub in the same manner as if Company had itself incurred them, all as more fully provided under the applicable provisions of the DGCL.

1.2 Effect on Company Stock.

Subject to Sections 1.8(h) and 1.9, at the Effective Time, by virtue of the Merger and without any further action on the part of Purchaser, Merger Sub, Company or any stockholder of Company:

(a)    Each share of Company Stock held by the Company in its treasury shall be cancelled and extinguished, and no consideration shall be delivered or deliverable in exchange therefor.

(b)    Each share of Company Stock outstanding as of immediately prior to the Effective Time held by Stockholders other than Retained Key Owners (and other than dissenting shares and shares to be cancelled in accordance with Section 1.2(a)) shall, by virtue of the Merger be converted into the right to receive, in the aggregate, the following Merger Consideration:

(i)    at the Closing, the Per Share Closing Payment; and

(ii)    the Per Share Future Payments that may become payable to such Stockholders.

(c)    Each share of Company Stock issued and outstanding as of the Effective Time held by the Retained Key Owners shall, by virtue of the Merger be converted into the right to receive, in the aggregate, the following Merger Consideration:

(i)    each of 1,404,000 shares of Company Stock held by each Retained Key Owner, including all 300,000 shares of Restricted Company Stock held by DeRamus, shall convert into the right to receive:

(1)    at Closing, the Per Share Closing Payment with respect to each such share; and

(2)    the Per Share Future Payments that may become payable to each respective Retained Key Owner with respect to each such share.

(ii)    each of 936,000 shares of Company Stock held by each Retained Key Owner shall convert into the right to receive:

(1)    the right to receive that number of shares of Common Stock of Ultimate Parent (the “Ultimate Parent Shares”) determined by dividing (y) an amount equal to the Per Share Closing Payment by (z) the per share price of one share of Ultimate Parent Shares as of the close of trading on the Nasdaq exchange the last trading day prior to the Agreement Date; on the following installment payment basis: (A) one-third of the aggregate number of Ultimate Parent Shares payable to each Retained Key Owner pursuant to the terms of this Section 1.2(d)(ii)(1) (rounded down to the nearest whole share) shall be issued to such Retained Key Owner not later than thirty (30) days after the first anniversary of the Closing Date; (B) one-third of the aggregate number of Ultimate Parent Shares payable to each Retained Key Owner pursuant to the terms of this Section 1.2(d)(ii)(1) (rounded down to the nearest whole share) shall be issued to such Retained Key Owner not later than thirty (30) days after the second anniversary of the Closing Date; and (C) one-third of the aggregate number of Ultimate Parent Shares payable to each Retained Key Owner pursuant to the terms of this Section 1.2(d)(ii)(1) (rounded up to the nearest whole share) shall be issued to such Retained Key Owner not later than thirty (30) days after the third anniversary of the Closing Date. For avoidance of doubt, neither Retained Key Owner shall have any rights or interest in the Ultimate Parent Shares (including, but not limited to dividend or voting rights) payable to such Retained Key Owner pursuant to the terms of this Section 1.2(d)(ii)(1) until such time as such Retained Key Owner receives such Ultimate Parent Shares pursuant to each installment payment of such shares described in this Section 1.2(c)(ii)(1); and

(2)     the Per Share Future Payments that may become payable to each respective Retained Key Owner with respect to each such share.

1.3 Closing; Effective Time.

(a)    Within two (2) Business Days following satisfaction or waiver of all of the conditions to the obligations of the parties set forth in Sections 5 and 6, the consummation of the transactions contemplated by this Agreement (the “Closing”) shall take place remotely via the exchange of documents and signatures, on the date hereof, or at such other time and place as the parties mutually agree upon in writing.

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(b)    In connection with the Closing, a properly executed certificate of merger conforming to the requirements of Section 251 of the DGCL shall be filed with the Secretary of State of the State of Delaware. The Merger shall become effective at the time such certificate of merger is filed with and accepted by the Secretary of State of the State of Delaware (the “Effective Time” and the date on which such Effective Time occurs being the “Closing Date”).

1.4 Certificate of Incorporation and Bylaws; Directors and Officers.

Unless otherwise determined by Purchaser and Company prior to the Effective Time:

(a)    the certificate of incorporation of Company shall be amended and restated in the form attached hereto as Exhibit B, and thereafter shall continue in full force and effect as the certificate of incorporation of the Surviving Corporation until duly amended in accordance with the provisions thereof and applicable Legal Requirements;

(b)    the bylaws of Merger Sub as in effect immediately prior to the Effective Time shall continue in full force and effect as the bylaws of the Surviving Corporation until duly amended in accordance with the provisions thereof and applicable Legal Requirements, except that all references to Merger Sub therein shall be changed to references to the Surviving Corporation; and

(c)    the directors and officers of Merger Sub immediately prior to the Effective Time shall be the directors and officers of the Surviving Corporation until their successors shall have been duly elected and qualified or until as otherwise provided by Legal Requirement, the certificate of incorporation of the Surviving Corporation or the bylaws of the Surviving Corporation.

1.5 Warrants and Options.

Prior to the Agreement Date, the Company’s board of directors will adopt resolutions and take all other actions necessary or appropriate to provide that, subject to Closing, and immediately prior to the Effective Time:

(a)    each Company Warrant shall be cancelled, and shall no longer entitle the holder thereof to any payment or other rights other than the right to receive the Closing Date Warrant Cancellation Amount for such Warrantholder, plus the amount of Future Payments applicable to the Company Warrants held by such Warrantholder, each as set forth on the Payment Schedule;

(b)    each Unvested Option will be cancelled pursuant to the terms of the Company Stock Plan, and shall no longer entitle the holder thereof to any payment or other rights, without consideration and without rights to any portion of the Base Purchase Price;

(c)    each Vested Option will be cancelled and will no longer entitle the Optionholder thereof to any payment or other rights, other than the right to receive the Closing Date Option Cancellation Amount for such Optionholder, plus the amount of Future Payments applicable to the Vested Company Options held by such Optionholder, each as set forth on the Payment Schedule.

To be entitled to the payments described above, the Warrantholder must timely execute, return to the Paying Agent a Warrant Cancellation Agreement and the Optionholders must timely execute, return to the Company, and not revoke an Option Cancellation Agreement. From and after the Effective Time, any cancelled Company Warrant or Company Option will be void and of no further force or effect, and will no longer be exercisable by the former holder thereof.

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1.6 Other Equity Securities.

At or prior to the Effective Time, each additional stock option, warrant or other equity security (other than Company Stock, Company Option or Company Warrant) that is then outstanding, whether vested or unvested (an “Additional Option”), shall be terminated. Purchaser shall not assume any Additional Option.

1.7 Payment Schedule.

At least three (3) Business Days prior to the Closing Date, the Company shall deliver to the Purchaser (i) a statement (the “Closing Certificate”), certified by an officer of the Company, setting forth the amount of the Estimated Closing Consideration and the Per Share Closing Payment, including the calculations thereof (including the Estimated Closing Balance Sheet and Estimated Closing Adjustment), and (ii) a true and correct funds flow statement, in form and substance reasonably acceptable to the Purchaser (the “Payment Schedule”), which shall take into account any reasonable comments from the Purchaser, setting forth with respect to each Equityholder and each Person to whom any Closing Transaction Expense and Closing Debt is payable or due at Closing, the amounts payable to each such Person in accordance with the terms of this Agreement (without taking into account any withholding), a designation and amount of the Company Stock, including a designation of any Company Stock that is Restricted Company Stock, payment instructions with respect to each such payee, the proportional share for each Equityholder, and the amount and proportional share of the cash portion of the Merger Consideration to be held back from each Equityholder as part of the Holdback Amount, and the amount and proportional share of the Merger Consideration from each Equityholder used to fund the Expense Fund Amount.

1.8 Payment Procedures.

(a)    The Purchaser has designated PNC Bank, National Association to act as the paying agent (the “Paying Agent”) for the purpose of facilitating the cancellation of certificates representing the shares of Company Stock (the “Certificates”), which Certificates are maintained electronically solely on Carta, for each Stockholder’s and each Warrantholder’s share of the Estimated Closing Consideration, to be allocated among the Stockholders and the Warrantholder in accordance with the Payment Schedule delivered to the Purchaser by the Company pursuant to Section 1.7.

(b)    As soon as practicable after the Agreement Date, the Purchaser shall cause the Paying Agent to distribute (i) to each Stockholder at the address of record with the Company documentation required of the Stockholders for Closing, including (A) a written consent of the stockholders approving the principal terms of the Merger, which consent will be materially in the form previously provided to and deemed reasonably acceptable by the Purchaser (the “Written Stockholder Consent”), (B) an information statement describing with reasonable accuracy this Agreement, the Merger and the provisions of Section 262 of Delaware Law (the “Information Statement”), (C) Transmittal Letters substantially in the form attached hereto as Exhibit C-1 and C-2 (the “Transmittal Letters”) to (I) each Stockholder, and (II) each holder of Company Restricted Stock respectively, and (ii) a Warrant Cancellation Agreement to the Warrantholder. Such documentation shall advise the Stockholders and the Warrantholder of the anticipated closing of the Acquisition, request that the Stockholders execute the Written Consent and inform the Stockholders and Warrantholder the procedures for (i) with respect to Stockholders, cancelling such holder’s Certificates and submission of the Transmittal Letter (with all other documentation required to be delivered pursuant to the Transmittal Letter) and (ii) with respect to the Warrantholder, delivery of the Warrant Cancellation Agreement; provided, however, for the avoidance of doubt, any Estimated Closing Consideration payable to such holder with respect to Restricted Company Stock held by such holder, shall be paid to the Surviving Corporation for distribution to such holder in accordance with the terms of Section 1.9(i).

(c)    Within two (2) Business Days following the Closing Date with respect to the Warrantholder and any Stockholder that has delivered all required documentation prior to the Closing Date, and with respect to any other Stockholder within five (5) Business Days of receipt of all required documentation from such Stockholder, the Paying Agent shall deliver to such holder, in accordance with the terms of such holder’s

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Transmittal Letter (in the case of each Stockholder) or Warrant Cancellation Agreement (in the case of the Warrantholder), the amount set forth opposite such holder’s name on the Payment Schedule as payable on account of such holder’s shares of Company Stock (other than shares of Restricted Company Stock) and/or Warrants, as applicable, as the aggregate share of the Estimated Closing Consideration payable to such holder (in addition, with respect to holders of Restricted Company Stock, to the aggregate share of the Estimated Closing Consideration payable to such holder in exchange for his shares of Restricted Company Stock) in exchange for such holder’s shares of Company Stock (such consideration subject to adjustment as provided herein and any applicable withholding Taxes). In the event of a conflict between the Payment Schedule and the provisions of this Agreement, the Payment Schedule shall control. Notwithstanding anything to the contrary herein or in the Company certificate of incorporation, the Purchaser, Merger Sub, the Surviving Corporation, the Equityholder Representative, and the Paying Agent shall be entitled to rely on the Payment Schedule as conclusive evidence of amounts payable to the Stockholders and Warrantholder pursuant to this Agreement.

(d)    If payment is to be made to a Person other than the Person in whose name the cancelled Certificate is registered on the stock transfer books of the Company, it shall be a condition of payment that the holder of such Certificate has provided such documentation evidencing such transfer in a manner reasonably requested by the Paying Agent or that the Person requesting such payment shall have signed the Transmittal Letter and paid all transfer and other Taxes required by reason of such payment to a Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Paying Agent that such Taxes either have been paid or are not applicable.

(e)    Until properly surrendered or canceled, each Certificate shall be deemed for all purposes to evidence only the right to receive the portion of the Merger Consideration payable in exchange for shares of Company Stock held by such Stockholder, pursuant to this Agreement. The Stockholders and Warrantholder shall not be entitled to receive any portion of the Merger Consideration to which they would otherwise be entitled until their respective Transmittal Letters (with all other documentation required to be delivered pursuant to the Transmittal Letter) and Certificates are cancelled electronically in Carta or a Warrant Cancellation Agreement is delivered, as applicable, in accordance with this Agreement.

(f)    In the event any Certificates shall have been lost, stolen or destroyed, the Paying Agent shall pay with respect to such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof in a form acceptable to the Purchaser and the Paying Agent, the amount payable with respect to such Certificates as set forth on the Payment Schedule; provided, however, that the Purchaser, the Surviving Corporation or the Paying Agent may, in its discretion, require the delivery of a satisfactory indemnity.

(g)    At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers of Company Stock thereafter on the records of the Company or the Surviving Corporation.

(h)    Notwithstanding anything to the contrary in this Agreement, none of the Purchaser, the Surviving Corporation, the Paying Agent, the Representative Group nor any Equityholder shall be liable to any Person for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar Legal Requirement.

(i)    In the case of a holder of Restricted Company Stock who has signed and not revoked a Transmittal Letter, on the next administratively practicable scheduled payroll date following the later of the Closing Date and the timely delivery of a such holder’s Transmittal Letter, the Surviving Corporation shall pay to such holder the amount set forth opposite such holder’s name on the Payment Schedule as payable on account of such holder’s shares of Restricted Company Stock as the aggregate share of the Estimated Closing Consideration payable to such holder (less applicable withholdings).

(j)    In the case of a holder of Vested Options who has signed and not revoked an Option Cancellation Agreement, in the form attached hereto as Exhibit D (an “Option Cancellation Agreement”), with

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respect to such holder’s Vested-In-The-Money Options, the Surviving Corporation shall pay to such holder the applicable Closing Date Option Cancellation Amounts (less applicable withholdings) on the next administratively practicable scheduled payroll date following the Closing Date.

(k)    Any amount required to be paid in respect of Restricted Company Stock or a Vested-In-The-Money Option pursuant to Section 1.12 or Section 9 shall be paid to the Surviving Corporation for distribution to the holder of such Restricted Company Stock or Vested-In-The-Money Option, as applicable, on the next administratively practicable scheduled payroll date following the date upon which such payment becomes due and payable. The Payment Schedule shall set forth opposite each applicable holder’s name on the Payment Schedule: (y) the share of the Estimated Closing Consideration payable to each holder of Restricted Company Stock on account of such holder’s shares of Restricted Company Stock (such consideration subject to adjustment as provided herein and any applicable withholding Taxes) and (z) the Closing Date Option Cancellation Amounts amount shall be set forth opposite such holder’s name on the Payment Schedule as the aggregate share of the Estimated Closing Consideration payable to such holder on account of such holder’s Vested-In-The-Money Options (such consideration subject to adjustment as provided herein and any applicable withholding Taxes). In the event of a conflict between the Payment Schedule and the provisions of this Agreement, the Payment Schedule shall control. Notwithstanding anything to the contrary herein, Purchaser, Merger Sub, the Surviving Corporation and the Paying Agent shall be entitled to rely on the Payment Schedule as conclusive evidence of amounts payable to the holders of Vested-In-The-Money Options pursuant to this Agreement.

1.9 Shares Subject to Appraisal Rights.

(a)    Notwithstanding anything to the contrary contained in this Agreement, to the extent that the provisions of Section 262 of the DGCL are, or prior to the Effective Time may become, applicable to the Merger, any shares of Company capital stock that, as of the Effective Time, are held by holders who have as of the Effective Time preserved appraisal rights under Section 262 of the DGCL with respect to such shares (“Dissenting Shares”) and have not executed the Written Stockholder Consent shall not be converted into or represent the right to receive Merger Consideration in accordance with Section 1.2(b) and (c) and 1.8(c), and the holder or holders of such shares shall be entitled only to such rights as may be provided to such holder or holders pursuant to Section 262 of the DGCL and shall not be deemed to be “Stockholders” hereunder; provided, however, that if such appraisal rights shall not be perfected or the holders of such shares shall otherwise lose their appraisal rights with respect to such shares, then, as of the later of the Effective Time or the time of the failure to perfect such status or the loss of such rights, such shares shall automatically be converted into and shall represent only the right to receive (upon the surrender of the certificate or certificates representing such shares) the Merger Consideration in accordance with Section 1.2(b) and (c) and 1.8(c), and such holders shall be deemed “Stockholders” hereunder.

(b)    Company shall give Purchaser (i) prompt notice of any written demand received by Company prior to the Effective Time for appraisal of shares of Company capital stock pursuant to Section 262 of the DGCL and of any other demand, notice or instrument delivered to Company prior to the Effective Time pursuant to the DGCL, and (ii) the opportunity to participate in all negotiations and proceedings with respect to any such demand, notice or instrument. Company shall not make any payment or settlement offer prior to the Effective Time with respect to any such demand unless Purchaser shall have consented in writing to such payment or settlement offer.

1.10 Closing Deliveries.

(a)    At the Closing, Company shall deliver to the Purchaser:

(i)    the Closing Certificate and Payment Schedule (delivered no later than three (3) Business Days prior to the Closing Date);

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(ii)    a certified copy of resolutions of the Board of Directors of the Company, approving this Agreement and authorizing the execution and delivery of this Agreement and the consummation of the Acquisition;

(iii)    a certified copy of Written Stockholder Consent representing 85% of the Company Stock entitled to vote on the Merger;

(iv)    Option Cancellation Agreements executed by Optionholders holding Vested In-The-Money Options representing not less than 95% of the aggregate shares of Common Stock represented by all Vested In-The-Money Option

(v)    a certificate of good standing of Company from its jurisdiction of incorporation, dated as of no more than five (5) Business Days prior to the Closing Date;

(vi)    the offer letters and severance agreements between Company and each of the Retained Key Owners, Peter Scott (“Scott”) and Chris Hertz (“Hertz”), each as set forth in Exhibit F (the “Employment Arrangements”) executed by each respective Retained Key Owner, Scott and Hertz;

(vii)    the Stock Restriction Agreements, in a form acceptable to Purchaser and the Retained Key Owners, executed by each Retained Key Owner (the “Stock Restriction Agreements”);

(viii)    resignation letters of all Persons identified on Part 1.10(a)(viii) of the Disclosure Schedules, by which such Persons resign from their respective positions as officers and/or directors of Company;

(ix)    a certificate conforming with the requirements of Treasury Regulations Sections 1.897-2(h) and 1.1445-2(c)(3) and in form and substance reasonably satisfactory to the Purchaser, certifying that shares of Company Stock of the Company do not constitute “United States real property interests” under Section 897(c) of the Code;

(x)    the consents, notices, and filings specifically identified on Section 1.10(a)(x) of the Disclosure Schedules;

(xi)    a certificate of an authorized officer of the Company, dated as of the Closing Date, to the effect that the conditions specified in Section 5.1 of this Agreement have been satisfied; and

(xii)    payoff letter executed by Silicon Valley Bank in substantially the form previously provided to Purchaser.

(b)    At the Closing, the Purchaser shall, or the Ultimate Parent shall cause the Purchaser to, deliver the following:

(i)    the Estimated Closing Consideration as follows:

(1)    to the Company account identified in the Payment Schedule, an amount equal to the aggregate of all (A) all Estimated Closing Consideration payable to the holders of Restricted Company Stock with respect to such shares of Restricted Company Stock and (B) Closing Date Option Cancellation Amounts, as each amounts are set forth on the Payment Schedule; and

(2)    to the Paying Agent, on behalf of the Equityholders, by wire transfer of immediately available funds, the remainder of the Estimated Closing Consideration;

(ii)    to the holders of Closing Debt, the amounts of such Closing Debt set forth on the Payment Schedule;

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(iii)    to the payees of Closing Transaction Expenses, the amounts of such Closing Transaction Expenses as set forth on the Payment Schedule, by wire transfer of immediately available funds;

(iv)    to the Equityholder Representative, the Expense Fund Amount, by wire transfer of immediately available funds;

(v)    to each Retained Key Owner, Scott and Hertz a copy of such persons’ respective Employment Arrangement, duly executed by the Purchaser;

(vi)    to each Retained Key Owner, a copy of the Stock Restriction Agreement, duly executed by the Ultimate Parent;

(vii)    written acknowledgement that Ultimate Parent has agreed to award restricted stock units (“Retention RSUs”) of the Ultimate Parent, with an aggregate value of $7,000,000 (the “Retention Amount”) with a number of units based on the per share price of one share of Ultimate Parent Shares as of the close of trading on the Nasdaq exchange the last trading day prior to the Closing Date (the “RSU Price Peg”), to certain continuing employees of Company (none of whom shall be a Retained Key Owner) identified in a written notice provided by the Company to Purchaser not less than three Business Days prior to the Closing Date (the “Retention RSU Notice”) as incentive for the continuing employment of such employees, with the terms of such Retention RSUs being substantially in the form set forth in Exhibit G;

(viii)    written acknowledgement that Ultimate Parent has agreed to award restricted stock units (“Performance RSUs”) of the Ultimate Parent, with an aggregate value of $5,000,000 (the “Performance Amount”) with a number of units based on the RSU Price Peg, to certain employees of Company (including, without limitation each Retained Key Owner) identified in a written notice provided by the Company to Purchaser not less than three Business Days prior to the Closing Date (the “Performance RSU Notice”) to reward such employees if certain performance-based sales objectives are achieved subsequent to Closing, with the terms of such Performance RSUs and performance-based sales objectives being substantially in the form set forth in Exhibit H; and

(ix)    to the Equityholder Representative, evidence reasonably satisfactory to the Equityholder Representative the binding of the R&W Insurance.

1.11 Holdback.

(a)    At the Closing, the Holdback Amount shall be withheld and retained by the Purchaser for payment, if and as applicable, in accordance with the terms of this Agreement. With respect to Holdback Amount, (i) the Purchase Price Adjustment Holdback Amount shall be used solely to satisfy any payment due from the Equityholders as a result of the Final Closing Adjustment as set forth in Section 1.12(f), and (ii) the Indemnity Holdback Amount shall be used to satisfy any Damages suffered by Purchaser as a result of the indemnity obligations of the Equityholders as provided in Section 9 and, to the extent that the Purchase Price Adjustment Holdback Amount is not sufficient to satisfy any payment due from the Equityholders as a result of the Final Closing Adjustment as set forth in Section 1.12(f) (the amount of any such deficit the “Purchase Price Adjustment Deficit”), to satisfy such Purchase Price Adjustment Deficit.

(b)    Subject to the following requirements, the Purchase Price Adjustment Holdback Amount shall be retained by the Purchaser until released following the final settlement of the Final Closing Adjustment pursuant to Section 1.12(f), and the remainder of the Holdback Amount shall be retained by the Purchaser until the fifteen (15) month anniversary of the Effective Time (the “Holdback Period”). Upon the expiration of the Holdback Period, the Purchaser shall deliver the Holdback Amount less any funds used to satisfy indemnity obligations of the Equityholders as provided in Section 9 to the Company and the Paying Agent for distribution

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to the Equityholders in accordance with the allocation set forth on the Payment Schedule; provided, however, that the portion of the Holdback Amount, which is equal to claimed losses for any unresolved claim delivered to the Equityholder Representative prior to the expiration of such Holdback Period shall continue to be held by the Purchaser until such claims have been resolved. As soon as all such claims have been resolved, any amounts retained by the Purchaser and not used to satisfy such claims shall be delivered to the Equityholders as specified in this Section.

1.12 Adjustment Before and After the Closing.

The Estimated Closing Adjustment and the Final Closing Adjustment shall be determined as set forth below in this Section 1.12:

(a)    The Closing Certificate, delivered pursuant to Section 1.7 shall include the calculation of the Estimated Closing Adjustment, including an estimated balance sheet balance sheet of Company as of 11:59 PM, Eastern time, on the day immediately prior to the Closing Date (the “Estimated Closing Balance Sheet”), together with all relevant backup materials, in reasonable detail. The Estimated Closing Adjustment and the Estimated Closing Balance Sheet shall be prepared in accordance with GAAP and the Working Capital Guidelines and Sample Calculation. The Working Capital Guidelines and Sample Calculations reflect the Closing Adjustment Items to be included in the Estimated Closing Adjustment, including estimated amounts in respect thereof as of the date of this Agreement, however, to the extent there are differences in inclusion, interpretation, or some other judgement between the Working Capital Guidelines and the Sample Calculation and GAAP, the Working Capital Guidelines and the Sample Calculation shall prevail.

(b)    Not later than three (3) months after the Closing Date, Purchaser shall deliver to the Equityholder Representative the Purchaser’s closing adjustment statement (the “Closing Adjustment Statement”) setting forth the Closing Adjustment Items including a balance sheet of Company as of as of 11:59 PM, Eastern time, on the day immediately prior to the Closing Date together with all relevant calculations and backup materials, in reasonable detail. The Closing Adjustment Statement shall be prepared in accordance with GAAP and, to the extent consistent with GAAP, the Working Capital Guidelines and Sample Calculations. The Closing Adjustment Statement delivered pursuant to this Section 1.12(b) shall be accompanied by a statement setting forth the amount, if any, by which the total of the Closing Adjustment Items is greater than, or less than, the Estimated Closing Adjustment. Following the delivery of the Closing Adjustment Statement to the Equityholder Representative, the Purchaser and the Surviving Corporation shall afford the Equityholder Representative the opportunity to examine the statements and such supporting schedules, analyses, and other underlying records or documentation as are reasonably necessary and appropriate. The Purchaser and the Surviving Corporation shall reasonably cooperate with the Equityholder Representative in such examination. The Closing Adjustment Statement, as proposed by Purchaser pursuant to this Section 1.12(b), shall be deemed for purposes of this Section 1.12 to be the “Final Closing Adjustment Statement,” the Closing Adjustment Items reflected thereon shall be deemed for purposes of this Section 1.12 to be the “Final Closing Adjustment Items” and each shall be final and binding on all parties to this Agreement and on all Stockholders, unless the Equityholder Representative timely delivers to Purchaser an Objection Notice (as defined below) in accordance with Section 1.12(c). If Purchaser fails to timely deliver the Closing Adjustment Statement, at the Equityholder Representative’s election, the Equityholder Representative may hire (at Purchaser’s sole cost and expense) an independent accountant to prepare the Statements and, in the case Equityholder Representative hires an independent accountant to prepare the Statements, the dispute process in Section 1.12(c) shall apply in a reciprocal fashion.

(c)    In the event that the Equityholder Representative disputes the Closing Adjustment Statement or the amount of the Closing Adjustment Items, the Equityholder Representative shall notify Purchaser in writing (the “Objection Notice”) of the amount, nature and basis of such dispute, within 30 calendar days after delivery of the Closing Adjustment Statement pursuant to Section 1.12(b). Any such Objection Notice shall specify in reasonable detail those items or amounts as to which the Equityholder Representative disagrees (the “Disputed

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Line Items”), and the Equityholder Representative shall be deemed to have agreed with all other items and amounts contained in the Closing Adjustment Statement and the amount of the Closing Adjustment Items delivered pursuant to Section 1.12(b). If Equityholder Representative fails to timely deliver an Objection Notice, the amounts set forth in the Closing Adjustment Statement shall be deemed to be final and binding on the Parties. In the event of a dispute, Purchaser and the Equityholder Representative shall first negotiate in good faith to reach agreement on the Disputed Line Items in order to determine the amount of the Closing Adjustment Items, which amount shall not be more than Purchaser’s calculation delivered pursuant to Section 1.12(b) nor less than the Equityholder Representative’s calculation delivered pursuant to this Section 1.12(c). If Purchaser and the Equityholder Representative reach a final resolution on the Disputed Line Items within 30 days after Purchaser’s receipt of the Objection Notice (or within any additional period as mutually agreed to between Purchaser and the Equityholder Representative), then the Closing Adjustment Statement agreed upon by Purchaser and the Equityholder Representative shall be deemed for purposes of this Section 1.12 to be the “Final Closing Adjustment Statement,” the Closing Adjustment Items reflected thereon shall be deemed for purposes of this Section 1.12 to be the “Final Closing Adjustment Items” and each shall be final and binding on all parties to this Agreement and on all Stockholders.

(d)    If Purchaser and the Equityholder Representative are unable to resolve the Disputed Line Items within thirty (30) calendar days after delivery of the Objection Notice, then any remaining Disputed Line Items shall be submitted to Grant Thornton LLP or another accounting firm or entity mutually acceptable to the Purchaser and the Equityholder Representative (the “Neutral Accountant”). All determinations and calculations pursuant to this Section 1.12(d) shall (i) consider only the Disputed Line Items that remain in dispute, (ii) be a value that is not more than Purchaser’s calculation delivered pursuant to Section 1.12(b) nor less than the Equityholder Representative’s calculation delivered pursuant to Section 1.12(c), (iii) be in writing, and (iv) be delivered to Purchaser and the Equityholder Representative as promptly as practicable, and in any event, within thirty (30) days from the date that the dispute is submitted to it. Absent Fraud or manifest error, the Closing Adjustment Statement as finally determined by the Neutral Accountant shall be deemed for purposes of this Section 1.12 to be the “Final Closing Adjustment Statement,” the Closing Adjustment Items reflected thereon shall be deemed for purposes of this Section 1.12 to be the “Final Closing Adjustment Items” and each shall be final and binding on all parties to this Agreement and on all Stockholders. In determining the Closing Adjustment Statement and the Closing Adjustment Items, the Neutral Accountant shall act as an expert and not as arbitrator. A judgment on the determination made by the Neutral Accountant pursuant to this Section 1.12 may be entered in and enforced by any court having jurisdiction.

(e)    The Purchaser and the Equityholder Representative (on behalf of the Equityholders) shall each bear its own fees and expenses in connection with the resolution of disputes pursuant to Section 1.12(d); provided, however, that the fees and expenses of the Neutral Accountant shall be borne by the Equityholders, on the one hand, and Purchaser, on the other hand, in proportion to the amounts by which the respective proposals of Purchaser and the Equityholder Representative differed from the Neutral Accountant’s final determination.

(f)    The “Final Closing Adjustment” shall be equal to (i) the amount of the Final Closing Adjustment Items, minus (ii) the Estimated Closing Adjustment. For the avoidance of doubt, the Final Closing Adjustment may be a positive or negative number. If the Final Closing Adjustment is greater than zero (0) but less than the Purchase Price Adjustment Holdback Amount, then Purchaser shall remit, promptly (and in no event later than two (2) Business Days) after the date of determination of the Final Closing Adjustment, an amount equal to the difference between the Purchase Price Adjustment Holdback Amount and the Final Closing Adjustment to the Company and the Paying Agent for further distribution to the Equityholders pro rata in accordance the Payment Schedule. If the Final Closing Adjustment is greater than the Purchase Price Adjustment Holdback Amount, but less than the Holdback Amount, then the Purchaser’s obligation to pay the Purchase Price Adjustment Holdback Amount shall be terminated and the Indemnity Holdback Amount shall be reduced by an amount equal to the difference between the Final Closing Adjustment and the Purchase Price Adjustment Holdback Amount. If the Final Closing Adjustment is greater than the Holdback Amount, the Purchaser’s obligation to pay the Holdback Amount shall be terminated and Purchaser shall have the right to seek payment

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for the amount that the Final Closing Adjustment exceeds the Holdback Amount directly against the Equityholders. If the Final Closing Adjustment is less than zero (0), then promptly (and in no event later than two (2) Business Days) after the date of determination of the Final Closing Adjustment, the Purchaser shall remit an amount equal to the Final Closing Adjustment plus the Purchase Price Adjustment Holdback Amount to the Company and the Paying Agent for further distribution to the Equityholders pro rata in accordance the Payment Schedule. Payments pursuant to this Section 1.12(f) shall be treated for all purposes as adjustments to the Merger Consideration.

(g)    The parties agree that the procedures set forth in this Section 1.12 shall be the sole and exclusive method for resolving any disputes with respect to the determination of the Final Closing Adjustment Statement, the Final Closing Adjustment Items and the Final Closing Adjustment; provided, that this provision shall not prohibit Purchaser or the Equityholder Representative from instituting litigation to enforce the determination of the Neutral Accountant.

1.13 Withholding.

Purchaser the Surviving Corporation and the Paying Agent shall be entitled to deduct and withhold from the consideration payable or otherwise deliverable to any holder or former holder of capital stock of Company pursuant to this Agreement such amounts as Purchaser, the Surviving Corporation or the Paying Agent are required to deduct or withhold therefrom under the Code or under any Tax Law; provided, however, that if Purchaser, the Surviving Corporation or the Paying Agent determines that an amount is required to be so deducted and withheld, Purchaser, the Surviving Corporation or the Paying Agent, as applicable, will use commercially reasonable efforts to provide the Person with notice of its intent to deduct and withhold at least five days prior to the date the applicable payment is scheduled to be made (which notice will include a reference to the applicable provision of the Code or other Tax Law pursuant to which such deduction or withholding is required) and Purchaser, the Surviving Corporation or the Paying Agent, as applicable, will use commercially reasonable efforts to cooperate with such Person to eliminate or reduce the basis for such deduction or withholding (including providing such Person with a reasonable opportunity to provide forms or other evidence that would exempt such amounts from withholding). To the extent such amounts are so deducted or withheld, and delivered to the applicable state, local or foreign tax authorities, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. If Purchaser, the Surviving Corporation or the Paying Agent withholds any amounts from any payment otherwise due pursuant to this Agreement, Purchaser, the Surviving Corporation or the Paying Agent, as applicable, will provide such Person, within ten (10) Business Days following the date of such payment, written documentation evidencing that such amounts were paid to the applicable Governmental Authority.

2. REPRESENTATIONS AND WARRANTIES OF COMPANY.

The Company hereby represents and warrants to the Purchaser, except as set forth in the correspondingly numbered Disclosure Schedules attached hereto as Exhibit I (the “Disclosure Schedules”), which exceptions shall be deemed to be disclosure with respect to all other representations or sections or subsections of the Disclosure Schedules to which applicability of such disclosure would be reasonably apparent on its face to a reader without independent knowledge of the matter being disclosed and shall be deemed to be part of the representations and warranties made hereunder, as follows as of the Agreement Date:

2.1 Status; Authorization.

(a)    Company (i) is a corporation duly incorporated, validly existing and in good standing under the laws of Delaware, and (ii) has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby.

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(b)    Company has all necessary corporate power and corporate authority and has taken all corporate action necessary to execute, deliver and perform its obligations under this Agreement. The execution, delivery and performance by Company of this Agreement have been duly authorized by the board of directors and by the stockholders of Company.

(c)    This Agreement has been duly executed and delivered by Company and constitutes a legal, valid and binding obligation of Company enforceable against Company in accordance with its terms.

(d)    Company does not own any controlling interest in any other entity and Company has never owned, beneficially or otherwise, any shares or other securities of, or any direct or indirect equity interest in, any other Entity. Company has not agreed and is not obligated to make any future investment in or capital contribution to any other Entity.

2.2 Capitalization, Etc.

(a)    The authorized capital stock of Company consists of:

(i)    37,000,000 shares of Company Common Stock, of which 6,130,419 shares have been issued and are outstanding as of the date of this Agreement; and

(ii)    13,317,683 shares of Series A Preferred Stock of Company, of which 11,670,574 shares have been issued and are outstanding as of the date of this Agreement.

(iii)    11,086,513 authorized shares of Series A-1 Preferred Stock of Company, of which 8,878,136 shares have been issued and are outstanding as of the date of this Agreement.

(b)    All of the outstanding shares of Company Stock have been duly authorized and validly issued, and are fully paid and non-assessable. Other than shares that are subject to the Restricted Stock Award Agreements, no shares of Company’s equity securities are subject to any repurchase option which is held by Company.

(c)    Company has reserved 5,026,456 shares of Company Common Stock for issuance under the Company Stock Plan, of which options to purchase 1,460,239 shares of Company Common Stock are outstanding as of the date of this Agreement. Section 2.2(c) of the Disclosure Schedules accurately sets forth, with respect to each Company Option that is outstanding as of the date of this Agreement: (i) the name of the holder of such Company Option; (ii) the total number of shares of Company Common Stock that are subject to such Company Option and the number of shares of Company Common Stock with respect to which such Company Option is immediately exercisable; (iii) the date on which such Company Option was granted and the term of such Company Option; (iv) the vesting schedule for such Company Option; (v) the exercise price per share of Company Common Stock purchasable under such Company Option; and (vi) whether such Company Option has been designated an “incentive stock option” as defined in Section 422 of the Code. There is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Company; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Company; (iii) Contract under which Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of Company.

(d)    All outstanding shares of Company Stock and all outstanding Company Options have been issued and granted and/or terminated and settled in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts and (with respect to any stock options, the terms of the Company Stock Plan).

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(e)    Other than the repurchase of unvested shares of Company Common Stock subject to repurchase in favor of Company, Company has never repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities of Company. All securities so reacquired by Company were reacquired in compliance with (i) the applicable provisions of the DGCL and all other applicable Legal Requirements, and (ii) all requirements set forth in applicable restricted stock purchase agreements and other applicable Contracts.

2.3 Financial Information; Books and Records.

(a)    True and complete copies of the balance sheet of Company for the fiscal years ended as of December 31, 2018 and December 31, 2019 (as restated); and for the three (3)-month period ended March 31, 2020 (the “Interim Balance Sheet Date”; the balance sheet for the Interim Balance Sheet Date being the “Interim Balance Sheet”), and the related statements of income, changes in stockholders’ equity and cash flows of Company, together with all related notes and schedules thereto, accompanied by the reports thereon of their respective accountants (collectively referred to herein as the “Financial Statements”) are attached as exhibits to the Disclosure Schedules. The Financial Statements (i) were prepared in accordance with the books of account and other financial records of Company, (ii) present fairly, in all material respects, the financial condition and results of operations of Company as of the dates thereof or for the periods covered thereby, (iii) have been prepared in accordance with GAAP applied on a basis consistent with past practices except as may be indicated in the notes thereto and subject, in the case of unaudited Financial Statements, to the absence of footnotes and normal year-end adjustments that will not be material to Company in amount or nature, and (iv) include all adjustments (consisting only of normal recurring accruals) that are necessary for a fair presentation of the financial condition of Company and the results of the operations of Company as of the dates thereof or for the periods covered thereby.

(b)    The books of account and other financial records of Company: (i) reflect all items of income and expense and all assets and liabilities required to be reflected therein in accordance with GAAP and, to the extent consistent with GAAP, applied on a basis consistent with past practices, (ii) are complete and correct, and do not contain or reflect any material inaccuracies or discrepancies and (iii) have been maintained in accordance with good business and accounting practices, except as otherwise noted therein and subject, in the case of the Interim Balance Sheet and Financial Statements that are unaudited, to the omission of footnotes.

(c)    Except as set forth on Section 2.3(c) of the Disclosure Schedules, since the Interim Balance Sheet Date, except for transactions specifically contemplated in this Agreement, there has not been any Material Change.

2.4 Liabilities.

(a)    Company has no liabilities other than: (i) Liabilities specifically reflected and adequately disclosed in the Interim Balance Sheet, (ii) Liabilities incurred in the ordinary course of business of Company subsequent to the Interim Balance Sheet Date (none of which is a Liability resulting from breach of contract, breach of warranty, tort, infringement or misappropriation), (iii) Liabilities for Closing Transaction Expenses, (iv) Liabilities which are not material to Company or its assets, and (v) those Liabilities set forth on Section 2.4 of the Disclosure Schedules.

(b)    To Company’s knowledge, there is no existing condition or set of circumstances that could reasonably be expected to result in any Liability other than as set forth in Section 2.4(a). Company has no Off-Balance Sheet Liabilities.

2.5 Bank Accounts and Receivables.

The Company has provided to Purchaser accurate information with respect to each account maintained by or for the benefit of Company at any bank or other financial institution. Subject to applicable reserves for bad

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debts shown on the Interim Balance Sheet, as such reserves are adjusted from the date thereof in the ordinary course of business, all accounts and notes receivable reflected on the Interim Balance Sheet are, and all accounts and notes receivable subsequently accruing will be, (i) valid, genuine and subsisting, (ii) subject to no known defenses, set-offs or counterclaims, and (iii) to the knowledge of the Company, current and collectible.

2.6 Real and Personal Property.

(a)    The Company owns no real property. Section 2.6(a) of the Disclosure Schedules correctly identifies each (i) lease or rental of real property held or paid by Company (a “Material Real Property Lease”); and (ii) parcel of real property, and each interest (other than such leases or rentals) in real property, used by Company in the operation of its business. To Company’s knowledge, Company’s use of real property conforms in all material respects with all applicable Legal Requirements; and no written claims, charges or notice of violations have been filed, served, made or threatened against or relating to any such property or any of the operations conducted at any such property (currently or in the past) by Company. Each Material Real property Lease is valid and binding on Company, enforceable in accordance with its terms. Company is not, and to Company’s knowledge, none of the other parties thereto, are in breach or default under any Material Real Property Lease, except to the extent such breach or default would not be reasonably expected to have a Material Adverse Effect.

(b)    Section 2.6(b) of the Disclosure Schedules describes all material tangible personal property and assets of Company. Company has good and marketable title to, and is in possession of or has control over, all of its real and tangible personal property, none of which is held under or subject to any mortgage, pledge, lien, lease, encumbrance, conditional sales contract or other security arrangement except to the extent described in Section 2.6(b) of the Disclosure Schedules. Each item of such tangible personal property and assets is in good working order or condition, reasonable wear and tear excepted. For the avoidance of doubt, this Section 2.6 does not apply to Intellectual Property.

2.7 Software and Other Intellectual Property.

(a)    Section 2.7(a) of the Disclosure Schedules contains an accurate and complete list of: (i) all Company IP Registrations; (ii) Company Owned Software (by major point version); and (iii) Embedded Third Party Software.

(b)    Except as set forth in Section 2.7(b) of the Disclosure Schedules, Company has good and valid title to, and has the full right to use, all Company Owned IP, in each case free and clear of any Encumbrance, and the rights to use all other Company Owned or Used IP. Except as set forth in Section 2.7(b) of the Disclosure Schedules, no rights of any third party are necessary to market, offer for sale, license, or other disposition, license, sell, modify, update, and/or create derivative works for the Company Owned IP. There is no Intellectual Property of a third party embedded in, distributed with or bundled with the Company Owned Software other than the Embedded Third Party Software. To Company’s knowledge, no rights of any third party are necessary to offer for sale, license, or other disposition, license, sell, modify, update, and/or create derivative works for any Embedded Third Party Software other than the rights granted pursuant to the Material Contracts referenced in Section 2.8 or contracts for Off-the-Shelf Software (provided the foregoing rights are limited solely as expressly set forth in the written agreement related to such item).

(c)    Section 2.7(c) of the Disclosure Schedules contains a complete list of all current and former employees and consultants of Company who have been involved in the creation of any Company Owned IP. All current and former employees and consultants of Company have executed and delivered to Company nondisclosure and invention agreements. Except as set forth in Section 2.7(c) of the Disclosure Schedules, all of the Company Owned IP were created as a work for hire (as defined under U.S. copyright law) by regular full time employees of Company or each author or developer of such Company Owned IP has irrevocably assigned to Company in writing all copyrights and other Intellectual Property rights in such person’s work with respect to such Company Owned IP.

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(d)    With respect to Company Owned Software and Software embedded in or bundled with any Owned Company Software (the “Embedded Software”), (i) Company maintains machine-readable master-reproducible copies, source code listings (except with respect to incorporated Company Licensed Software, the source code listings for which are not used or held for use in Company’s business), technical documentation and user manuals for the most current releases or versions thereof and for all earlier releases or versions thereof currently being supported by them; (ii) in each case, the machine-readable copy substantially conforms to the corresponding source code listing; (iii) it is written in the language set forth in Section 2.7(d) the Disclosure Schedules for use on the hardware set forth thereon or with standard operating systems; (iv) it can be maintained and modified by reasonably competent programmers familiar with such language, hardware and operating systems; and (v) in each case, it operates, in all material respects, in accordance with the user manual therefor without material operating defects.

(e)    Company has not misappropriated any trade secret of any other Person. No past or current use of Company Owned IP (other than Off-the-Shelf Software) by the Company, including the Company’s preparation, distribution, licensing, or offering for sale, license, or other disposition thereof, has violated or infringed upon, or is violating or infringing upon, any Intellectual Property right of any other Person. None of the Company Owned IP or, to Company’s knowledge, Embedded Third Party Software, is subject to any judgment of any court or other Governmental Authority. Except as set forth in Section 2.7(e) of the Disclosure Schedules, no Legal Proceeding is pending or, to the Knowledge of the Company, is threatened, nor has any claim or demand been made, which challenges or challenged the legality, validity, enforceability, use or exclusive ownership by Company of any of its Company Owned IP or, to Company’s knowledge, Embedded Third Party Software. To Company’s knowledge, no Person is violating or infringing upon, or has violated or infringed upon at any time, any of the Intellectual Property rights of Company in Company Owned IP.

(f)    Company has adequately maintained all trade secrets with respect to Company Owned IP (except for such information that Company in its reasonable business judgment elected to disclose on a non-confidential basis). Except as set forth in Section 2.7(f) of the Disclosure Schedules, Company has not disclosed or delivered to any escrow agent or to any other Person, or permitted the disclosure to any escrow agent or to any other Person of, the source code (or any aspect or portion thereof) for or relating to any past, present or currently anticipated future product of Company.

(g)    (i) Company is not in material breach of or default under any license, sublicense or other Contract to which it is a party and pursuant to which Company uses Intellectual Property provided to Company under such Contract, which Intellectual Property is necessary to the conduct of Company as currently conducted, and (ii) Company has not performed any act or omitted to perform any act under such Contract which, with notice or lapse of time or both, will directly result in or constitute a violation of or infringement upon any Intellectual Property right provided under such Contract.

(h)    None of the Company Owned IP is owned by or registered in the name of any current or former owner, shareholder, partner, director, executive, officer, employee, salesman, agent, customer, representative or contractor of Company nor does any such Person have any interest therein or right thereto, including the right to royalty payments.

(i)    Except for code to terminate functionality in demonstration or trial copies, no portion of any Company Owned Software or, to Company’s knowledge, Embedded Third Party Software or other Company Software contains any “back door,” “time bomb,” “Trojan horse,” “worm,” “drop dead device,” “virus” or other software routines or hardware components designed to permit unauthorized access or to disable or erase software, hardware, or data without the consent of the user.

(j)    Set forth in Section 2.7(j) of the Disclosure Schedules are all Internet domain names used in Company’s business (“Domain Names”). Except as set forth in Section 2.7(j) of the Disclosure Schedules, Company is the registrant of all Domain Names, and all registrations of Domain Names are in good standing

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until such dates as set forth in Section 2.7(j) of the Disclosure Schedules. No action has been taken by Company or, to Company’s knowledge, is pending to challenge rights to, suspend, cancel or disable any Domain Name, registration therefor or the right of Company to use a Domain Name. Company has the rights to use on the Internet the Domain Names.

(k)    Company is not in violation of any material governmental prohibition or restriction on the use of any Company Owned Software or other Company Owned IP, or any other Company Owned or Used IP, in any jurisdiction in which Company conducts business or on the export or import of any Company Owned or Used IP from or to any jurisdiction in which Company conducts business.

(l)    Neither Company nor any Affiliate has exported or re-exported, directly or indirectly (including via remote access) any part of any Company Owned Software or other Company Owned IP to any country to which a license is required under the laws, administrative regulations, and executive orders relating to the control of imports and exports of commodities and technical data, use and remote use of software and related property, and registration of customer agreements, including the Export Administration Regulations of the U.S. Department of Commerce (“EAR”), the International Traffic in Arms Regulations of the U.S. Department of State, and the Enhanced Proliferation Control Initiative in the U.S. without first obtaining all applicable licenses.

(m)    The information with respect to each Open Source Software component set forth in Section 2.7(m) of the Disclosure Schedules is accurate and complete in all material respects. Except as set forth in Section 2.7(m) of the Disclosure Schedules, no Open Source Software is used in, incorporated into, integrated with, bundled with or distributed with any Company Owned Software or other Company Owned IP. Company has not used Copyleft Software in any manner that, with respect to any Company Owned Software (excluding the Copyleft Software itself), does or is reasonably expected to (i) require its disclosure or distribution in source code form, (ii) require the licensing thereof for the purpose of making derivative works, (iii) impose any restriction on the consideration to be charged for the distribution thereof, or (iv) create, or purport to create, obligations for Company with respect to any Company Owned IP or grant, or purport to grant, to any third party, any rights or immunities under any rights to the Company Owned IP. With respect to any Copyleft Software that is or has been used by Company in connection with any Company Owned IP, Company has been and is in material compliance with all applicable licenses with respect thereto.

(n)    Except as set forth in Section 2.7(n) of the Disclosure Schedules, (i) Company has not licensed any Company Owned IP to any Person on an exclusive basis, and (ii) Company has not entered into any covenant not to compete or Contract materially limiting its ability to exploit fully any of Company Owned IP or to transact business (1) in any market or geographical area or (2) with any Person.

(o)    All rights of Company in Company Owned IP (in each case excluding personal data) are transferable to Purchaser. As a result of the transactions contemplated by this Agreement, upon the Closing, Surviving Corporation and its assignees, if applicable, shall own or possess, or own or possess adequate and enforceable licenses, sublicenses or other rights to use, without payment of any fee related to such transfer, all the Intellectual Property relating to Company Owned or Used IP and all data relating to customers.

(p)    The Company and, and to the Knowledge of the Company, all third parties acting on behalf of the Company that has or has had access to Personal Information collected by or on behalf of the Company comply, and have always complied, with all (i) applicable Legal Requirements, guidance and best practices, (ii) contractual obligations of the Company and such third party acting on behalf of the Company (including, but not limited to, those with identified customers of the Company), (iii) internal and public-facing privacy, data handling and/or security policies of the Company, (iv) public statements that the Company has made regarding their respective privacy, data handling and/or data security policies or practices, (v) rules of applicable self-regulatory organizations, and (vi) applicable published industry standards (collectively, “Privacy Laws and Requirements”) relating to (A) the privacy of users of any web properties, products and/or services of the Company, (B) the collection, use, storage, retention, disclosure, transfer, disposal, or any other processing of any

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Personal Information collected or used by the Company and/or by third parties having access to such information and (C) the transmission of marketing and/or commercial messages through any means, including, without limitation, via email, text message and/or any other means. The execution, delivery and performance of this Agreement complies with all Privacy Laws and Requirements. The Company has no operations that require compliance with the Payment Card Industry Data Security Standard.

(q)    As set forth in Section 2.7(n) of the Disclosure Schedules, the Company maintains a privacy policy that describes its policies with respect to the collection, use, storage, retention, disclosure, transfer, disposal or other processing of Personal Information. True and correct copies of all such privacy policies have been made available to Purchaser. Such privacy policy and all materials distributed or marketed by the Company have at all times included all information and made all disclosures to users or customers required by all Privacy Laws and Requirements, and none of such disclosures made or contained in any such privacy policy or in any such materials has been inaccurate, misleading or deceptive or in violation of any Privacy Laws and Requirements.

(r)    To the Company’s Knowledge, there is no complaint to, or any audit, proceeding, investigation (formal or informal) or claim currently pending against, the Company by any private party, the Federal Trade Commission, any state attorney general or similar state official, or any other Governmental Authority, foreign or domestic, with respect to the collection, use, retention, disclosure, transfer, storage or disposal of Personal Information. The Company has at all times taken all steps reasonably necessary (including implementing and monitoring compliance with adequate measures with respect to technical and physical security) to protect Personal Information against loss and against unauthorized access, use, modification, disclosure or other misuse. To the Company’s Knowledge, there has been no unauthorized access to, disclosure of, appropriation of and/or any other misuse of any Personal Information nor has there been any breach in security of any of Company IT Systems used to store or otherwise process any Personal Information.

(s)    Section 2.7(s) of the Disclosure Schedule: (i) sets out a description of all Personal Information that the Company and all third parties acting on its or their behalf has transferred from one country to another and, in each instance, identifies the exporting and importing countries, (ii) identifies the data exporter and data importer, (iii) describes the purposes of each cross-border data transfer and (iv) describes the legal basis under which each of the data transfers were made. Except as disclosed in Section 2.7(s) of the Disclosure Schedules neither the Company nor any third party acting on its behalf has transferred any Personal Information across any international borders.

(t)    All Company IT Systems have been properly maintained by technically competent personnel, in accordance with standards set by the manufacturers or otherwise in accordance with standards prudent in the industry, to ensure proper operation, monitoring and use. The Company IT Systems are in good working condition to effectively perform all information technology operations necessary to conduct the business of the Company as currently conducted and as contemplated to be conducted immediately after the Closing. The Company has not experienced within the past five (5) years any material disruption to, or material interruption in, the conduct of business, including any event, disruption or defect that resulted in the provision of service level credits or the like to any counterparty under any contract, that is attributable to a defect, bug, breakdown or other failure or deficiency of the Company IT Systems. The Company has taken commercially reasonable measures to provide for the back-up and recovery of the data and information necessary to the conduct of the business of the Company (including such data and information that is stored on magnetic or optical media in the ordinary course) without material disruption to, or material interruption in, the conduct of the business of the Company.

(u)    The Company has established and is in compliance with a written information security program that: (i) includes administrative, technical and physical safeguards reasonably designed to safeguard the security, confidentiality, and integrity of transactions and Personal Information; and (ii) is reasonably designed to protect against unauthorized access to the Company IT Systems or Personal Information and the systems of any third party service providers that have access to Company IT Systems and/or Personal Information. To the Company’s Knowledge, no breach or violation of any security program described above has occurred or is, to the Company’s Knowledge, threatened.

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2.8 Products.

(a)    The DivvyCloud Cloud Management Platform (the “Product”) conforms in all material respects with its specification, documentation, performance standard, representation or statement made or provided with respect thereto by or on behalf of Company.

(b)    Company has not received written notice from any customer (including any OEM customer, reseller or similar person) or Governmental Authority or consumer organization alleging that the Product does not conform in all material respects with any specification, documentation, performance standard, representation or statement made or provided by or on behalf of Company (except with respect to warranty claims in the ordinary course of business, which shall not include substantial repeated failures of the Product to comply with specifications).

2.9 Contracts and Commitments.

(a)    Section 2.9(a) of the Disclosure Schedules lists each Material Contract. Company has made available to Purchaser on the Diligence Site true, complete and correct copies of the Material Contracts to Purchaser (including without limitation any enforceable written modifications thereto).

(b)    Each of the Material Contracts is enforceable by Company (and after the Closing will be enforceable by the Surviving Corporation) against each other party thereto, in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium, and other laws affecting generally the enforcement of creditors’ rights, and subject to general principles of equity).

(c)    Neither Company nor, to Company’s knowledge, any other party to a Material Contract, is in material default thereunder or in material breach thereof. There exists no event, occurrence, condition or act which constitutes or, with the giving of notice, the lapse of time, would be become a material default by either Company, or to Company’s knowledge, any other party under any Material Contract.

2.10 Customers.

Section 2.10 of the Disclosure Schedules sets forth the name of each of the top ten (10) customers of the Company by revenue during (a) the twelve- (12-) month period ending December 31, 2019, and (b) the three (3)-month period ending March 31, 2020 (collectively, the “Material Customers”). Except as set forth on Section 2.10 of the Disclosure Schedules, no customer has canceled or otherwise terminated its relationship with the Company, or materially decreased its usage or purchase of the products of the Company since January 1, 2019. Except as set forth on Section 2.10 of the Disclosure Schedules, to the Company’s Knowledge, no customer intends to terminate, cancel or otherwise modify its relationship with the Company (or with Purchaser post-Closing) or to decrease or limit its usage, purchase or distribution of the products of the Company.

2.11 Suppliers.

Section 2.11 of the Disclosure Schedules sets forth the name of each of the top ten (10) suppliers (each, a “Supplier”) of the Company by gross expenditure paid to such Supplier (a) during the twelve- (12-) month period ending December 31, 2019 and (b) during the three (3)-month period ending March 31, 2020. No Supplier has canceled or otherwise terminated its relationship with the Company or materially decreased the services, products or materials made available to the Company since January 1, 2019. To the Company’s Knowledge, no Supplier intends to terminate, cancel or otherwise materially modify its relationship with the Company (or with Purchaser post-Closing) or to materially decrease or limit the services, products or materials made available to the Company.

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2.12 Insurance.

Section 2.12 of the Disclosure Schedules discloses each insurance policy (including fire, theft, casualty, comprehensive general liability, workers compensation, business interruption, environmental, product liability and automobile insurance policies and bond and surety arrangements) to which Company is a party, a named insured or otherwise the beneficiary of coverage as of the Agreement Date, all of which are in full force and effect. Except as set forth on Section 2.12 of the Disclosure Schedules, there is no pending claim under any such policy with respect to which an insurer has, in a written notice to Company, questioned, denied or disputed coverage. All premiums due and payable under all such policies have been paid, Company is not liable for retroactive premiums or similar payments, and Company is otherwise in compliance in all material respects with the terms of such policies. Company has no knowledge of any threatened termination of, or material premium increase with respect to, any such policy. Except as set forth on Section 2.12 of the Disclosure Schedules, each such policy will continue to be enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing. Section 2.12 of the Disclosure Schedules discloses all claims asserted by Company pursuant to any insurance policy and describes the nature and status of each such claim.

2.13 Employees.

(a)    Section 2.13(a) of the Disclosure Schedules contains a complete and accurate list of all of the officers and other employees of the Company, describing for each such employee the position or title, whether classified as exempt or non-exempt for wage and hour purposes, annualized base salary or hourly wage (as applicable), annual commission opportunity and bonus potential, average scheduled hours per week, date of hire, business location, status (i.e., active or inactive and if inactive, the estimated duration), accrued vacation, and the total amount of bonus, severance and other amounts, if any, owed to such employee as of the Closing or otherwise in connection with the transactions contemplated hereby. Section 2.13(a) of the Disclosure Schedules also contains a complete and accurate list of all of the independent contractors, consultants, temporary employees or leased employees of the Company other than employees (“Contingent Workers”), showing for each Contingent Worker such individual’s role in the business, fee or compensation arrangements, notice requirements to terminate the agreement, and other contractual terms with the Company. Except as contemplated by this Agreement or as set forth on Section 2.13(a) of the Disclosure Schedules, (i) to the Knowledge of the Company, no officer or key employee, or group of employees or Contingent Workers, has expressed any plans to terminate his, her or their employment or service arrangement with the Company and (ii) in the past twelve (12) months no officer’s or key employee’s employment with the Company has been terminated for any reason.

(b)    (i) The Company is, and for the past six (6) years has been, in material compliance with all applicable laws and regulations respecting labor, employment, fair employment practices, work place safety and health, workers’ compensation, unemployment compensation, terms and conditions of employment, and wages and hours; (ii) the Company is not delinquent in any payments to any employee or Contingent Worker for any wages, salaries, commissions, bonuses, fees or other direct compensation due with respect to any services performed for it or amounts required to be reimbursed to such employees or Contingent Workers; (iii) there are no, and within the past six (6) years there has been no written complaint alleging a violation of the Company’s employment policies, litigation, arbitration, governmental audits, governmental investigations or charges with respect to employment or labor matters (including allegations of employment discrimination, retaliation, or unfair labor practices, and noncompliance with wage and hour laws) pending or, to the knowledge of the Company, threatened against the Company in any judicial, regulatory or administrative forum, under any private dispute resolution procedure; (iv) none of the employment policies or practices of the Company is currently being audited or investigated or has been audited or investigated within the past six (6) years; (v) neither the Company nor any of its officers, is, or within the past three (3) years has been, subject to any order, decree, injunction or judgment by any Governmental Authority or private settlement contract in respect of any labor or employment matters; (vi) the Company is in compliance with the requirements of the Immigration Reform Control Act of 1986; (vii) all employees are employed at-will and no employee is subject to any employment

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contract with the Company, whether oral or written; and (viii) the Company is not a government contractor or subcontractor for purposes of any law with respect to the terms and conditions of employment.

(c)    To the extent that any Contingent Workers are used, the Company has properly classified and treated them in accordance with applicable laws and for purposes of all wage, hour, classification and tax laws and regulations and employee benefit plans and perquisites. The Company currently classifies and has properly classified each of its employees as exempt or non-exempt for the purposes of the Fair Labor Standards Act and state, local and foreign wage and hour laws, and is and has been otherwise in compliance with such laws.

(d)    There is no, and during the past three (3) years there has not been, any labor strike, picketing of any nature, organizational campaigns, labor dispute, slowdown or any other concerted interference with normal operations, stoppage or lockout pending or, to the Knowledge of the Company, threatened against or affecting the Company; (i) the Company does not have any duty to bargain with any union or labor organization or other person purporting to act as exclusive bargaining representative (“Union”) of any employees or Contingent Workers with respect to the wages, hours or other terms and conditions of employment of any employee or Contingent Worker; (ii) there is no collective bargaining agreement or other contract with any Union, or work rules or practices agreed to with any Union, binding on the Company, or being negotiated, with respect to the Company’s operations or any employee or Contingent Worker; and (iii) the Company has not engaged in any unfair labor practice.

(e)    The Company has not experienced a “plant closing,” “business closing,” or “mass layoff” or similar group employment loss as defined in the federal Worker Adjustment and Retraining Notification Act (the “WARN Act”) or any similar state, local or foreign law or regulation affecting any site of employment of the Company or one or more facilities or operating units within any site of employment or facility of the Company. During the ninety (90) day period preceding the date hereof, no employee or Contingent Worker has suffered an “employment loss” as defined in the WARN Act with respect to the Company.

(f)    Section 2.13(f) of the Disclosure Schedules identifies each employee job title that is subject to a confidentiality, non-competition, non-solicitation and/or invention assignment agreement with the Company and includes a form of each such agreement.

2.14 Employee Benefit Plans.

(a)    Section 2.14(a) of the Disclosure Schedules lists each benefit plan, program, arrangement and contract (including, without limitation, any “employee benefit plan”, as defined in Section 3(3) of ERISA), maintained or contributed to by Company for or with respect to any of its current or former employees, officers, directors or independent contractors, or with respect to which Company could incur liability under Section 4069, 4201 or 4212(c) of ERISA (the “Benefit Plans”).

(b)    No Benefit Plan promises or provides retiree medical or life insurance benefits to any person. Each Benefit Plan intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the IRS to the effect that it is so qualified and, to the Company’s Knowledge, nothing has occurred since the date of such letter to affect the qualified status of such plan. Each Benefit Plan has been operated in accordance with its terms and the requirements of applicable Legal Requirement. No Benefit Plan is (i) subject to Title IV of ERISA, and Company has not incurred, nor not reasonably expects to incur, any direct or indirect liability under or by operation of Title IV or ERISA, (ii) a multiemployer plan (as defined in Section 3(37) of ERISA), (iii) a funded welfare benefit plan within the meaning of Section 419 of the Code, (iv) a “multiple employer plan” (within the meaning of Section 210 of ERISA or Section 413(c) of the Code), or (v) a “multiple employer welfare arrangement” (as such term is defined in Section 3(40) of ERISA).

(c)    With respect to each Benefit Plan, to the Company’s Knowledge, no event has occurred and there exists no condition or set of circumstances, in connection with which Company could be subject to any liability under the terms of such Benefit Plans, ERISA, the Code or any other applicable Legal Requirement.

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(d)    The Company’s obligation to contribute to each Benefit Plan is terminable unilaterally by Company at any time without liability or expense to Company or such Benefit Plan as a result thereof (other than for benefits accrued through the date of termination or amendment and reasonable administrative expenses related thereto) and no Benefit Plan, plan documentation or agreement, summary plan description or other written communication distributed generally to employees by its terms prohibits Company from terminating any such Benefit Plan, or in any way limit such action.

(e)    Except as listed on Section 2.14(e) of the Disclosure Schedules, no Benefit Plan or other contract, agreement, plan or arrangement covering any one or more individuals contains any provision or is subject to any applicable Legal Requirement that, in connection with the Merger or any of the other transactions contemplated by this Agreement or upon related, concurrent or subsequent employment termination, or in combination with any other action by the Company before Closing, would (i) increase, accelerate or vest any compensation or benefit, except as required by Legal Requirement with respect to the termination of any Benefit Plan, (ii) require severance, termination or retention payments, (iii) provide any term of employment or compensation guaranty, (iv) forgive any indebtedness, (v) require or provide any payment or compensation subject to the excess taxes and loss of deduction arising under Sections 280G and 4999 of the Code (and no such payment or compensation has previously been made), (vi) promise or provide any Tax gross ups or indemnification, whether under Sections 280G or 409A of the Code or otherwise or (vii) measure any values of benefits on the basis of any of the transactions contemplated hereby. Except as listed on Schedule Section 2.14(e) of the Disclosure Schedules, and other than the proposed retention award and performance award pursuant to Sections 1.10(b)(vii) and (viii) and Section 4.4 of this Agreement to be made by Purchaser, no stockholder, employee, officer or director of Company has been promised or paid any bonus or incentive compensation related to the transactions contemplated hereby.

(f)    Each Benefit Plan that is a “nonqualified deferred compensation plan” (as defined in Code Section 409A(d)(1)) is and has been in compliance in all material respects with, or is otherwise exempt from, Code Section 409A. No corrections of violations of Code Section 409A have occurred. No Benefit Plan that is a “nonqualified deferred compensation plan” has been materially modified in violation of Section 409A. No stock option has any feature for the deferral of compensation.

(g)    The treatment of Company Options and Company Warrants as provided in Section 1.5 does not violate any provision of the Company Stock Plan, any plan grant agreement, or any Legal Requirement. No holder of a Company Option or Company Warrant was denied an opportunity to exercise his or her Company Option or Company Warrant prior to the Closing.

2.15 Taxes.

(a)    Company has properly filed on a timely basis all material Tax Returns that it was required to file, and all such Tax Returns are true, correct and complete in all respects and were prepared in compliance with all applicable Legal Requirements. Company has paid on a timely basis all Taxes, whether or not shown on any Tax Return, that were due and payable. All unpaid Taxes of Company for all Tax periods commencing after the date of the Interim Balance Sheet arose in the ordinary course of business.

(b)    All Taxes that Company is or was required by Legal Requirement to withhold or collect have been timely withheld or collected and, to the extent required, have been properly paid to the appropriate Governmental Authority, and Company has complied in all material respects with all information reporting and backup withholding requirements, including the maintenance of required records with respect thereto, in connection with amounts paid to any employee, independent contractor, creditor, or other third party.

(c)    Company has never been a member of an affiliated group with which it has filed (or been required to file) consolidated, combined, unitary or similar Tax Returns. Company (i) has no liability under Treasury Regulation Section 1.1502-6 (or any comparable or similar provision of federal, state, local or foreign

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Legal Requirement), as a transferee or successor or pursuant to any contractual obligation or any Taxes of any Person other than Company, and (ii) is not a party to or bound by any Tax indemnity, Tax sharing or Tax allocation, in each case, other than a Commercial Tax Agreement.

(d)    Company has made available to Purchaser on the Diligence Site: (i) complete and correct copies of all income and all other Tax Returns of Company for each of the last three (3) taxable years, (ii) complete and correct copies of all private letter rulings, revenue agent reports, information document requests, notices of proposed deficiencies, deficiency notices, protests, petitions, closing agreements, settlement agreements, pending ruling requests and any similar documents submitted by, received by, or agreed to by or on behalf of Company relating to Taxes for all taxable periods for which the statute of limitations on assessments has not yet expired, and (iii) complete and correct copies of all agreements, rulings, settlements or other Tax documents with or from any Governmental Authority relating to Tax incentives of Company.

(e)    Except as set forth on Section 2.15(e) of the Disclosure Schedules, no examination or audit or other action of or relating to any Tax Return of Company by any Governmental Authority is currently in progress or threatened or to Company’s knowledge, contemplated. No deficiencies for Taxes of Company have been claimed, proposed or assessed in writing by any Governmental Authority for the taxable periods for which the statute of limitations on assessments has not yet expired, and there are no outstanding deficiencies for prior taxable periods. Company has not been informed in writing by any jurisdiction in which Company does not file a Tax Return that the jurisdiction believes that Company was required to file any Tax Return that was not filed or is subject to Tax in such jurisdiction. Except as set forth on Section 2.15(e) of the Disclosure Schedules, Company has not (i) waived any statute of limitations with respect to Taxes or agreed to extend the period for assessment or collection of any Taxes, which waiver or extension is still in effect, (ii) requested any extension of time within which to file any Tax Return, which Tax Return has not yet been filed, or (iii) executed or filed any power of attorney with any taxing authority, which is still in effect (other than authorizations to contact Tax Return preparers that were included in Tax Returns filed by Company).

(f)    Except as set forth on Section 2.15(f) of the Disclosure Schedules, Company has not made any payment, nor is obligated to make any payment, nor is a party to any agreement, contract, arrangement or plan that could obligate it to make any payment that may be treated as an “excess parachute payment” under Section 280G of the Code (without regard to Section 280G(b)(5) of the Code).

(g)    Company will not be required to include any item of income in, or exclude any item of deduction from, taxable income for any period (or any portion thereof) ending after the Closing Date as a result of (i) any adjustments under Section 481 of the Code (or any similar adjustments under any provision of the Code or the corresponding foreign, state or local Tax Law) as a result of transactions, events or accounting methods employed prior to the Closing Date, (ii) deferred intercompany gain or any excess loss account described in Treasury Regulations under Section 1502 of the Code (or any corresponding provision of state, local or foreign Tax Law) in connection with a transaction consummated prior to the Closing Date, (iii) closing agreement as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign Tax Law) executed on or prior to the Closing Date, (iv) installment sale or open transaction disposition made on or prior to the Closing Date, (v) prepaid amount received on or prior to the Closing Date, or (vi) an election made pursuant to Section 108(i) of the Code on or prior to the Closing Date.

(h)    Company has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(l)(A)(ii) of the Code.

(i)    Company has not distributed to its shareholders or security holders stock or securities of a controlled corporation, nor has stock or securities of Company been distributed, in a transaction to which Section 355 of the Code applies (i) in the two years prior to the date of this Agreement or (ii) in a distribution that could otherwise constitute part of a “plan” or “series of related transactions” (within the meaning of Section 355(e) of the Code) that includes the transactions contemplated by this Agreement.

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(j)    There are no Encumbrances with respect to Taxes upon any of the assets of Company, other than with respect to Taxes not yet due and payable or the validity of which are being contested in good faith by appropriate proceedings.

(k)    Section 2.15(k) of the Disclosure Schedules discloses (i) each jurisdiction in which Company is required to file or has been required to file a Tax Return for any taxable period since inception and (ii) each jurisdiction that has sent written notices or communications requesting information relating to Company’s nexus with such jurisdiction for any taxable period since inception. Section 2.15(k) of the Disclosure Schedules discloses all Tax Returns (and their respective due dates without regard to extensions) required to be filed by Company for periods beginning before the Closing Date that will not be filed on or before the Closing Date.

(l)    Company (i) is not a party to any joint venture, partnership, or other arrangement that is treated as a partnership for federal income Tax purposes, (ii) has not made an entity classification (“check-the-box”) election under Section 7701 of the Code with respect to Company, (iii) is not a stockholder of a “controlled foreign corporation” as defined in Section 957 of the Code (or any similar provision of state Legal Requirement), and (iv) is not a stockholder in a “passive foreign investment company” within the meaning of Section 1297 of the Code.

(m)    Company has never had a permanent establishment in any foreign country as defined in any applicable Tax treaty or convention between the United States and such foreign country.

(n)    Company has not engaged in any “reportable transaction” as set forth in Treasury Regulation section 1.6011-4(b) or a “listed transaction” as set forth in Treasury Regulation section 301.6111-2(b)(2) or any analogous provision of state or local Legal Requirement. Company has disclosed on its federal income Tax Returns all positions taken therein that could give rise to a substantial understatement of federal income Tax within the meaning of Section 6662(d)(1)(B) of the Code.

(o)    Company is not a party to a gain recognition agreement under Section 367 of the Code.

2.16 Litigation; Compliance with Legal Requirements.

(a)    Except as provided in Section 2.16(a) of the Disclosure Schedules, there is no suit, litigation, arbitration, claim, action, governmental investigation or legal, administrative or regulatory proceeding pending, or to Company’s knowledge, threatened, against Company or to which its properties is or would be subject.

(b)    Company has not in the past been nor is presently in violation of, in respect of operations, real property, machinery, equipment, all other tangible property, practices and all other aspects of its businesses, any Legal Requirement, in any material respect. Company has not received any written notification of any asserted present or past failure of it to comply with any of such Legal Requirements.

(c)    Company has complied with all Legal Requirements relating to environmental matters (“Environmental Laws”) including, but not limited to: air pollution; water pollution; noise control; on-site or off-site solid or hazardous waste storage, treatment, discharge, disposal or recovery; toxic and hazardous chemical reporting; or employee safety and hazardous material use, generation, reliance, transportation, and reporting provisions. No notice of violation of or potential liability resulting from any such Environmental Laws, or orders with respect thereto, has been received, nor is any such notice pending or to Company’s knowledge threatened. No underground or above ground storage tanks are or have been located on the real properties owned, operated or previously owned or operated by Company. Company is not aware of any generation, treatment, storage, transfer, disposal, release or threatened release in, at, from or on such real properties of toxic or hazardous substances by any current or previous owner or tenant of such real properties.

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2.17 No Conflict or Violation; Consents.

(a)    Except as set forth on Section 2.17(a) of the Disclosure Schedules, the execution, delivery and performance of this Agreement by Company shall not result in (i) a violation of or a conflict with any provision of the certificate of incorporation or bylaws of Company, (ii) a breach of or a default under any provision of, or result in the acceleration of any obligations under, any Material Contract or any material indebtedness, encumbrance, commitment, license, franchise, permit, authorization or consent to which Company is a party or by which Company is bound, (iii) a violation by Company of any applicable Legal Requirement or any rule, order or judgment of any court or other Governmental Authority or (iv) the creation of an Encumbrance on any of Company’s assets.

(b)    Except as set forth on Section 2.17(b) of the Disclosure Schedules, and except for the filing of the certificate of merger under the DGCL, no consent, approval or authorization of, or declaration, filing or registration with, any Governmental Authority or any other Person is required to be made or obtained by Company in connection with the execution, delivery and performance by Company of this Agreement.

2.18 HSR Act Compliance

(a)    Company is not engaged in manufacturing as defined by the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and all regulations promulgated thereunder (the “HSR Act”).

(b)    As of the Agreement Date, Company’s total assets do not exceed the current threshold of $18.8 million, both under Section 18a (a)(2)(B)(ii)(II) and (III) of the HSR Act.

2.19 Certain Interests.

(a)    Except as set forth on Section 2.18 of the Disclosure Schedules, none of the Stockholders or their Affiliates or any officer or director of Company (each a “Related Party”):

(i)    has any direct or indirect financial interest in any competitor, supplier or customer of Company, provided, however, that the ownership of securities representing no more than five percent (5%) of the outstanding voting power of any competitor, supplier or customer, and which are listed on any national securities exchange or traded actively in the national over-the-counter market, shall not be deemed to be a “financial interest” so long as the person owning such securities has no other connection or relationship with such competitor, supplier or customer;

(ii)    owns, directly or indirectly, in whole or in part, or has any other interest in any tangible or intangible property which Company uses or has used in the conduct of its business or otherwise; or

(iii)    has outstanding any indebtedness to Company.

(b)    Except for the payment of employee compensation in the ordinary course of business, Company has no liability or any other obligation of any nature whatsoever to any Related Party.

2.20 Certain Business Practices; FCPA.

(a)    Neither Company, nor, to Company’s knowledge, any affiliates of Company or any director, officer, employee, agent or representative of any of Company or its Affiliates, has (i) made, offered, promised, authorized or approved any unlawful payment, whether in the form of a bribe, kickback, rebate, payoff, influence payment or otherwise, to any government official (including any officer or employee of a government or government-owned or controlled entity, all of the foregoing being referred to as “Government Officials”), or to any other person while knowing that all or some portion of the money or value was or will be offered, given or promised to a Government Official, to influence official action or secure an improper advantage or (ii) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political

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activity, and (iii) Company, and to Company’s knowledge, the Affiliates of Company, have conducted their businesses in compliance with the Foreign Corrupt Practices Act of 1977, as amended, and all other applicable anti-corruption laws, anti-bribery laws, and import-export laws.

(b)    No natural person who is an owner of Company is a “foreign official” within the meaning of the Foreign Corrupt Practices Act of 1977.

(c)    Neither Company nor any of its agents acting or benefiting in any capacity in connection with this Agreement is any of the following: (i) a “Blocked Person” listed in the Annex to Executive Order No. 13224; (ii) a Person owned or controlled by, or acting for or on behalf of, a Blocked Person listed in the Annex to the Executive Order No. 13224; (iii) a Person that is named as a “specially designated national” on the most current list published by the U.S. Treasury Department, Office of Foreign Assets Control at its official website.

(d)    Neither Company nor any of its agents acting in any capacity in connection with this Agreement or the transactions contemplated hereby (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Blocked Person or (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order No. 13224.

2.21 Brokers.

Company has not entered into any agreement with any Person which will result in the obligation of Purchaser or Company to pay any finder’s fee, brokerage commission or similar payment in connection with the transaction contemplated by this Agreement, except for DC Advisory, whose fees shall be included in the Closing Transaction Expenses.

3. REPRESENTATIONS AND WARRANTIES OF PURCHASER AND MERGER SUB.

Purchaser and Merger Sub hereby represent and warrant, on a joint and several basis to Company, except as set forth in the correspondingly numbered Disclosure Schedules, which exceptions shall be deemed to be disclosure with respect to all other representations or sections or subsections of the Disclosure Schedules to which applicability of such disclosure would be reasonably apparent on its face to a reader without independent knowledge of the matter being disclosed and shall be deemed to be part of the representations and warranties made hereunder, as follows as of the Closing Date:

3.1 Status.

Each of Purchaser and Merger Sub (i) is an Entity duly incorporated, validly existing and in good standing under the laws of the State of Delaware, (ii) has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and (iii) has full power and authority to conduct its business which is presently being conducted and to own or lease its assets.

3.2 Authorization.

Each of Purchaser and Merger Sub has all necessary corporate power and corporate authority and has taken all corporate action necessary to execute, deliver and perform this Agreement. The execution, delivery and performance of this Agreement have been duly authorized by the members, managers or boards of directors as applicable of Purchaser, Merger Sub and all other requisite corporate/organizational action.

3.3 Enforceable.

This Agreement has been duly executed and delivered by each of Purchaser and Merger Sub and is a legal, valid and binding obligation of each of Purchaser and Merger Sub, enforceable against each of Purchaser and

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Merger Sub in accordance with its terms, except that the validity, binding effect or enforceability of this Agreement may be limited or otherwise affected by (i) any bankruptcy, insolvency or other similar Legal Requirement affecting the enforcement of creditors’ rights and remedies generally or (ii) principles of equity.

3.4 No Conflict or Violation.

The execution, delivery and performance of this Agreement by each of Purchaser and Merger Sub shall not result in (i) a violation of or a conflict with any provision of the organizational documents of Purchaser or Merger Sub, (ii) a breach of or a default under any provision of, or result in the acceleration of any obligations under, any material agreement, contract, indebtedness, encumbrance, commitment, license, franchise, permit, authorization or consent to which Purchaser or Merger Sub is a party or by which Purchaser or Merger Sub is bound, or (iii) a violation by Purchaser or Merger Sub of any applicable Legal Requirement or any rule, order or judgment of any court or other Governmental Authority.

3.5 Consents.

Except for the filing of the certificate of merger under the DGCL, and assuming the accuracy of the representations made by the Company in Section 2.18 of this Agreement, no consent, approval or authorization of, or declaration, filing or registration with, any Governmental Authority or any other Person is required to be made or obtained by Purchaser or Merger Sub in connection with the execution, delivery and performance of this Agreement.

3.6 Merger Sub Activities; Capitalization.

Merger Sub was organized solely for the purpose of entering into this Agreement and consummating the transactions contemplated hereby and has not engaged in any activities or business, and has incurred no liabilities or obligations whatsoever, in each case, other than those incident to its organization and the execution of this Agreement and the consummation of the transactions contemplated hereby. All of the issued and outstanding capital stock of Merger Sub are, and immediately prior to the Effective Time will be, owned by Purchaser or a direct or indirect wholly-owned subsidiary of Purchaser.

3.7 CFIUS and FIRRMA Matters.

The Purchaser and Ultimate Parent represent and warrant that neither is owned nor controlled by any foreign person within the meaning of the CFIUS regulations (31 C.F.R. Part 800.208).

3.8 Equity Consideration Matters.

All Ultimate Parent Shares to be issued to the Retained Key Owners will be, when issued in accordance with the terms of this Agreement, duly authorized, validly issued, fully paid and nonassessable and subject to no preemptive or similar rights and issued in compliance with all applicable federal and state securities laws.

3.9 No Brokers.

Neither Purchaser nor Merger Sub has entered into any agreement with any Person that will result in the obligation of Purchaser, Merger Sub or Company to pay any finder’s fee, brokerage commission or similar payment in connection with the transaction contemplated by this Agreement.

4. COVENANTS.

4.1 Conduct of the Business Pending the Closing.

Except for any action contemplated by this Agreement, Company covenants and agrees that between the date of this Agreement and the earlier of the Effective Time or the termination of this Agreement in accordance

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with Section 7, unless Purchaser shall otherwise expressly agree in writing, Company shall not take any action (or fail to take any action) which would result in a Material Change; provided, however, the Parties acknowledge and agree that the Company has had to make and may have to make changes to its operations to address and adopt to the COVID-19 virus.

4.2 Access and Investigation.

Company shall, upon reasonable notice, during normal business hours, and subject to the restrictions contained in any confidentiality agreements to which the Company is subject, cause its Representatives to: (a) provide Purchaser and Purchaser’s Representatives with reasonable access to Company’s Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to its business; and (b) provide Purchaser and Purchaser’s Representatives with copies of such existing books, records, Tax Returns, work papers and other documents and information relating to its business, and with such additional financial, operating and other data and information regarding its business, as Purchaser may reasonably request, and in the case of both (a) and (b), in a manner so as to not interfere with the normal business operations of the Company. Notwithstanding anything to the contrary in this Agreement, the Company shall not be required to disclose any information to Purchaser, Ultimate Parent, or any of their respective Representatives if such disclosure would, in the reasonable opinion of counsel, be reasonably likely to (x) jeopardize any attorney-client or other legal privilege or (y) contravene any Legal Requirements, fiduciary duty or binding agreement entered into prior to the date hereof.

4.3 Customer Consents.

(a)    The Company will contact the customers of the Company identified on Section 2.17(a)(ii) of the Disclosure Schedules and will use reasonable commercial efforts to seek the consents identified therein, and the Company will provide the notices to the customers of the Company identified in Section 2.17(a)(ii) of the Disclosure Schedules.

(b)    During the period from the Agreement Date until the earlier of the Effective Time or the termination of this Agreement in accordance with its terms, Purchaser and Ultimate Parent shall work cooperatively and in good faith with the Company to maintain good relationships with such customer, supplier, distributor or other material business relation of Company.

4.4 Retention Awards; Performance Benefits. Following the Agreement Date, the Purchaser shall use its good faith efforts to enter the following retention award agreements:

(a)    With the employees identified in the Retention RSU Notice, retention award agreements for Retention RSUs, the general terms and amounts of which are set forth in Exhibit G, with an aggregate amount equal to the Retention Amount; and

(b)    With the employees identified in the Performance RSU Notice, performance award agreements for Performance RSUs , the general terms and amounts of which are set forth in Exhibit H, with an aggregate amount equal to the Performance Amount.

4.5 Negative Covenants.

Except as otherwise contemplated or permitted by this Agreement, as otherwise required pursuant to applicable Legal Requirements, or as otherwise required pursuant to the Material Contracts or the Company’s certificate of incorporation or bylaws, from the date of this Agreement until the Closing, Company shall not, without the prior written consent (including by e-mail) of Purchaser (which consent shall not be unreasonably withheld or delayed), directly or indirectly:

(a)    amend, modify or supplement its certificate of incorporation or bylaws;

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(b)    split, combine or reclassify any of its capital stock or equity interests or issue or authorize the issuance of any securities in respect of, in lieu of, or in substitution of its capital stock or equity interests or repurchase, redeem or otherwise acquire any of its capital stock or equity interests, except as expressly contemplated by this Agreement;

(c)    enter into any transactions, Contracts, arrangements or understandings with any Related Party;

(d)    take or omit to take any action that could reasonably be expected to have a Material Adverse Effect;

(e)    delay or postpone the payment of accounts payable and other Liability or obligations or accelerate the collection of accounts receivable, or write-down the value of any asset or write-off as uncollectible any accounts or notes receivable;

(f)     (i) enter into, terminate, amend or otherwise modify or waive any of the material terms of, any (x) Material Contract, except in the ordinary course of business, (y) collective bargaining agreement, labor contract or similar agreement or arrangement with any labor union, trade union or works council or (z) leases with respect to real property, or (ii) release any Person who had been seeking to acquire capital stock or equity interests or a significant portion of the assets of the Company from any confidentiality or similar agreement, or modified or waived any material provision of any such agreement, with such Person;

(g)    (i) other than the payment of the Pre-Closing Bonuses, adopt, amend, modify or terminate any bonus, profit-sharing, incentive, severance or other Benefit Plan, Contract or commitment for the benefit of any employee; (ii) increase the compensation or other benefits payable or provided to any employee, except in the ordinary course of business; or (iii) grant any equity or equity based awards;

(h)    repay any outstanding Indebtedness outside of the ordinary course of business;

(i)    make or change any Tax election, change an annual accounting period, adopt or change any accounting method with respect to Taxes, file any amended Tax Return, enter into any closing agreement, settle or compromise any proceeding with respect to any Tax claim or assessment relating to the Company, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Company, or take any other similar action relating to the filing of any Tax Return or the payment of any Tax;

(j)    declare, set aside, make or pay any dividend or other distribution in respect of capital stock or equity interests of the Company, unless the record and payment dates thereof, and satisfaction of all payment obligations therefor, occurs prior to the Closing Date;

(k)    sell, assign, license, pledge, transfer or dispose of, or grant or take any action that will create an Encumbrance on, any assets, rights or properties;

(l)    acquire (by way of merger, consolidation or acquisition) the equity interests or assets of any Person, or obtain control, directly or indirectly, of any interest in any Person or the right to acquire any stock or interest in any other Person or in any business, or enter into any joint venture, partnership or similar arrangement;

(m)    make or enter into any commitment for an capital expenditures in excess of $10,000 for any individual commitment or $25,000 in the aggregate, to the extent that such commitments will not be satisfied prior to the Closing Date;

(n)    incur or guarantee any Indebtedness, issue or sell any debt securities or warrants or other rights to acquire debt securities, or enter into any arrangement having the economic effect of any of the foregoing;

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(o)    pay or agree to pay in settlement, or compromise or waive any rights under or pursuant to, any Legal Proceedings of liability against the Company;

(p)    change the accounting methods or accounting practices followed by the Company or change the depreciation or amortization policies or rates;

(q)    cancel or terminate any insurance policy or cause any of the coverage thereunder to lapse;

(r)    grant any registration rights with respect to the equity interests of the Company;

(s)    institute any general layoff of employees or implement any early retirement plan or announce the planning of such a program; or

(t)    enter into any agreement or make any commitment to take any of the types of actions described in any of subsections (a) through (s) above.

4.6 Regulatory Approvals.

Purchaser and the Company shall promptly inform each other of any communication from any Governmental Authority regarding any of the transactions contemplated by this Agreement in connection with any filings or investigations with, by or before any Governmental Authority relating to this Agreement or the transactions contemplated hereby, including any proceedings initiated by a private party. If any Party or any Affiliate of any Party receives a request for additional information or documentary material from any Governmental Authority with respect to the transactions contemplated by this Agreement pursuant to any antitrust law with respect to which any filings have been made, then the Party receiving such a request shall use its commercially reasonable efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other Parties, an appropriate response in compliance with such request. In connection with and without limiting the foregoing, to the extent reasonably practicable and unless prohibited by applicable Legal Requirements or by the applicable Governmental Authority, the Purchaser and the Company agree to (i) give the other reasonable advance notice of all meetings or teleconferences with any Governmental Authority relating to the transactions contemplated by this Agreement, (ii) give the other an opportunity to participate in each of such meetings or teleconferences, (iii) keep the other reasonably apprised with respect to any oral communications with any Governmental Authority regarding the transactions contemplated by the Agreement, (iv) cooperate in the filing of any analyses, presentations, memoranda, briefs, arguments, opinions or other written communications explaining or defending the transactions contemplated hereby, articulating any regulatory or competitive argument and/or responding to requests or objections made by any Governmental Authority, and (v) provide the other with a reasonable advance opportunity to review and comment upon, and consider in good faith the views of the other with respect to, all substantial written communications (including any analyses, presentations, memoranda, briefs, arguments and opinions) with a Governmental Authority regarding the transactions contemplated hereby.

4.7 280G Covenant.

Prior to the Closing, Company shall submit to a stockholder vote, in a manner that satisfies the stockholder approval requirements under Section 280G(b)(5)(B) of the Code and the Treasury Regulations promulgated thereunder, the right of any “disqualified individual” (as defined in Section 280G(c) of the Code) to receive any and all payments (or other benefits) contingent on the consummation of the transactions contemplated by this Agreement (within the meaning of Section 280G(b)(2)(A)(i) of the Code) to the extent necessary so that no payment received by such “disqualified individual” shall be a “parachute payment” under Section 280G(b) of the Code (determined without regard to Section 280G(b)(4) of the Code). Such vote (the “280G Vote Result”) shall establish the disqualified individual’s right to the payment or other compensation if approved by Stockholders, and Company shall obtain any required waivers or consents from the disqualified individual prior to the vote. In

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addition, Company shall provide adequate disclosure to Stockholders that hold voting Company Stock of all material facts concerning all payments to any such disqualified individual that, but for such vote, could be deemed “parachute payments” under Section 280G of the Code in a manner that satisfies Section 280G(b)(5)(B)(ii) of the Code and regulations promulgated thereunder. Purchaser and its counsel shall be given an adequate opportunity to review and comment on all documents required to be delivered to stockholders in connection with such vote and any required disqualified individual waivers or consents, and Company shall reflect all comments of Purchaser or its counsel thereon. Purchaser and its counsel shall be provided copies of all documents executed by the stockholders and disqualified individuals in connection with the vote.

4.8 Exclusivity.

The terms of paragraph 1 of the Exclusivity Agreement dated March 22, 2020 from Ultimate Parent to the Company, are hereby incorporated by reference and the terms of such paragraphs shall continue in full force and effect until the earlier of the Closing and the date that this Agreement is terminated pursuant to its terms.

4.9 Notice of Developments.

To the extent Company has Knowledge of any change or development in respect of events occurring after the date hereof which would cause any of the representations and warranties in Section 2 above not to be true and correct, Company shall promptly (and in any event, within one (1) Business Day) notify Purchaser in writing thereof.

4.10 Directors and Officers Insurance.

Prior to the Effective Time, at the request of Purchaser, Company shall take, or cause to be taken, all actions reasonably necessary to obtain, and satisfy any conditions to the issuance and effectiveness of, a non-cancellable extension of Company’s existing directors’ and officers’ liability insurance policy with a claims reporting or discovery period of at least six (6) years after the Effective Time in respect of acts or omissions occurring prior to the Effective Time, covering each person who is currently covered by Company’s existing directors’ and officers’ liability insurance policy (or who becomes covered under such policy prior to the Effective Time) on substantially comparable terms as Company’s existing directors’ and officers’ liability insurance policy (the “D&O Tail Policy”). Company will provide Purchaser with a copy of the D&O Tail Policy at or prior to the Closing. Any and all costs and expenses incurred by Company in connection with the D&O Tail Policy, including any and all legal and premium costs, applicable surplus lines or premium tax and any other applicable tax, fee or surcharge related to the D&O Tail Policy, shall be the responsibility of Company, and thus shall be included as an Additional Adjustment Item under item (B) thereof.

5. CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER.

The obligations of Ultimate Parent, Purchaser and Merger Sub to effect the Acquisition and otherwise consummate the transactions contemplated by this Agreement are subject to the satisfaction, at or prior to the Closing, of each of the following conditions, unless waived in writing (including by e-mail) by the Purchaser:

5.1 Accuracy of Representations.

(a)    Each of the Fundamental Representations of the Company contained in this agreement and in any certificate delivered pursuant to this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Closing with the same effect as if made at and as of such date or time (other than those Fundamental Representations of the Company made as of a specific date or time which shall be true and correct in all respects as of such date or time);

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(b)    Each of the representations and warranties of the Company contained in Section 2 (other than the Fundamental Representations of the Company) and in any certificate delivered pursuant to this Agreement shall be true and correct in all respects as of the Closing Date as though made on and as of such date (in the case of any representation or warranty qualified by materiality, Material Adverse Effect or similar qualifications, except to the extent such representations and warranties are expressly made as of a specific date, in which case such representations and warranties shall be so true and correct as of such specific date only), except to the extent that the facts, events and circumstances that cause such representations and warranties to not be true and correct as of such dates, individually or in the aggregate, have not had or would not reasonably be expected to have a Material Adverse Effect.

5.2 Covenants.

All of the covenants and obligations that Company is required to comply with or to perform at or prior to Closing shall have been complied with and performed in all material respects.

5.3 Stockholder Approval.

(a)    The principal terms of the Merger shall have been duly approved by the vote of holders of Company Stock representing 85% of the Company Stock entitled to vote with respect thereto.

(b)    The Company shall have received the 280G Vote Result required pursuant to Section 4.6.

5.4 Consents.

The Consents set forth on Section 1.10(a)(x) of the Disclosure Schedules shall have been obtained and shall be in full force and effect.

5.5 Deliverables.

At or prior to the Closing, Company shall have delivered to the Purchaser the following:

(a)    each of the certificates, documents and agreements set forth in Section 1.10(a); and

(b)    a certificate executed by Company stating that the conditions set forth in this Section 5 have been duly satisfied in all material respects.

5.6 No Restraints.

No temporary restraining order, preliminary or permanent injunction or other order preventing the consummation of the Acquisition shall have been issued by any court of competent jurisdiction and remain in effect, and there shall not be any Legal Requirement enacted or deemed applicable to the Acquisition, or any action by a Governmental Authority, that makes consummation of the Acquisition illegal.

5.7 HSR Act Compliance.

Company’s total assets shall not exceed the current threshold of $18.8 million, both under Section 18a(a)(2)(B)(ii)(II) and (III) of the HSR Act, and Purchaser shall have received a certificate executed by Company stating that the conditions set forth in this Section 5.8 is true and correct.

5.8 No Legal Proceedings.

No Person shall have commenced or threatened to commence any Legal Proceeding challenging or seeking the recovery of a material amount of damages in connection with the Acquisition or seeking to prohibit or limit the exercise by Purchaser of any material right pertaining to its ownership of stock of the Surviving Corporation;

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provided, that Purchaser and Merger Sub shall not be entitled to rely on the failure of this condition to be satisfied if such Legal Proceeding was instituted by Purchaser, Ultimate Parent, Merger Sub, or any of their Affiliates.

6. CONDITIONS PRECEDENT TO OBLIGATIONS OF COMPANY.

The obligations of Company to effect the Acquisition and otherwise consummate the transactions contemplated by this Agreement are subject to the satisfaction, at or prior to the Closing, of the following conditions, unless waived in writing (including by e-mail) by the Company:

6.1 Deliverables.

At or prior to the Closing, Purchaser shall have delivered to the Company the following:

(a)    each of the certificates, documents and agreements set forth in Section 1.10(b)(v) through (ix); and

(b)    a certificate executed by Purchaser stating that the conditions set forth in this Section 6 have been duly satisfied in all material respects.

6.2 Accuracy of Representations.

Each of the representations and warranties made by Purchaser and Merger Sub in this Agreement shall have been accurate in all material respects as of the date of this Agreement, and shall be accurate in all material respects as of the Closing Date as if made on the Closing Date.

6.3 Performance of Covenants.

All of the covenants and obligations that Purchaser is required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.

6.4 No Restraints.

No temporary restraining order, preliminary or permanent injunction or other order preventing the consummation of the Acquisition shall have been issued by any court of competent jurisdiction and remain in effect, and there shall not be any Legal Requirement enacted or deemed applicable to the Acquisition, or any action by a Governmental Authority, that makes consummation of the Acquisition illegal.

6.5 R&W Insurance.

Purchaser shall have bound the R&W Insurance and such policy shall be in full force and effect. The R&W Insurance shall provide that, in the event of any payment by the insurer in connection with the R&W Insurance, the insurer shall irrevocably waive any subrogation rights, rights of assignment and rights of contribution it might have against the Equityholder and Company and their respective Affiliates, or any past, present or future direct or indirect parent, shareholder, member, director, officer, employee, agent or partner (or the functional equivalent of any such position) (collectively, the “Seller Insured Parties”), other than with respect to claims of Fraud by a Seller Insured Party, and that the R&W Insurance cannot be amended in any manner adverse to the Seller Insured Parties without the prior written consent of the Equityholder Representative, who, along with each of the Seller Insured Parties, is an express third-party beneficiary under the R&W Insurance.

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7. TERMINATION.

7.1 Termination Events.

(a)    This Agreement may be terminated prior to the Closing:

(i)    by Purchaser if:

(1)    Purchaser reasonably determines that the timely satisfaction of any condition set forth in Section 5 has become impossible (other than as a result of any failure on the part of Purchaser or Merger Sub to comply with or perform any covenant or obligation of Purchaser or Merger Sub set forth in this Agreement), provided, however, that Purchaser has first provided Company written notice of Company’s failure to meet the conditions set forth in Section 5, and Company must have failed to cure such failure within ten (10) Business Days after receipt of such notice; and

(2)    any of the Retained Key Owners ceases to be employed full time by the Company, other than by reason of death or disability;

(3)    the Closing has not taken place on or before May 15, 2020 (other than as a result of any failure on the part of Purchaser to comply with or perform any covenant or obligation of Purchaser set forth in this Agreement).

(ii)    by Company if:

(1)    Company reasonably determines that the timely satisfaction of any condition set forth in Section 6 has become impossible (other than as a result of any failure on the part of Company to comply with or perform any covenant or obligation of Company set forth in this Agreement); and

(2)     the Closing has not taken place on or May 15, 2020 (other than as a result of the failure on the part of Company or any of the Stockholders to comply with or perform any covenant or obligation set forth in this Agreement).

(b)    This Agreement may be terminated prior to the Closing by the mutual written consent of Purchaser and Company. This Agreement may be terminated after the Closing by the mutual written consent of Purchaser and Equityholder Representative.

7.2 Termination Procedures.

If Purchaser wishes to terminate this Agreement pursuant to Section 7.1(a)(i), Purchaser shall deliver to Company a written notice stating that Purchaser is terminating this Agreement and setting forth a brief description of the basis on which Purchaser is terminating this Agreement. If Company wishes to terminate this Agreement pursuant to Section 7.1(a)(ii), Company shall deliver to Purchaser a written notice stating that Company is terminating this Agreement and setting forth a brief description of the basis on which Company is terminating this Agreement.

7.3 Effect of Termination.

If this Agreement is terminated pursuant to Section 7.1, all representations and warranties of the Parties hereto shall expire and all further obligations of the Parties under this Agreement shall terminate; provided, however, that: (a) neither Company nor Purchaser shall be relieved of any obligation or liability arising from any prior breach by such Party of any provision of this Agreement; and (b) the Parties shall, in all events, remain bound by and continue to be subject to the provisions set forth in Section 11.2.

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8. POST-CLOSING COVENANTS.

8.1 Access to Books, Records, Etc.

The Purchaser agrees that, after the Closing, it will, and will cause the Company to cooperate with and make available to the Equityholder Representative during normal business hours and upon reasonable notice, all books and records, properties, information and employees (without disruption of employment) retained and remaining in existence after the Closing Date that are necessary or useful in connection with the tax matters described in Section 8.3 and any inquiry, audit, investigation, dispute, litigation or other proceeding or similar matter, including the preparation of the Closing Adjustment Statement. The Purchaser agrees that it shall, and shall cause the Company to, preserve and keep all books and records of the Purchaser and the Company for a period of at least three (3) years from the Closing Date or such longer period as may be required by any Legal Requirement; provided, that the Purchaser may assign this obligation to the Company if the Purchaser, together with its Affiliates, ceases to own beneficially at least a majority of the outstanding voting securities of the Company and thereafter shall be relieved of this obligation.

8.2 General.

In case at any time after the Closing any further action is necessary to carry out the purposes of this Agreement, each of the Parties shall use reasonable best efforts to take such further action (including the execution and delivery of such further instruments and documents) as any other Party reasonably may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor under Section 9).

8.3 Tax Matters.

(a)    The Equityholder Representative shall cause to be prepared and timely filed, all Tax Returns relating to the Company for all Tax periods ending on or before the Closing Date (except income Tax Returns relating to the Company for the Stub Period (as defined below)) (such Tax periods, the “Pre-Closing Tax Periods”), prepared consistent with past practice and all Legal Requirements, and the Equityholders shall pay all Taxes (including state and federal income and franchise taxes) (and all filing and preparation fees associated therewith) relating to the Company for the Pre-Closing Tax Periods when due and taking into account timely filed extensions. All positions taken on such Pre-Closing Tax Period Tax Returns shall be taken in good faith consistent with applicable Legal Requirements. The Equityholder Representative shall cause to be delivered the Pre-Closing Tax Period Tax Returns to Purchaser at least fifteen (15) Business Days before the filing thereof to review and provide reasonable comments, and the Purchaser and Equityholder Representative will endeavor in good faith to resolve any difference with respect to Pre-Closing Tax Period Tax Returns. If the Equityholder Representative and the Purchaser cannot resolve any such difference after such fifteen (15) Business Day period, then such disputed items shall be submitted to the Neutral Accountant for resolution in accordance with Section 1.12(d) of this Agreement. The Purchaser shall prepare and file, or cause to be prepared and filed, all income Tax Returns relating to the Company attributable to all periods beginning after the Closing Date (“Post-Closing Tax Periods”), and shall pay, or cause to be paid, when due all Taxes relating to the Company attributable to the Post-Closing Tax Periods.

(b)    The Purchaser shall prepare and timely file, or cause to be prepared and timely filed, all income Tax Returns relating to the Company for the stub period starting on January 1, 2020 and ending on the Closing Date (the “Stub Period”), and the Equityholders shall pay all Taxes (including state and federal income and franchise taxes) (and all filing and preparation fees associated therewith) relating to the Company for the Stub Period when due and taking into account timely filed extensions. All positions taken on such Stub Period Tax Returns shall be taken in good faith consistent with applicable Legal Requirements. The Purchaser shall deliver Stub Period Tax Returns at least fifteen (15) days before the filing thereof to the Equityholder Representative for review and reasonable comment, and the Purchaser and Equityholder Representative will endeavor in good faith to resolve any difference with respect to Stub Period Tax Returns. If the Equityholder Representative and the

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Purchaser cannot resolve any such difference after such fifteen (15) Business Day period, then such disputed items shall be submitted to the Neutral Accountant for resolution in accordance with Section 1.12(d) of this Agreement.

(c)    The Parties shall cause, to the maximum extent possible under applicable Legal Requirements, any taxable period of the Company that would otherwise be a Straddle Period to end on the Closing Date. In order to apportion appropriately any Taxes relating to the Straddle Period, Purchaser shall cause the Company, to the extent permitted by Legal Requirements, to elect with the relevant Taxing Authority to treat for all Tax purposes the Closing Date as the last day of the taxable period of the Company. In any case where applicable Legal Requirements does not permit the Company to treat the Closing Date as the last day of the taxable year or period, for purposes of this Agreement, the portion of any Tax payable with respect to a Straddle Period will be allocated between the period of the Straddle Period that extends before the Closing Date through (and including) the Closing Date (the “Pre-Closing Straddle Period”) and the period of the Straddle Period that extends from the day immediately after the Closing Date to the end of the Straddle Period (the “Post-Closing Straddle Period”). The portion of such Tax attributable to the Pre-Closing Straddle Period shall (i) in the case of any Taxes not based on income, gross receipts or profits earned during a Straddle Period, such Taxes shall be deemed to be the amount of such Tax for the entire taxable period (or, in the case of such Taxes determined on arrears basis, the amount of such Taxes for the immediately preceding period) multiplied by a fraction, the numerator of which is the number of days in the taxable year or period ending on the Closing Date and the denominator of which is the number of days in the Straddle Period, and (ii) in the case of any Tax based on or measured by income, gross receipts or profits earned during a Straddle Period, on an interim closing of the books by assuming that the books of the Company were closed at the end of the day on the Closing Date; provided, however, that exemptions, allowances or deductions that are calculated on annual basis, such as the deduction for depreciation, shall be apportioned between the Pre-Closing Straddle Period and the Post-Closing Straddle Period on a daily basis. The Purchaser shall prepare and file (or cause to be prepared and filed) all Tax Returns of the Company for any Straddle Period (“Straddle Return”). All positions taken on such Straddle Return shall be taken in good faith consistent with applicable Legal Requirements. The Purchaser and the Company shall deliver the Straddle Return at least ten (10) Business Days before the filing thereof to the Equityholder Representative to review and consent (such consent not to be unreasonably withheld, conditioned or delayed), and the Purchaser and Equityholder Representative will endeavor in good faith to resolve any difference with respect to Straddle Return. If the Equityholder Representative and the Purchaser cannot resolve any such difference after such fifteen (15) Business Day period, then such disputed items shall be submitted to the Neutral Accountant for resolution in accordance with Section 1.12(d) of this Agreement. Taxes attributable to the Straddle Period and allocated to the Pre-Closing Straddle Period (and all filing and preparation fees associated therewith) as set forth above shall be timely paid by the Sellers and Taxes attributable to the Straddle Period and allocated to the Post-Closing Straddle Period as set forth above shall be timely paid by the Company. The Company shall provide evidence of the filing of any Straddle Returns to the Equityholder Representative and the Equityholder Representative shall provide evidence of the filing of any Straddle Returns to the Company, and each party shall coordinate and provide evidence of the payment of any Taxes applicable to such party to the other party. Neither the Purchaser nor the Company may settle any Tax claim for any material amount of Taxes resulting from an audit of the Company initiated by a Governmental Authority for which any of the Sellers may be liable pursuant to this Agreement without the prior written consent of the Equityholder Representative, which consent shall not be unreasonably withheld.

(d)    The Company shall promptly notify the Equityholder Representative in writing upon receipt of notice of any pending or threatened federal, state, local or foreign Tax audits, examinations or assessments which might affect the Liabilities for Taxes for which the Sellers may be liable under Section 8.3. The Equityholder Representative shall have the sole right to represent the Company’s interest in any Tax audit or administrative or court proceeding which might affect the Liabilities for Taxes for which the Equityholders may be liable under Section 8.3. In the case of a Straddle Period, the Equityholder Representative and the Purchaser shall have the right to represent the Company in any Tax audit or administrative or court proceeding which might affect the Liabilities for Taxes for which the Equityholders may be liable under Section 8.3.

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(e)    After the Closing Date, the Equityholders and the Purchaser shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the preparation and filing of Tax Returns pursuant to this Agreement and any audit, litigation or other proceeding with respect to Taxes, in each case, to the extent they relate to periods before or including the Closing Date. Each party will make available to the other parties, as reasonably requested, all information, records or documents relating to liability for Taxes for all periods before or including the Closing Date and will preserve such information, records or documents until the expiration of any applicable statute of limitations or extensions thereof.

(f)    Any Tax refunds of the Company attributable to any Pre-Closing Tax Period shall be for the account of the Purchaser or the Surviving Corporation

(g)    The Parties hereby acknowledge and agree that the Rollover Amount shall be treated as part of the Merger Consideration with respect to the Retained Key Owners and shall not, for any purposes, be treated as or considered compensation, and the Parties hereby acknowledge and agree that they will not take any contrary position to the foregoing.

8.4 D&O Tail.

(a)    Prior to the Closing, the Company shall have purchased an extended reporting period endorsement under the Company’s existing directors’ and officers’ liability insurance coverage (the “D&O Tail”) for its present and former directors and officers (the “D&O Indemnified Parties”) which shall provide such D&O Indemnified Parties with coverage for six (6) years following the Effective Time on substantially comparable terms and conditions as the existing coverage applicable to the D&O Indemnified Parties immediately prior to the Effective Time. All costs of the D&O Tail shall be borne by the Company and shall be treated as a Company Transaction Expense at Closing.

(b)    For the six (6) years following the Effective Time, the Purchaser shall not, and shall cause the Surviving Corporation not to, without the prior consent of the Equityholder Representative, cancel, amend or otherwise limit the D&O Tail.

(c)    In addition to the D&O Tail, for the six (6) years following the Effective Time, the Purchaser and its successors and assigns shall maintain in effect any contract of the Company set forth on Schedule 8.4(c), or any company organizational document pursuant to which any D&O Indemnified Party has a right to indemnification, contribution, or advancement as of immediately prior to the Effective Time.

(d)    This Section 8.4 (i) shall survive the consummation of the Merger, (ii) is intended to benefit each of the D&O Indemnified Parties and their respective heirs, (iii) shall be binding on all successors and assigns of the Purchaser and the Surviving Corporation, as applicable, and shall be enforceable by the D&O Indemnified Parties and (iv) shall not be terminated or modified in such a manner as to adversely affect the rights of any D&O Indemnified Party under this Section 8.4 without the written consent of such affected D&O Indemnified Party.

9. INDEMNIFICATION, ETC.

9.1 Indemnification.

(a)    Subject to the terms, conditions and limitations of this Section 9, the Equityholders shall, on a several (but not joint) basis (meaning that the Equityholders shall severally be liable for indemnification obligations solely in proportion to such Equityholders’ portion of the Merger Consideration received by such Equityholder), defend and indemnify Purchaser Indemnified Parties in respect of, and hold each of them harmless against Purchaser Indemnified Parties for, any and all Damages incurred or suffered by any Purchaser Indemnified Party (regardless of whether such Damages relate to any Third Party Claim) resulting from, relating to or constituting:

(i)    any breach of any representation or warranty of Company contained in Section 2 of this Agreement as of the Closing;

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(ii)    any breach by Company of any of its covenants or agreements contained in this Agreement or any other agreement or instrument furnished by Company to Purchaser pursuant to this Agreement;

(iii)    any claim by an Equityholder or former Equityholder seeking to assert, or based upon any claim for appraisal or dissenters rights, including any payment in respect of dissenting shares in excess of the amount of payments otherwise payable to the stockholder seeking such rights under this Agreement;

(iv)    the following Taxes: (i) any Taxes of Company for any taxable period (or portion thereof) ending on or before the Closing Date due and payable by Company; (ii) any Taxes for which Company has any liability under Treasury Regulation Section 1.1502-6 or under any comparable or similar provision of state, local or foreign Legal Requirements as a result of being a member of an affiliated, consolidated, combined, unitary or similar group on or prior to the Closing Date; and (iii) any Taxes for which Company has any liability as a transferee or successor, pursuant to any contractual obligation or otherwise, which Tax is attributable to the operations of Company on or prior to the Closing Date or an event or transaction occurring before the Closing;

(v)    any Tax, penalty, fine or other fee associated with sales and use taxes in the Commonwealth of Virginia, and all expenses incurred related to the filing of any return or submission with respect to such sales and use taxes, including the reasonable costs and expenses of all accounting, legal or other appropriate third party advisors related to the negotiation, settlement and payment of any such sales and use taxes;

(vi)    any inaccuracy in the Payment Schedule; and

(vii)    any Fraud on the part of Company.

(b)    Subject to the terms and conditions of this Section 9, Purchaser and Ultimate Parent shall, and after the Closing shall cause the Surviving Corporation to, defend and indemnify Seller Indemnified Parties in respect of, and hold each of them harmless against Seller Indemnified Parties for, any and all Damages incurred or suffered by any Seller Indemnified Party (regardless of whether such Damages relate to any Third Party Claim) resulting from, relating to or constituting:

(i)    any breach, as of the date of this Agreement or as of the Closing Date, of any representation or warranty of Purchaser contained in Section 3 of this Agreement as of the Closing;

(ii)    any breach by Purchaser, Merger Sub, or Ultimate Parent of any of their covenants or agreement contained in this Agreement or any other agreement or instrument furnished by Purchaser, Merger Sub, or Ultimate Parent to Company or Equityholder Representative pursuant to this Agreement;

(iii)    any Taxes imposed on Company with respect to a taxable period (or portion thereof) ending after the Closing Date; and

(iv)    any Fraud on the part of Purchaser, Merger Sub, or Ultimate Parent.

9.2 Defense of Third Party Claims.

(a)    In the event of the assertion or commencement by any Person of any claim or Legal Proceeding (whether against the Surviving Corporation, against Purchaser or against any other Person) with respect to which any of the Parties are obligated to hold harmless or indemnify any Indemnified Party pursuant to this Section 9 (a “Third Party Claim”) the Equityholder Representative on behalf the Equityholders or the Purchaser on behalf of itself, the Ultimate Parent and Surviving Corporation, as applicable (the “Indemnifying Party”) will have the right, at its sole cost and expense, or in the case of the Equityholder Representative, at the sole cost and expense

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of the Equityholders, to defend against the Third Party Claim with counsel of its choice that is reasonably satisfactory to the Indemnified Party so long as (i) the Indemnifying Party notifies the Indemnified Party in writing within ten (10) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party intends to undertake such defense, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill the Indemnifying Party’s indemnification obligations hereunder, (iii) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently;(iv) the counsel chosen by the Indemnifying Party does not have any unwaivable conflict of interest in representing the interests of the Indemnified Party; and (v) the Indemnifying Party provides the R&W Insurance insurer with the rights to associate in the defense as set forth in the R&W Insurance.

(b)    So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 9.2(a), (i) the Indemnified Party may retain separate co-counsel and participate in the defense of the Third Party Claim at its own cost and expense (except as provided below), including being named co-counsel of record for purposes of accessing of confidential and highly confidential information and shall have the right to receive copies of all pleadings, notices and communications with respect to the Third Party Claim to the extent no privilege is thereby waived, (ii) the Indemnified Party may participate in settlement negotiations with respect to the Third Party Claim, and (iii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim unless (A) each affected Indemnified Party consents thereto in writing (which consent will not unreasonably be withheld) or (B) the settlement, compromise or consent includes an unconditional release from all liability with respect to the claim in favor of each affected Indemnified Party.

(c)    If the Indemnifying Party does not elect to assume control of or otherwise participate in the defense or settlement of any Third Party Claim, or if the Indemnifying Party does so elect but any of the conditions in Section 9.2(a) is or becomes unsatisfied, then, the Indemnified Party may defend against and consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim, provided, however, that the Indemnifying Party (A) shall have the right to receive copies of all pleadings, notices and communications with respect to the Third Party Claim so long as the receipt of such documents by the Indemnifying Party does not adversely affect any attorney-client privilege relating to the Indemnified Party (provided, that the applicable Indemnified Party shall use commercially reasonable efforts to provide such information to the Indemnifying Party in a manner that does not adversely affect any such privilege, including by entering into customary joint defense agreements or similar arrangements), and (B) may participate in settlement negotiations with respect to the Third Party Claim and the Indemnified Party shall not enter into any settlement without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld).

(d)    No delay on the part of an Indemnified Party in giving the Indemnifying Party notice of a Third Party Claim shall relieve any Indemnifying Party from any obligation hereunder unless (and then solely to the extent) that the Indemnifying Party is prejudiced thereby.

(e)    The Purchaser on behalf of itself, the Ultimate Parent and Surviving Corporation, shall take any and all action that is reasonably required to preserve any and all rights it may have pursuant to the R&W Insurance in connection with Third Party Claims, including, but not limited to, providing the R&W Insurance insurer with the right to consent to counsel or associate with the defense of a Third Party Claim, all as set forth in the R&W Insurance. In the event that Purchaser assumes the defense of a Third Party Claim, Purchaser shall provide the Equityholder Representative with reasonable access to observe such matter for purposes determining compliance with the R&W Insurance.

9.3 Survival.

(a)    The covenants and agreements of the Parties contained in this Agreement or any Transaction Agreement that are to be performed at or prior to the Closing shall terminate upon the Closing. The covenants

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and agreements of the Parties contained in this Agreement that are required to be performed after the Closing shall survive and remain in effect following the Closing in accordance with their terms or, where their terms do not so provide, such covenant and agreement shall survive until the close of business on the sixtieth (60^th) day following the date of the expiration of all applicable statutes of limitations (giving effect to any extensions thereof) with respect to the matter that is the subject of the applicable covenant or agreement.

(b)    The representations and warranties contained in this Agreement (other than the Fundamental Representations) shall survive the Closing and continue in full force and effect until the date that is fifteen (15) months after the Closing Date (the “General Survival Date”); provided that, notwithstanding the foregoing, (A) the Fundamental Representations shall survive the Closing and continue in full force and effect until the expiration of the applicable statutes of limitations, and (B) the representations and warranties contained in Section 2.14(b) (“Tax Representations”) shall survive the Closing and continue in full force and effect until the close of business on the sixtieth (60^th) day following the date of the expiration of all applicable statutes of limitations (giving effect to any extensions thereof) with respect to the matter that is the subject of the applicable representation or warranty. Each of the applicable expiration dates of the covenants and agreements set forth in Section 9.3(a) and the representations and warranties set forth in this Section 9.3(b) is referred to as an “Applicable Limitation Date.”

(c)    No Party shall be entitled to recover for any Damages, nor may any claim be made or suit instituted, arising from or relating to a breach of the covenants and agreements, or an inaccuracy in or breach of the representations and warranties set forth in this Agreement, unless written notice thereof is delivered to the other Parties prior to 11:59 p.m. Eastern Time on the Applicable Limitation Date (an “Indemnification Notice”). The Indemnification Notice shall describe the matter subject to indemnification in reasonable detail, including the basis of such claim and (if then known) the amount of Damages incurred or suffered with respect thereto. Notwithstanding anything in this Section 9.3 to the contrary, in the event that any breach of any representation or warranty of any of the Company or the Purchaser constitutes Fraud of such Party, such representation or warranty shall survive for the applicable statute of limitations solely in connection with such Party.

9.4 Limitations.

(a)    Except as set forth in Section 9.4(a)(v), the following limitations shall apply to the indemnification obligations of the Equityholders pursuant to Section 9.1(a):

(i)    the Equityholders shall have no indemnification obligation under Section 9.1(a)(i) unless the aggregate Damages for all such breaches exceeds $850,000 (the “Basket”), upon which the Purchaser shall be entitled to recover all Damages from the first dollar, provided such limitation does not apply to claims for breaches of Fundamental Representations;

(ii)    the indemnification obligations of the Equityholders under Section 9.1(a)(i) shall be limited, in the aggregate, to the Indemnity Holdback Amount (the “Indemnification Cap”); provided such limitation does not apply to claims for breaches of Fundamental Representations;

(iii)    the indemnification obligations of the Equityholders (A) under Section 9.1(a)(i) for breaches of Fundamental Representations by the Company, and (B) under Section 9.1(a)(iii) through (vi) shall be limited, in the aggregate, to the Merger Consideration;

(iv)    the total, aggregate indemnification obligation of any single Equityholder shall not exceed the total amount of Merger Consideration received by such Equityholder under this Agreement; and

(v)    the limitations in this Section 9.4(a) shall not apply to any Equityholder with respect to Fraud committed by such Equityholder.

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(b)    No Equityholder shall have any right of contribution against Company or the Surviving Corporation with respect to any breach by Company of any of its representations, warranties, covenants or agreements.

(c)    Notwithstanding anything to the contrary in this Agreement, for purposes of determining (i) whether any breach of, or inaccuracy in, any of the representations and warranties set forth in Section 2 has occurred, and (ii) the amount of Damages for which any Indemnified Party may be entitled to indemnification under this Section 9, any “material,” “materiality,” “Material Adverse Effect,” “in all material respects,” or similar qualifications limiting the scope of any representation or warranty shall be disregarded, (other than Section 2.3(c) and the terms “Material Contracts”, “Material Customers” and “Material Suppliers” which shall not be disregarded).

(d)    Any payments made to a Party pursuant to this Section 9 shall be treated as an adjustment to the Merger Consideration for Tax purposes to the extent permitted by Legal Requirement.

9.5 Manner of Payment of Indemnification Obligations, R&W Insurance Covered Claims.

(a)    From and after the Closing, in order to satisfy any indemnification obligations for Damages payable to the Purchaser Indemnified Parties under Section 9, the Purchaser Indemnified Parties shall be required to seek recovery of such amounts as follows:

(i)    for indemnification obligations of the Equityholders pursuant to Section 9.1(a)(i) and 9.1(a)(iv), first from the R&W Insurance, and then, (A) in order to recover the Retention during the Holdback Period, or (B) any amounts denied by the R&W Insurance issuer (but only after Purchaser Indemnified Parties have complied with all obligations under the R&W Insurance and have exhausted all remedies under the R&W Insurance), from the available Holdback Amount (it being understood that any amount for which recovery is sought against the R&W Insurance and not received or unconditionally agreed to by the R&W Insurance issuer as of the date the Indemnity Holdback Amount is otherwise to be released pursuant to Section 1.12(f) may be retained by Purchaser, subject to future release upon receipt of payment under the R&W Insurance or other resolution of the claim) until the Holdback Amount has been exhausted or released, and only then, subject to the limitations set forth in Section 9.4(a) and solely in connection with breaches of the Fundamental Representations or the indemnification obligations pursuant to Section 9.1(a)(iv), from the Equityholders, severally and not jointly, and only in proportion to each Equityholder’s portion of the Merger Consideration that has been received by such Equityholder (but, for the avoidance of doubt, without regard to the second to last sentence of Section 1.13); and

(ii)    for indemnification obligations of the Equityholders pursuant to Sections 9.1(a)(ii), 9.1(a)(iii), 9.1(a)(v) through 9.1(a)(vii), first from the available Indemnity Holdback Amount until the Indemnity Holdback Amount has been exhausted or released, and only then from the Equityholders, severally and not jointly, and only in proportion to each Equityholder’s portion of the Merger Consideration that has been received by such Equityholder (but, for the avoidance of doubt, without regard to the second to last sentence of Section 1.13).

For the avoidance of doubt, the Purchaser Indemnified Parties sole and exclusive right (other than as excluded in Section 9.7) to recover the Retention from the Equityholders shall: (1) be available only from the Holdback Amount; (2) reduce in accordance with the R&W Insurance; and (3) terminate upon expiration of the Holdback Period (provided, any claim made prior to the expiration of the Holdback Period shall continue to be available for recovery until resolved).

(b)    In calculating amounts payable to any Indemnified Party hereunder, the amount of any indemnified Damages shall be determined net of (A) any amounts actually recovered by any Indemnified Party (or its Affiliates) under (i) the R&W Insurance and (ii) any other insurance policy and (B) amounts specifically

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reserved or specifically accrued for in the Financial Statements respecting such Damages. The Indemnified Parties shall take commercially reasonable steps to mitigate all Damages to the extent required by Delaware law.

9.6 Non-Reliance; Exclusivity of Representations and Warranties; Limitation of Disclosures.

(a)    Purchaser acknowledges, represents, and agrees that it is a sophisticated buyer and has made its own investigation, review and analysis regarding the Company and the transactions contemplated hereby, together with its representatives that it has engaged for such purpose. Purchaser acknowledges, represents, and agrees that it is not relying, and has not relied, upon the accuracy or completeness of any statement, representation or warranty, oral or written, express or implied, made by the Company in each case except as expressly set forth in Section 2, the Disclosure Schedules and any certificate delivered by the Company in accordance with this Agreement at Closing. Except as expressly set forth in Section 2, the Disclosure Schedules and any certificate delivered by the Company at Closing, neither the Company nor any of the Equityholders shall have any liability to the Purchaser Indemnified Parties and the Purchaser Indemnified Parties waive any rights it may have against the Company and the Equityholders resulting from the use, accuracy or completeness of any information, documents, or materials made available to Purchaser, whether orally or in writing, in any confidential information memoranda, “data rooms”, “virtual data rooms”, management presentations, due diligence discussions or presentations or in any other form in expectation of the transactions contemplated by this Agreement. Purchaser acknowledges and agrees that the Company is not making, directly or indirectly, any representation or warranty with respect to any estimates, projections or forecasts involving the Company, including as contained in any information memorandum. Purchaser acknowledges and agrees that there are inherent uncertainties in attempting to make such estimates, projections and forecasts and that it takes full responsibility for making its own evaluation of the adequacy and accuracy of any such estimates, projections or forecasts (including the reasonableness of the assumptions underlying any such estimates, projections or forecasts). Purchaser acknowledges and agrees that, should the Closing occur, Purchaser shall acquire, by virtue of the Merger, the Company’s equity securities without any representation or warranty as to merchantability or fitness for any particular purpose.

(b)    Except for the representations and warranties contained in Section 2 (as modified by the Disclosure Schedules thereto), neither the Company, any Equityholder nor any other Person has made any other express or implied representation or warranty on behalf of the Company with respect to the transactions contemplated by this Agreement, including any representation or warranty as to the accuracy or completeness of any information regarding the Company furnished or made available to Purchaser or its Affiliates (including any information, documents or material delivered or made available to Purchaser or its Affiliates, management presentations or in any other form in expectation of the transactions contemplated hereby), and the Company disclaims any other representations or warranties, whether made by any Equityholder, the Company, any of their respective officers, directors, employees, agents or representatives, or any other Person. Except for the representations and warranties contained in Section 2 (as modified by the Disclosure Schedules thereto), the Company hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Purchaser or its Affiliates (including any opinion, information, projection, or advice that may have been or may be provided or made available to Purchaser or its Affiliates by any director, officer, employee, agent, consultant, or representative of the Company).

(c)    Company acknowledges, represents and agrees that no information, documents, or materials made available to Purchaser, whether orally or in writing, in any confidential information memoranda, “data rooms”, “virtual data rooms”, management presentations, due diligence discussions or presentations or in any other form in expectation of the transactions contemplated by this Agreement, shall limit a claim by the Purchaser or any Purchaser Indemnified Party for breach of any representation or warranty in Section 2, except to the extent such items are expressly referred to in Section 2, the Disclosure Schedules, and/or any certificate delivered by the Company at Closing.

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9.7 Exclusive Remedy.

Except with respect to (a) the purchase price adjustment procedure set forth in Section 1.11; (b) Section 10.2; (c) Section 11.6(a)(i); and (d) actions arising out of or resulting from Fraud, each of the Parties acknowledges and agrees that the indemnification provisions set forth in this Section 9 shall be the sole and exclusive remedy of the Parties with respect to any claims under, or otherwise relating to the transactions that are the subject of, this Agreement, whether sounding in contract, tort, fraud, or otherwise, and whether asserted against the Company, its officers, directors or employees, the Equityholders, the Purchaser, the Ultimate Parent, Merger Sub, or any other Person. Without limiting the generality of the foregoing, in no event shall any Party, its successors or permitted assigns be entitled to claim or seek rescission of the transactions contemplated by this Agreement. Each of the Parties, on behalf of itself and its equity owners, trustees, directors, managers, officers, employees, and Affiliates, agrees not to bring any actions or proceedings, at law, equity or otherwise, against any other Party or its equity owners, directors, managers, officers, employees, and Affiliates, in respect of any breach or alleged breach of any representation, warranty, covenant and agreement in this Agreement, except pursuant to the express provisions of this Section 9 (or, in the case of the Equityholder Representative, pursuant to Section 10.2). Notwithstanding the foregoing restrictions, each Party shall be entitled to bring an action for equitable or injunctive relief to enforce the terms of this Agreement.

10. EQUITYHOLDER REPRESENTATIVE.

10.1 Appointment.

(a)    Each of the Equityholders (by approval of the Merger and this Agreement at a stockholders meeting or by written consent and without any further action of any of the Equityholders or the Company) will irrevocably grant to and appoint Fortis Advisors LLC as their exclusive agent and attorney-in-fact (with full power of substitution), for and in the name, place and stead of each of the Equityholders, with the same effect as if taken by each of the Equityholders, with full power and authority to take any and all actions and execute any and all documents and agreements under this Agreement and the Representative Engagement Agreement in each Equityholder’s name, place and stead, with the same effect as if such action were taken or such document or agreement were executed (i) by each of the Equityholders in connection with any matter or thing relating to any amendments to this Agreement and (ii) by each of the Equityholders in connection with any claim made pursuant to Section 9, including, without limitation, the power and authority to institute, make or pursue claims, counterclaims or defenses and compromise, surrender or settle any disputes or claims or make any other determination or take any other action or assert or compromise any claim made pursuant thereto, and to permit the Equityholder Representative to perform all of the functions of the Equityholder Representative under this Agreement and the Representative Engagement Agreement.

(b)    The Equityholder Representative hereby accepts the appointment as the “Equityholder Representative” hereunder. The Equityholder Representative cannot be removed except upon delivery to the Purchaser of a written instrument signed by each of the Equityholders. The Equityholder Representative may resign for any reason or no reason, at any time. If the Equityholder Representative resigns or is so removed, then a replacement Equityholder Representative may (but need not be) designated by all of the Equityholders. Any such replacement Equityholder Representative will have the full power and authority of the Equityholder Representative hereunder. The immunities and rights to indemnification shall survive the resignation or removal of the Equityholder Representative or any member of the Advisory Group and the Closing and/or any termination of this Agreement. The signature of the Equityholder Representative on behalf of each of the Equityholders shall be deemed to be the signature of each of the Equityholders, as the case may be, and they shall be bound by the terms of any such document relating to any claim made pursuant to Section 9 executed and delivered by the Equityholder Representative on their behalf pursuant to this Section 10.1 as though they were actual signatories thereto. The Purchaser and any other Person shall be entitled to rely, without any investigation or inquiry by the Purchaser or such Person, upon all actions, notices, communications and determinations by the Equityholder Representative, including without limitation, relating to any claim made pursuant to Section 9 on behalf of each of the Equityholders as having been taken upon the authority of each of the Equityholders. The Equityholder

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Representative shall be entitled to: (i) rely upon the Payment Schedule, (ii) rely upon any signature believed by it to be genuine, and (iii) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Equityholder or other party. Any actions, notices, communications and determinations by the Equityholder Representative, including without limitation, relating to any claim made pursuant to Section 9 on behalf of each of the Equityholders shall be conclusively deemed to be the actions, notices, communications and determinations of each of the Equityholders and shall be binding upon each Equityholder and such Equityholder’s successors as if expressly confirmed and ratified in writing by such Equityholder, and neither the Purchaser nor any other Person shall have any liability or responsibility to any of the Equityholders for any action taken in reliance thereon. All defenses which may be available to any Equityholder to contest, negate or disaffirm the action of the Equityholder Representative taken in good faith under this Agreement or the Representative Engagement Agreement are waived. Notwithstanding anything to the contrary, the Purchaser shall not be liable to the Equityholders for any actions or inactions of the Equityholder Representative. The Equityholder Representative shall have no duties, responsibilities or obligation to act on behalf of the Equityholders except as expressly set forth herein and in the Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Equityholder Representative in any ancillary agreement, schedule, exhibit or the Disclosure Schedules. The relationship created herein is not to be construed as a joint venture or any form of partnership between or among the Equityholder Representative or any of the Equityholders for any purpose of federal or state law, including without limitation, federal or state income tax purposes.

(c)    The appointment of the Equityholder Representative and the powers, immunities and rights to indemnification granted to the Equityholder Representative and the Representative Group hereunder: (i) are coupled with an interest and shall be irrevocable by any Equityholder in any manner or for any reason, (ii) shall not be affected by the death, illness, dissolution, disability, incapacity, illness, bankruptcy or other inability to act of the principal pursuant to any applicable Legal Requirement and shall be binding on any successor thereto and (iii) shall survive the delivery of an assignment by any Equityholder of the whole or any fraction of such Equityholder’s interest in the Holdback Amount.

10.2 Liability of Equityholder Representative.

Certain Equityholders have entered into an engagement agreement (the “Representative Engagement Agreement”) with the Equityholder Representative with the Equityholder Representative to provide direction to the Equityholder Representative in connection with its services under this Agreement or the Representative Engagement Agreement (such Equityholders, including their individual representatives, collectively hereinafter referred to as the “Advisory Group”). Neither the Equityholder Representative nor its members, managers, directors, officers, contractors, agents and employees nor any member of the Advisory Group (collectively, the “Representative Group”) shall be liable for any act done or omitted hereunder or under the Representative Engagement Agreement as Equityholder Representative while acting in good faith and without gross negligence or willful misconduct. The Equityholders shall severally but not jointly indemnify, defend and hold the Representative Group harmless against any Damages incurred without gross negligence or willful misconduct on the part of the Representative Group and arising out of or in connection with the acceptance or administration of its duties hereunder or under the Representative Engagement Agreement, including the reasonable fees and expenses of any third party retained by the Equityholder Representative and costs in connection with seeking recovery from insurers (collectively, the “Representative Expenses”). Such Representative Expenses may be recovered first, from the Expense Fund, second, from any distribution of the Holdback Amount otherwise distributable to the Equityholders at the time of distribution, and third, directly from the Equityholders in proportion to such Equityholder’s portion of the Merger Consideration that is received by such Equityholder. The Equityholders acknowledge that the Representative shall not be required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or pursuant to this Agreement the Representative Engagement Agreement or the transactions contemplated hereby or thereby. Furthermore, the Equityholder Representative shall not be required to take any action unless the Equityholder Representative has been provided with funds, security or indemnities which, in its

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determination, are sufficient to protect the Equityholder Representative against the costs, expenses and liabilities which may be incurred by the Equityholder Representative in performing such actions.

10.3 Expense Fund.

Upon the Closing, the Purchaser shall wire to the Equityholder Representative $150,000 (the “Expense Fund Amount”). The Expense Fund Amount shall be held by the Equityholder Representative in a segregated client account and shall be used (i) for the purposes of paying directly or reimbursing the Equityholder Representative for any Representative Expenses incurred pursuant to this Agreement or any Representative Engagement Agreement, or (ii) as otherwise determined by the Representative Group (the “Expense Fund”). The Equityholder Representative is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability for any loss of principal of the Expense Fund other than as a result of its gross negligence or willful misconduct. The Equityholder Representative is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund, and has no tax reporting or income distribution obligations. The Equityholders will not receive any interest on the Expense Fund and assign to the Equityholder Representative any such interest. Subject to Representative Group approval, the Equityholder Representative may contribute funds to the Expense Fund from any consideration otherwise distributable to the Equityholders. As soon as reasonably determined by the Equityholder Representative that the Expense Fund is no longer required to be withheld, the Equityholder Representative shall distribute the remaining Expense Fund (if any) to the Paying Agent for further distribution to the Equityholders; provided that the party making such distribution shall be entitled to deduct a reasonable fee for the cost of processing such payment. For tax purposes, the Expense Fund Amount shall be treated as having been received and voluntarily set aside by the Equityholders at the time of Closing. Any Tax required to be withheld with respect to the deemed payment to an Equityholder of its portion of the Expense Fund Amount shall reduce the amount of cash payable to such Equityholder at Closing and shall not reduce the Expense Fund.

11. MISCELLANEOUS PROVISIONS.

11.1 Fees and Expenses.

Except as otherwise provided in this Agreement, each Party shall bear and pay all of its own fees, costs and expenses (including all legal fees and expenses payable to counsel, accounting, financial advisory, and consulting fees and expenses of third parties) that have been incurred or that are in the future incurred by or on behalf of it in connection with the transactions contemplated hereby, whether or not the Merger is consummated; provided, however, that, if the Merger is consummated, fees, costs and expenses incurred by or for the benefit of Company shall be for the account of the Stockholders (and for the avoidance of doubt are a Closing Adjustment Item subject to Section 1.12).

11.2 Confidentiality.

(a)    Company hereto agrees that it, its Affiliates, and their representatives shall hold the terms of the Merger in strict confidence. At no time shall Company or any representative of Company disclose any of the terms of the Merger (including, but not limited to, the economic terms) or any non-public information about a party hereto (collectively, the “Confidential Information”) to any other party (other than the Stockholders after the date hereof solely in connection with delivery of information provided in connection with the approval of the Merger or provided in connection with Section 280G stockholder approval) without the prior written consent of Purchaser. Notwithstanding the foregoing, (i) any person hereto shall be permitted to disclose any and all terms to his, her or its financial, tax, and legal advisors (each of whom is subject to a similar obligation of confidentiality), and to any Governmental Authority or administrative agency, including for the avoidance of doubt communications or filings with the SEC, to the extent necessary or advisable in compliance with applicable Legal Requirements and the rules of The NASDAQ Stock Market, and (ii) the obligations not to disclose Confidential Information shall not apply to Confidential Information made available to the public

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without breach of this Agreement and, to the knowledge of the person seeking to rely on the exception in this clause (ii), without breach of any other Contract covering such Confidential Information. In addition, notwithstanding anything herein to the contrary, the Equityholder Representative shall be permitted to disclose Confidential Information (i) as required by any Legal Requirement, (ii) to its advisors, employees or consultants, and (iii) to the Stockholders in connection with its responsibilities, provided that any such disclosures are made only on a need-to-know basis and subject to confidentiality restrictions with respect thereto.

(b)    Company may not issue any press release or other public communications relating to the terms of this Agreement or the transactions contemplated hereby or use Purchaser’s name or refer to Purchaser directly or indirectly in connection with Purchaser’s relationship with Company in any media interview, advertisement, news release, press release or professional or trade publication, or in any print media, whether or not in response to an inquiry, without the prior written approval of Purchaser, unless required by any Legal Requirement (in which event a satisfactory opinion of counsel to that effect shall be first delivered to Purchaser prior to any such disclosure), except as reasonably necessary for Company to obtain the consents and approvals of Stockholders and other third parties contemplated by this Agreement or otherwise to comply with the terms of this Agreement, and except as may be reasonably necessary for Stockholders, as applicable, to communicate with their limited partners and potential limited partners concerning the terms of the Agreement, in each case, in connection with fundraising, marketing or reporting activities. Notwithstanding anything herein or in the Confidentiality Agreement, Purchaser shall use its commercially reasonable efforts to provide Company with a copy of any proposed press release or other public communication announcing the Merger, enabling Company and its counsel a reasonable time to review and comment on such communication prior to its public release, and thereafter Purchaser may make such other public communications regarding this Agreement or the transactions contemplated hereby as Purchaser after consultation with Company may determine is reasonably appropriate.

11.3 Notices.

All notices, demands, requests or other communications that may be or are required to be given, served or sent by any party pursuant to this Agreement will be in writing (and shall be deemed to have been duly given upon receipt), will reference this Agreement and shall transmitted by (i) an express delivery service, (ii) facsimile or email of a PDF transmission (with confirmation of transmission), or (iii) hand delivery, addressed to the address or facsimile set forth below, provided that with respect to notices deliverable to the Equityholder Representative, such notices shall be delivered solely via email or facsimile. Each party may designate by notice in writing a new address and/or facsimile to which any notice, demand, request or communication may thereafter be so given, served or sent. Each notice that is mailed, delivered or transmitted in the manner described above shall be deemed sufficiently given, served, sent and received for all purposes at such time as it is delivered to the addressee (with the return receipt, the delivery receipt or the affidavit of messenger or courier being deemed conclusive evidence of such delivery) or at such time as delivery is refused by the addressee upon presentation.

if to Purchaser or Ultimate Parent:
	Rapid7 LLC
with a copy (which shall not constitute notice) to:

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if to Merger Sub:	Stratus Acquisition, Inc.
with a copy (which shall not constitute notice) to:
if to Company prior to Closing:
	Divvy Cloud Corporation
with a copy (which shall not constitute notice) to:
if to Equityholder Representative:
with a copy (which shall not constitute notice) to:

11.4 Conflict of Interest.

Without the need for any consent or waiver by the Company or Purchaser, Miles & Stockbridge P.C. (“Miles”) shall be permitted to represent the Equityholders, or any one or more of them, after the Closing in connection with any matter, including without limitation, anything related to the transactions contemplated by this Agreement, any other agreements referenced herein or any disagreement or dispute relating thereto. Without limiting the generality of the foregoing, after the Closing, Miles shall be permitted to represent the Equityholders, any of their agents and Affiliates, or any one or more of them, in connection with any negotiation, transaction or dispute (including any litigation, arbitration or other adversary proceeding) with Purchaser, the Company, the Surviving Corporation or any of their agents or Affiliates under or relating to this Agreement, any transaction contemplated by this Agreement, and any related matter, such as claims or disputes arising under other

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agreements entered into in connection with this Agreement, including with respect to any indemnification claims. Upon and after the Closing, the Company and the Surviving Corporation shall cease to have any attorney-client relationship with Miles, unless and to the extent Miles is specifically engaged in writing by the Company and the Surviving Corporation to represent the Company and the Surviving Corporation after the Closing and either such engagement involves no conflict of interest with respect to the Equityholders or the Equityholder Representative consents in writing at the time to such engagement. Any such representation of the Company and the Surviving Corporation by Miles after the Closing shall not affect the foregoing provisions hereof.

11.5 Attorney Client Privilege.

All communications involving attorney-client confidences between an Equityholder, its Affiliates or the Company and Miles in the course of the negotiation, documentation and consummation of the Merger and the transactions contemplated hereby shall be deemed to be attorney-client confidences and communications (the “Privileged Materials”). Following the Closing the attorney-client privilege with respect to the Privileged Materials may be waived only by the Equityholder Representative. Neither the Purchaser nor the Surviving Corporation shall assert that the attorney-client privilege of the Company related to the Merger was waived due to the inadvertent transfer of attorney-client privileged material after the Closing (either because they were included in the computer server(s) of the Company and the Surviving Corporation or were otherwise within the records of the Company and the Surviving Corporation after the Closing).

11.6 Miscellaneous.

(a)    (i)    Prior to Closing, this Agreement may be amended by an instrument signed by Purchaser and Company; and

(ii)    After Closing, this Agreement may be amended by an instrument signed by Purchaser and Equityholder Representative.

(iii)    Prior to Closing, either Party may by written notice to the other Party (a) extend the time for the performance of any of the obligations or other acts of the other Party, (b) waive any inaccuracies in the representations and warranties of the other Party contained herein or in any document delivered pursuant hereto by the other Party, and (c) waive compliance with any of the agreements or covenants of the other Party herein or any conditions contained herein that are required to be met by the other Party.

(iv)    After Closing, either Equityholder Representative or Purchaser may (a) extend the time for the performance of any of the obligations or other acts of Purchaser or any Stockholder, respectively, (b) waive any inaccuracies in the representations and warranties of Purchaser or any Stockholder, respectively, contained herein or in any document delivered pursuant hereto by Purchaser or any Stockholder, respectively and (c) waive compliance with any of the agreements of Purchaser or any Stockholder, respectively, or any conditions contained herein.

(v)    Any amendment, extension or waiver shall be valid if set forth in an instrument in writing signed by the Party (which in the case of any Stockholders after the Closing, means the Equityholder Representative) to be bound thereby.

(vi)    The failure of any Party to assert any of its rights hereunder shall not constitute a waiver of any such rights.

(b)    If any term or other provision of this Agreement is invalid, illegal or unenforceable, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

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(c)    The headings, subheadings, and other captions in this Agreement are for convenience and reference only and shall not be used in interpreting, construing, or enforcing any of the provisions of this Agreement. Sections without decimals (such as “Section 2”) shall include all sections numbered with decimals in such Section (i.e. Section 2.1, 2.2, etc.).

(d)    This Agreement and the exhibits hereto constitute the entire agreement among the Parties with respect to the subject matter hereof and supersede all prior agreements and undertakings, both written and oral, among the parties with respect to the subject matter hereof.

(e)    This Agreement may not be assigned by operation of law or otherwise without the express written consent of Purchaser and the Equityholder Representative; provided, however, that Purchaser may assign this Agreement to an Affiliate or lender of Purchaser without the consent of the Equityholder Representative, but no such assignment shall relieve Purchaser of its obligations hereunder if such assignee does not perform such obligations.

(f)    This Agreement shall be binding upon and inure solely to the benefit of each Party hereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement (other than as expressly set forth under Section 9).

(g)    This Agreement (and any claims or disputes arising out of or related hereto or to the transaction contemplated hereby or to the inducement of any party to enter herein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise) shall be construed in accordance with, and governed in all respects by, the internal laws of the State of Delaware, including all matters of construction, validity and performance (without giving effect to principles of conflicts of laws that would select another state’s law).

(h)    The parties hereby irrevocably submit to the exclusive jurisdiction of any federal or state court sitting in the State of Delaware over all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) and each party hereby irrevocably agrees that all claims in respect of any such action related thereto may be heard and determined in such courts. The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection that they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each of the parties hereby consents to process being served by any party to this Agreement in any action by the delivery of a copy thereof in accordance with the provisions of Section 11.3.

(i)    Purchaser and the Company each agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed by them in accordance with the terms hereof and that each party shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or equity. Accordingly, in addition to any other remedy to which a non-breaching party may be entitled at law, a non-breaching party shall be entitled to seek injunctive relief to prevent breaches of this Agreement and to specifically enforce the terms and provisions hereof. No party shall be required to post a bond or other security before it can obtain specific performance. Each party waives any defenses to the remedy of specific performance in any action for specific performance, including the defense that money damages would be adequate.

(j)    This Agreement may be executed in one or more counterparts, and by the different Parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

[signature page follows]

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The parties hereto have caused this Agreement to be executed and delivered as of the date first set above.

RAPID7 LLC
By:	/s/ Corey Thomas
Name:	Corey Thomas
Title:	CEO
RAPID7 INC.
By:	/s/ Corey Thomas
Name:	Corey Thomas
Title:	CEO
STRATUS ACQUISITION, INC.,
By:	/s/ Peter Kaes
Name:	Peter Kaes
Title:	General Counsel & Secretary
DIVVY CLOUD CORPORATION
By:	/s/ Brian Johnson
Name:	Brian Johnson
Title:	President and CEO
EQUITYHOLDER REPRESENTATIVE: FORTIS ADVISORS LLC
By:	/s/ Ryan Simkin
Name:	Ryan Simkin
Title:	Managing Director

Signature Page to Merger Agreement

EXHIBIT A - CERTAIN DEFINITIONS

For purposes of the Agreement (including this Exhibit A):

Additional Adjustment Items. “Additional Adjustment Items” means (without duplication): (A) Closing Debt; (B) Closing Transaction Expenses; (C) the Tax Liability Amount; and (D) one-half of the R&W Insurance Policy Cost.

Affiliate. “Affiliate” means, with respect to any Person, any other Person controlling, controlled by or under common control with such Person. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlled” and “controlling” have meanings correlative thereto.

Agreement. “Agreement” means the Merger Agreement to which this Exhibit A is attached, as it may be amended from time to time.

Base Purchase Price. “Base Purchase Price” means $145,000,000.

Business Day. “Business Day” means any day which is not a Saturday, Sunday or a day in which banks are required or authorized to be closed in the Commonwealth of Massachusetts.

Cash. “Cash” means, with respect to any Person as of any time, the unrestricted cash and cash equivalents, determined in accordance with GAAP; provided, that “Cash” shall (i) be calculated net of bank overdrafts, (ii) include checks and drafts deposited for the account of the Company (subject to dollar-for-dollar adjustment if any such check or draft is not credited to such accounts, or such credit is reversed, by the depository bank), (iii) be reduced by the amount of issued but uncleared checks and payment drafts, in each case, as of such specified time, and (iv) be reduced by any costs and/or Taxes associated with the repatriation to the United States of any such cash and other items described above that are held outside the United States.

Closing Adjustment Items. “Closing Adjustment Items” means (a) the sum of all Additional Adjustment Items plus (b) the amount, if any, by which Company Cash is less than the Estimated Company Cash minus (c) the amount, if any, by which Company Cash exceeds the Estimated Company Cash plus (d) the amount, if any, by which Company Working Capital is less than the Target Working Capital Amount minus (e) the amount, if any, by which Company Working Capital exceeds the Target Working Capital Amount.

Closing Date Option Cancellation Amount. “Closing Date Option Cancellation Amount” with respect to any Vested In-The-Money Option, means an amount determined by multiplying (a) the number of Net Option Shares applicable to such Vested In-The-Money Option, by (b) the Per Share Closing Payment.

Closing Date Warrant Cancellation Amount. “Closing Date Warrant Cancellation Amount” with respect to any individual Company Warrant, means an amount determined by multiplying (a) the number of Net Warrant Shares applicable to such Company Warrant, by (b) the Per Share Closing Payment.

Closing Debt. “Closing Debt” means all of the Company’s debt and debt like items (such as indebtedness for borrowed money, capitalized leases, performance bonds and guarantees and off-balance sheet items, accrued and unpaid vacation pay or paid time off amounts as of the Closing Date but excluding trade payables, deferred revenue and other ordinary course current liabilities) as of the Closing Date. The Parties have agreed that, solely for purposes of calculating Estimated Additional Adjustment Items and Additional Adjustment Items, 30% of the Company’s long-term deferred revenue, as reflected on the Estimated Closing Balance Sheet, shall be deemed to be Closing Debt.

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Closing Transaction Expenses. “Closing Transaction Expenses” means all unpaid fees, expenses, costs and payments related to the transactions contemplated by this Agreement which are incurred by or on behalf of the Company on or prior to the Effective Time and not paid by the Company on or prior to Closing, including, for the avoidance of doubt, (i) any payment to any financial advisors or investment bankers retained by the Company in connection with the transactions hereunder, (ii) any fees and expenses of legal advisors providing services to the Company up to and including the Closing; (iii) change in control, transaction bonus, severance or other similar payments to employees, consultants or Stockholders or any other person that become payable as a result of the transactions contemplated hereunder (and including for the avoidance of doubt the Pre-Closing Bonuses), including any related applicable employer portion of payroll taxes, (iv) the employer portion of payroll taxes related to the payments to Optionholders, (v) the employer portion of payroll taxes related to the payments to Stockholders with respect to the Restricted Company Stock, and (vi) the costs of the D&O Tail. For the avoidance of doubt, Closing Transaction Expenses shall not include Taxes (other than those payroll taxes explicitly referred to in this definition).

Code. “Code” means the Internal Revenue Code of 1986, as amended, together with the rules and regulations promulgated thereunder.

Commercial Tax Agreement. “Commercial Tax Agreement” means customary commercial agreements not primarily related to Taxes and entered into in the ordinary course of business that contain agreements or arrangements relating to the apportionment, sharing, assignment or allocation of Taxes (such as financing agreements with Tax gross-up obligations or leases with Tax escalation provisions).

Company Cash. “Company Cash” an amount equal to the Cash of the Company calculated as of the Effective Time.

Company Common Stock. “Company Common Stock” means the authorized common stock, par value $0.0001 per share, of Company.

Company Contract. “Company Contract” means any Contract to which Company is a party or by which Company is bound.

Company IP Registrations “Company IP Registrations” means all of the Intellectual Property Registrations owned by, or filed in the name of, the Company.

Company IT Systems. “Company IT Systems” means all information technology and computer systems (including computer software, information technology and telecommunication hardware and other equipment) relating to the transmission, storage, maintenance, organization, presentation, generation, processing or analysis of data and information whether or not in electronic format, used in or necessary to the conduct of the Company.

Company’s Knowledge. References to “Knowledge” or “knowledge” of the Company means the actual knowledge, after reasonable inquiry, of Johnson, DeRamus, Peter Scott and Shawn Parandeh.

Company Licensed Software. “Company Licensed Software” means Software products used in or necessary to conduct the business of Company, in the manner currently conducted by the Company as to which the Company does not claim ownership.

Company Option. “Company Option” means an option to purchase capital stock of the Company under the Company Stock Plan.

Company Owned IP. “Company Owned IP” means any Intellectual Property that is owned by, or exclusively licensed to, the Company.

Company Owned or Used IP. “Company Owned or Used IP” means any and all Intellectual Property used in or necessary to conduct the business of Company, in the manner currently conducted.

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Company Owned Software. “Company Owned Software” means Software products developed by the Company or currently in development, in each case as to which the Company claims ownership (as contrasted to being licensed from a third party which owns such items).

Company Preferred Stock. “Company Preferred Stock” means the Series A Preferred Stock, par value $0.0001 per share, and Series A-1 Preferred Stock, par value $0.0001 per share, of Company.

Company Software. “Company Software” means Company Owned Software, and Company Licensed Software collectively.

Company Stock. “Company Stock” means Company Common Stock and Company Preferred Stock, including, as applicable, Restricted Company Stock.

Company Stock Plan. “Company’s Stock Plan” means Company’s 2016 Stock Option and Grant Plan.

Company Warrant. “Company Warrant” means a warrant to purchase capital stock of the Company, as evidenced by a written agreement between the Company and the Warrantholder.

Company Working Capital. “Company Working Capital” means an amount equal to the Company’s current assets minus the Company’s current liabilities, as calculated in accordance with GAAP and the Working Capital Guidelines and Sample Calculations, of Company calculated as of the Effective Time, provided, however, that Cash, income Tax assets, Closing Debt, Closing Transaction Expenses, and income Tax liabilities, shall not be taken into account for purposes of Company Working Capital, but for the avoidance of doubt current deferred revenue shall be taken into account.

Confidentiality Agreement. “Confidentiality Agreement” means the confidentiality agreement between Company and Purchaser entered into prior to the execution of this Agreement relating to the transactions hereunder.

Consent. “Consent” means any approval, consent, ratification, permission, waiver or authorization (including any Governmental Authorization or required under a Material Contract).

Contract. “Contract” means any written contract, subcontract, lease, understanding, instrument, note, warranty, insurance policy, benefit plan or legally binding commitment or undertaking of any nature, and, with respect to the Company, to which the Company is a party.

Copyleft Software. “Copyleft Software” means any computer software that is distributed pursuant to a license that (i) requires the licensee to distribute or provide access to the source code of such computer software or any portion thereof when the object code is distributed, (ii) requires the licensee to distribute the computer software or any portion thereof for free, or (iii) requires that other computer software or any portion thereof combined with, linked to, or based upon such computer software be licensed pursuant to the same license or requires the distribution of all or any portion of such other computer software for free, including, computer software licensed or distributed under any of the following licenses: (A) GNU’s General Public License (GPL) or Lesser/Library GPL (LGPL); (B) the Artistic License (e.g., PERL); (C) the Mozilla Public License; (D) the BSD License; and (E) the Apache License.

Damages. “Damages” means any loss, damage, injury, liability, claim, demand, settlement, judgment, award, fine, penalty, Tax, fee, cost (including reasonable costs of investigation) or expenses (including reasonable expenses of professionals). Notwithstanding the foregoing, Damages shall not include, and no Indemnified Party shall have the right to recover for (i) punitive damages, except for any punitive damages subject to indemnification under Section 9, (ii) special, incidental, indirect, consequential or exemplary losses, damages, fines, or penalties, (iii) any losses, damages, fines or penalties based on or calculated with respect to a

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multiple of earnings, profits, revenue, or other similar measure, or (iv) losses, damages, fines or penalties based on or calculated with respect to lost profits, lost business, lost reputation or opportunity, diminution in value, or other similar measure, in each case whether or not any such losses, damages, fines, or penalties were reasonably foreseeable; except, in each case, to the extent any such Damages are required to be paid to a third party pursuant to a Third Party Claim.

DeRamus. “DeRamus” means Christopher DeRamus, one of the Retained Key Owners.

Diligence Site. “Diligence Site” means the electronic data room used by the parties to exchange information in connection with the transaction contemplated by this Agreement. A reference that a document has been “made available to Purchaser” on the Diligence Site means a document that has been placed on the Diligence Site prior to the date of execution of this Agreement.

Embedded Third Party Software. “Embedded Third Party Software” means Company Licensed Software embedded in, distributed with or bundled with any Company Owned Software.

Encumbrance. “Encumbrance” means any lien, pledge, hypothecation, charge, mortgage, security interest, encumbrance, claim, interference, option, right of first refusal, preemptive right, community property interest or restriction of any nature (including any restriction on the voting of any security, any restriction on the transfer of any security or other asset, any restriction on the receipt of any income derived from any asset, any restriction on the use of any asset and any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset), excluding (i) Material Contracts, (ii) mechanics, materialmen’s or contractors’ liens or other similar statutory liens, (iii) liens for Taxes or assessments and similar charges which either are (a) not delinquent or (b) being contested in good faith and by appropriate Legal Proceeding, (iv) and non-exclusive licenses granted in the ordinary course of business and any of the foregoing that are immaterial.

Entity. “Entity” means any corporation (including any non-profit corporation), general partnership, limited partnership, limited liability partnership, joint venture, estate, trust, company (including any limited liability company or joint stock company), firm or other enterprise, association, organization or entity.

Equityholders. “Equityholders” means the Stockholders, Optionholders and Warrantholders.

ERISA. “ERISA” means in the Employee Retirement Income Security Act of 1974, as amended.

Estimated Additional Adjustment Items. “Estimated Additional Adjustment Items” means: the Company’s good faith estimate of the Additional Adjustment Items, as set forth on the Closing Certificate.

Estimated Company Cash. “Estimated Company Cash” means the Company’s good faith estimate of Company Cash, as set forth on the Closing Certificate.

Estimated Closing Consideration. “Estimated Closing Consideration” means:

(a)    an amount in cash equal to $145,000,000, minus

(b)    the Rollover Amount, minus

(c)    the Estimated Closing Adjustment, minus

(d)    the Expense Fund Amount, minus

(e)    the Holdback Amount, plus

(f)    Estimated Company Cash.

provided, that the Estimated Closing Consideration cannot be reduced below $0.

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Estimated Closing Adjustment. “Estimated Closing Adjustment” means:

(a)     the amount, if any, by which the Target Working Capital Amount exceeds the Estimated Company Working Capital, if any, minus

(b)    the amount, if any, by which the Estimated Company Working Capital exceeds the Target Working Capital, if any, plus

(c)    the Estimated Additional Adjustment Items.

Estimated Company Working Capital. “Estimated Company Working Capital” means the Company’s good faith estimate of the Company Working Capital, as set forth on the Closing Certificate.

Fraud. “Fraud” means Delaware common law fraud based on intent to deceive, (a) as applied to the Company, with respect to the representations and warranties made by the Company in Section 2, and (b) as applied to the Purchaser, with respect to representations and warranties made by the Purchaser and Merger Sub in Section 3.

Fundamental Representations. “Fundamental Representations” means the representations and warranties set forth in Sections 2.1, 2.2, 2.15, and 2.21.

Future Payments. “Future Payments” means (i) the Final Closing Adjustment payable to the Equityholders pursuant Section 1.12(f), if applicable, and (ii) any portion of the Holdback Amount that may become distributable to the Equityholders pursuant to this Agreement.

GAAP. “GAAP” means generally accepted accounting principles in the United States.

Governmental Authorization. “Governmental Authorization” means any: (a) permit, license, certificate, franchise, permission, clearance, registration, qualification or authorization issued, granted, given or otherwise made available by or under the authority of any Governmental Authority or pursuant to any Legal Requirement; or (b) right under any Contract with any Governmental Authority.

Governmental Authority. “Governmental Authority” means any: (a) nation, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature; (b) federal, state, local, municipal, foreign or other government; or (c) governmental or quasi-governmental authority of any nature (including any governmental division, department, agency, commission, instrumentality, official, organization, unit, body or Entity and any court or other tribunal).

Holdback Amount. “Holdback Amount” means the Indemnity Holdback Amount and the Purchase Price Adjustment Holdback Amount.

Indemnified Party. “Indemnified Party” means any Party seeking indemnification pursuant to Section 9 of this Agreement.

Indemnitor. “Indemnitor” means the Party obligated to provide indemnification to an Indemnified Party pursuant to Section 9 of this Agreement.

Indemnity Holdback Amount. “Indemnity Holdback Amount” means a cash amount of $7,250,000.

Intellectual Property. “Intellectual Property” means any intellectual, proprietary, and industrial property rights, including but not limited to (i) all trademarks (whether registered or unregistered), trademark applications, trade names, fictitious business names, service marks, and corporate name, (ii) all copyrights (whether registered or unregistered), copyright applications, moral rights and design rights, (iii) all patentable ideas, invention

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disclosures, patents, and patent applications, (iv) all source code, inventions, discoveries, technology, know-how and trade secrets, (v) all computer programs, content, and other computer software, and (vi) all drawings, schematics, records, and confidential or proprietary information related to any of the foregoing.

Intellectual Property Registrations. “Intellectual Property Registrations” means all: (i) patents, including applications therefor; (ii) registered trademarks and applications to register trademarks; (iii) copyright registrations and applications to register copyrights; and (iv) domain name registrations.

Intellectual Property Representations. “Intellectual Property Representations” means the representations and warranties set forth in Section 2.7.

IP Cap. “IP Cap” means $48,000,000, or such larger amount as may be available under the R&W Insurance.

Johnson. “Johnson” means Brian Johnson, one of the Retained Key Owners.

Legal Proceeding. “Legal Proceeding” means any action, suit, litigation, arbitration, proceeding (including any civil, criminal, administrative, investigative or appellate proceeding), hearing, inquiry, audit, examination or investigation commenced, brought, conducted or heard by or before, or otherwise involving, any court or other Governmental Authority or any arbitrator or arbitration panel.

Legal Requirement. “Legal Requirement” means any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Authority.

Liability. “Liability” means any debt, obligation, duty or liability of any nature (including any unknown, undisclosed, unmatured, unasserted, contingent, indirect, conditional, vicarious, derivative, joint, several or secondary liability), regardless of whether such debt, obligation, duty or liability would be required to be disclosed on a balance sheet prepared in accordance with GAAP and regardless of whether such debt, obligation, duty or liability is immediately due and payable.

Material Adverse Effect. A violation or other matter will be deemed to have a “Material Adverse Effect” if such violation or other matter would be reasonably likely to have a material adverse effect on Company’s ability to perform its obligations hereunder or it business, condition, or operations, taken as a whole, except to the extent resulting from (i) changes in general, local, domestic, foreign, or international economic conditions, including, without limitation, changes resulting from epidemics or global pandemics (including, for the avoidance of doubt, the COVID-19 virus), (ii) changes affecting generally the industries or markets in which Company operates, (iii) fluctuations in sales or earnings or failure of the Company to meet internal or published sales, earnings, budgets, plans, forecasts or other financial or non-financial projections or estimates (provided, any change, event, or development underlying such fluctuation or failure not otherwise excluded in the other exceptions in clauses (i) through (ii) and (iv) through (xii) of this definition may be taken into account in determining whether a Material Adverse Effect has occurred); (iv) acts of war, sabotage or terrorism, military actions or the escalation thereof, and acts of God or other calamities, including hurricanes, earthquakes, floods or other natural disasters, in each case, whether commenced before or after the date hereof, and whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack; (vi) any changes in Legal Requirements or accounting rules or principles, including changes in GAAP, (vii) any other action required by this Agreement, (viii) (for the purposes compliance with Section 5.1(b) only) the execution, announcement, performance or pendency of, or the taking of any action contemplated by, or other third party awareness of, this Agreement or the agreements or transactions contemplated hereby, (ix) any actions taken, or failures to take action, in each case, to which Purchaser has consented or the failure to take actions specified in Section 4.1 and Section 4.4 due to Purchaser’s failure to consent thereto following the request of the Equityholder Representative or the Company, (x) any adverse change in or effect on the business, results of operations or financial condition of the Company that is covered by insurance;

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(xi) compliance by the Equityholder Representative or the Company with the terms of this Agreement or the breach of this Agreement by Purchaser; or (xii) (for the purposes compliance with Section 5.1(b) only) any event, occurrence or development with respect to which Purchaser has knowledge as of the date hereof including related to any matter described on the Disclosure Schedules.

Material Change. “Material Change” means:

(i) any material damage, destruction or casualty loss to the properties or assets of Company (whether covered by insurance or not) outside the ordinary course of business;

(ii) any Material Adverse Effect;

(iii) any entry into any transaction, commitment or agreement (or series of related transactions, commitments or agreements) in excess of $100,000 or outside the ordinary course of business of Company;

(iv) any direct or indirect redemption, repurchase or other acquisition for value by Company of its capital stock or any agreement to take such action, or any declaration, setting aside or payment of any dividend or other distribution in cash, stock or property with respect to Company’s capital stock;

(v) other than the Pre-Closing Bonuses, any increase outside the ordinary course of business of Company in (i) the rate or terms of compensation payable or to become payable by Company to its directors, officers, employees, agents or independent contractors, or (ii) the rate or change in the terms of any employment agreement or compensatory arrangement, or any changes in any bonus, severance, pension, insurance or other employee benefit plan, or any other payment or benefit made to or for any such director, officer, employee, agent or independent contractor;

(vi) any sale, transfer or other disposition of any asset of Company to any party, including, without limitation, the Stockholders, except for payment of obligations incurred, and sale or licenses of products, in the ordinary course of business consistent with past practices;

(vii) any amendment or termination of a Material Contract other than in the ordinary course of business;

(viii) any capital expenditure for additions to property or equipment by Company in excess of $25,000;

(ix) any issuance of capital stock of Company or of securities convertible into or rights to acquire any such capital stock;

(x) any failure by Company to pay accounts payable or other obligations in the ordinary course of business;

(xii) any pledge of any of the assets or properties of Company or any action or inaction which would subject any such assets or properties to any lien, security interest, mortgage, pledge, claim, charge or other encumbrance of any kind;

(xiii) the incurrence of any liability or obligation by Company, including any borrowing, except for liabilities incurred in the ordinary course of business;

(xiv) any actual or threatened termination or cancellation of, or modification or change in, any business relationship with any Material Customer or Supplier, except in the ordinary course of business;

(xv) any cancellation of a debt due to or a claim of Company, other than by payment or other satisfaction;

(xvi) any material failure of Company to perform under, or any default by Company under, any agreement, obligation or covenant to which it is or was bound;

(xvii) any change in any method of accounting or accounting practice, principle or procedure;

(xviii) any material action or inaction which might cause Company to incur any Tax liability out of the ordinary course of business; or

(xix) any agreement, whether in writing or otherwise, to take any action described above.

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Material Contract. “Material Contract” means:

(i)    each Company Contract relating to the employment of, or the performance of services by, any employee, consultant or independent contractor in excess of $250,000 on an annual basis, except for Company Contracts that include licenses to the Company for Off-the-Shelf Software and licenses from the Company to customers in the ordinary course of business;

(ii)    each Company Contract relating to the acquisition, transfer, use, development, sharing or license of any material technology or any Intellectual Property, except for Company Contracts that include licenses to the Company for Off-the-Shelf Software and licenses from the Company to customers in the ordinary course of business;

(iii)    each Company Contract imposing any material restriction on Company’s right or ability (A) to compete with any other Person, (B) to acquire any product or other asset or any services from any other Person, to sell any product or other asset to or perform any services for any other Person or to transact business or deal in any other manner with any other Person, or (C) develop or distribute any technology;

(iv)    each Company Contract creating or involving any agency relationship, distribution arrangement or franchise relationship;

(v)    each Company Contract relating to the acquisition, issuance or transfer of any securities;

(vi)    each Company Contract relating to the creation of any Encumbrance with respect to any asset of Company;

(vii)    each Company Contract involving or incorporating any guaranty, any pledge, any performance or completion bond, any indemnity or any surety arrangement;

(viii)    each Company Contract creating or relating to any partnership or joint venture or any sharing of revenues, profits, losses, costs or liabilities;

(ix)    each Company Contract relating to the purchase or sale of any product or other asset by or to, or the performance of any services by or for, any related party;

(x)    each Company Contract with a Government Authority (a “Government Contract”) or government bid submitted by the Company for a Government Contract in an amount or value in excess of $25,000;

(xi)    any other Company Contract not otherwise disclosed under another subsection of this definition that was entered into outside the ordinary course of business or was inconsistent with Company’s past practices in an amount or having a value in excess of $25,000 in the aggregate;

(xii)    any other Company Contract not otherwise disclosed under another subsection of this definition that has a term of more than 60 days and that may not be terminated by Company (without penalty) within 60 days after the delivery of a termination notice by Company; and

(xiii)    any other Company Contract not otherwise disclosed under another subsection of this definition that contemplates or involves (A) the payment or delivery of cash or other consideration in an amount or having a value in excess of $25,000 in the aggregate, or (B) the performance of services having a value in excess of $25,000 in the aggregate.

Merger Consideration. “Merger Consideration” means, in the aggregate, the following: (i) the amounts payable to each Stockholder, other than the Retained Key Owners, as set forth in Section 1.2(b), (ii) the amounts payable to the Retained Key Owner, as set forth in Section 1.2(c), (iii) the amounts payable to the Warrantholder, as set forth in Section 1.5(a), and (iv) the amounts payable to the Optionholders in Section 1.5(c), each as set forth on the Payment Schedule.

Net Option Shares. “Net Option Shares” means then number of shares of Company Stock to which the holder of a Vested In-The-Money Option is entitled after giving effect to a “net exercise” of such Vested In-The-Money Option, as such term is defined in the Company Stock Plan.

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Net Warrant Shares. “Net Warrant Shares” means that number of shares of Company Stock which the holder of a Company Warrant is entitled after giving effect to a “Cashless Exercise” of such Company Warrant, as such term is defined in the Company Warrant.

Off-Balance Sheet Liabilities. “Off-Balance Sheet Liabilities” means with respect to any Person, (i) any repurchase obligation or liability of the Person with respect to accounts or notes receivable sold by Person, (ii) any liability under any sale or leaseback transactions which do not create a liability on the consolidated balance sheet of Person, (iii) any liability under any financing lease or so-called synthetic lease transaction, or (iv) any other obligations arising with respect to any other transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the consolidated balance sheet of Person, excluding leases that are not capitalized leases.

Off-the-Shelf Software. “Off-the-Shelf Software” means the following: ready-to-use, pre-packaged Software owned and provided to Company by an unaffiliated third party which Software is (i) commercially available to the public, and (ii) not embedded in or otherwise included with any of the products or services provided by Company, and (iii) replaceable in its most current version without material delay for a cost of not more than $2,000 for a perpetual license or $250 a seat for annual license.

Open Source Software. “Open Source Software” means free software, open source, public source, shareware, freeware or similar Software, or any enhancement, modification, improvement or derivative thereof.

Optionholder. “Optionholder” means the holder of a Vested In-The-Money Option.

Option Cancellation Agreement. “Option Cancellation Agreement” means an Option Cancellation Agreement substantially in the form attached as Exhibit D hereto.

Per Share Closing Payment. “Per Share Closing Payment” means the quotient obtained by dividing (a) the Estimated Closing Consideration by (b) the sum of (i) the aggregate number of shares of Company Stock held by all Stockholders who are not Retained Key Owners as of immediately prior to the Closing, (ii) 60% of the aggregate number of shares of Company Stock held by the Retained Key Owners (i.e., 2,808,000 shares of Company Stock), (iii) the aggregate number of Net Warrant Shares held by all Warrantholders as of immediately prior to Closing, and (iii) the aggregate number of Net Option Shares held by all Optionholders as of immediately prior to Closing.

Per Share Future Payments. “Per Share Future Payments” means the amount that each share of Company Stock is entitled with respect to any Future Payments, calculated by dividing the Future Payments by the sum of (i) the aggregate number of shares of Company Stock held by Stockholders as of the Closing Date, (ii) the aggregate number of Net Warrant Shares held by all Warrantholders as of immediately prior to Closing, and (iii) the aggregate number of Net Option Shares held by all Optionholders as of immediately prior to Closing.

Person. “Person” means any individual, Entity or Governmental Authority.

Personal Information. “Personal Information” means information and data that is linked or linkable to a natural person, including, without limitation, any information specifically defined or identified in any Company privacy policy as “personal information,” “personal data,” “personally identifiable information,” or “PII”. Personal Information may relate to any identifiable natural person, including a current, prospective or former customer, employee or vendor of any Person. Personal Information includes information in any form, including paper, electronic and other forms.

Pre-Closing Bonuses. “Pre-Closing Bonuses” means the cash bonus payments to be made by the Company to certain employees of the Company prior to Closing in the aggregate amount of $4,716,775.00.

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Purchaser Indemnified Parties. “Purchaser Indemnified Parties” means the Purchaser, Ultimate Parent, the Merger Sub, the Surviving Corporation and their respective officers, directors, equityholders, partners, employees, agents, representatives, successors and assigns and the Affiliates of the Purchaser and such other Persons.

Purchase Price Adjustment Holdback Amount. “Purchase Price Adjustment Holdback Amount” means $150,000.00.

Representatives. “Representatives” means officers, directors, employees, agents, attorneys, accountants, advisors and representatives.

R&W Insurance. “R&W Insurance” means that certain Buyer-Side Representations and Warranty Insurance Policy issued by AXA XL Insurance, as supplemented by that Excess Buyer’s Representations and Warranties Insurance Policy issued by Vale Insurance Partners LLC, as further supplemented by that Second Excess Buyer-Side Representations and Warranties Insurance Policy issued by Liberty Surplus Insurance Corporation (as may be amended, modified or otherwise supplemented from time to time) to cover breaches of the Company’s representations and warranties, as more fully set forth in the policies.

R&W Insurance Policy Cost. “R&W Insurance Policy Cost” means the premium, broker, and underwriting expenses expressly identified in the R&W Insurance Policy Quote Summary for Buyer-Side Representations and Warranties Insurance, dated April 5, 2020, provided by MarshUSA, Inc. to Purchaser, a true and correct copy of which has been provided to Company, in connection with the R&W Insurance Policy, but not including, for the avoidance of doubt, retention or similar amounts.

Restricted Company Stock. “Restricted Company Stock” means those shares of Company Stock that were awarded under the Company Stock Plan and are subject to restrictions pursuant to one of the following Restricted Stock Agreements, true and correct copies of each having been provided to Purchaser: (a) Restricted Stock Agreement, with a Grant Date of March 21, 2016, between the Company and DeRamus; (b) Restricted Stock Agreement, with a Grant Date of March 21, 2016, between the Company and Peter Scott; (c) Restricted Stock Agreement, with a Grant Date of March 21, 2016, between the Company and Tim McLaughlin; and (d) Restricted Stock Agreement, with a Grant Date of September 28, 2017, between the Company and Peter Scott; provided, however, that all restrictions placed on such Restricted Company Stock shall terminate as a result of the Acquisition.

Retained Key Owners. “Retained Key Owners” means DeRamus and Johnson.

Retention. “Retention” shall have the meaning as set forth in the R&W Insurance and shall be subject to reduction as set forth in the R&W Insurance.

Rollover Amount. “Rollover Amount” means the dollar amount determined by multiplying (a) 40% of the aggregate number of shares of Company Stock held by the Retained Key Owners (i.e., 1,872,000 shares of Company Stock) by (b) an amount equal to the Per Share Closing Payment.

Seller Indemnified Parties. “Purchaser Indemnified Parties” means the Company, the Equityholders, and the Equityholder Representative and their respective officers, directors, equityholders, partners, employees, agents, representatives, successors and assigns and their respective Affiliates.

Stockholders. “Stockholders” mean the holders of Company Stock.

Software. “Software” means any computer program, operating system, applications system, firmware or software of any nature, whether operational, under development or inactive including all object code, source code, comment code, algorithms, menu structures or arrangements, icons, operational instructions, scripts,

A-10

commands, syntax, screen designs, reports, designs, concepts, technical manuals, test scripts, user manuals and other documentation therefor, whether in machine-readable form, programming language or any other language or symbols, and whether stored, encoded, recorded or written on disk, tape, film, memory device, paper or other media of any nature and all data bases necessary or appropriate to operate any such computer program, operating system, applications system, firmware or software.

Target Working Capital Amount. “Target Working Capital Amount” means negative $4,155,000.00.

Tax. “Tax” means any tax (including any income tax, franchise tax, capital gains tax, gross receipts tax, value-added tax, surtax, excise tax, ad valorem tax, transfer tax, stamp tax, sales tax, use tax, property tax, business tax, withholding tax or payroll tax), levy, assessment, tariff, duty (including any customs duty), deficiency or fee, and any related charge or amount (including any fine, penalty or interest), imposed, assessed or collected by or under the authority of any Governmental Authority responsible for the imposition of Taxes.

Tax Law. “Tax Law” means any foreign, federal, state, or local Legal Requirements relating to Taxes.

Tax Liability Amount. “Tax Liability Amount” means any (A) the amount of unpaid Taxes of the Company with respect to any Pre-Closing Tax Period or pre-Closing portion of any Straddle Period provided, however, that, for purposes hereof, Tax Liability Amount shall not include any Taxes (A) to the extent otherwise taken into account in the calculation of the Merger Consideration, (B) imposed, incurred or otherwise attributable to any actions taken, or caused to be taken, by the Purchaser, the Company, or any subsidiary or any Affiliate of the foregoing Persons on the Closing Date after the Closing, or (C) that are due to the unavailability in any taxable period (or portion thereof) beginning after the Closing Date of any net operating losses, credits or other Tax assets or attributes that arose in a taxable period (or portion thereof) ending on or prior to the Closing Date.

Tax Return. “Tax Return” means any return (including any information return), report, statement, declaration, estimate, schedule, notice, notification, form, election, certificate or other document or information filed with or submitted to, or required to be filed with or submitted to, any Governmental Authority in connection with the determination, assessment, collection or payment of any Tax or in connection with the administration, implementation or enforcement of or compliance with any Legal Requirement relating to any Tax.

Transaction Agreements. “Transaction Agreements” means this Agreement, and any agreement entered into in connection with or pursuant to this Agreement and any amendments to the foregoing.

Unvested Option. “Unvested Option” means any Company Option or portion thereof that, pursuant to the terms and conditions set forth in the Company Stock Plan and the grant applicable to such Company Option, has not vested, or would not vest in the entirety effective upon the consummation of the transactions.

Vested In-The-Money Options. “Vested In-The-Money Options” means all Vested Options that are outstanding as of immediately prior to the Effective Time with an exercise price per Share that is less than the Per Share Closing Payment.

Vested Option. “Vested Option” means any Company Option, or portion thereof that, pursuant to the terms and conditions set forth in the Company Stock Plan and the grant applicable to such Company Option, has vested, or would vest effective upon the consummation of the transactions contemplated hereby.

Warrantholder. “Warrantholder” means the holder of a valid and unexpired Company Warrant.

Warrant Cancellation Agreement. “Warrant Cancellation Agreement” means an Warrant Cancellation Agreement substantially in the form attached as Exhibit E hereto.

Working Capital Guidelines and Sample Calculations. “Working Capital Guidelines and Sample Calculations” means the working capital guidelines and sample calculations in substantially the form attached as Exhibit J hereto.

A-11

Other Defined Terms. In addition to the terms defined above in this Exhibit A, the following terms shall have the meanings ascribed to such terms in the Sections set forth below:

Term	Section
280G Vote Result		4.6
Acquisition		Recitals
Additional Option		1.6
Advisory Group		10.2
Agreement Date		Preamble
Applicable Limitation Date		9.3(b)
Basket		9.4(a)(i)
Benefit Plans		2.14(a)
Certificates		1.8(a)
CFIUS		3.7
Closing		1.3
Closing Adjustment Statement		1.12(b)
Closing Certificate		1.7
Closing Date		1.3
Company		Preamble
Confidential Information		11.2(a)
Contingent Workers		2.13(a)
D&O Indemnified Parties		8.4
D&O Tail		0
DGCL		Recitals
Disclosure Schedules		2
Disputed Line Items		1.12(c)
Dissenting Shares		1.9(a)
Domain Name		2.7(j)
EAR		2.7(l)
Effective Time		1.3
Embedded Software		2.7(d)
Employment Arrangements		1.10(a)(vi)
Environmental Laws		2.16(c)
Equityholder Representative		Preamble
Estimated Closing Balance Sheet		1.12(a)
Expense Fund		10.3
Expense Fund Amount		10.3
Final Closing Adjustment		1.12(f)
Final Closing Adjustment Items		1.12(c)
Final Closing Adjustment Statement		1.12(c)
FIRMMA Pilot Program		3.7
General Survival Period		9.3(b)
Government Officials		2.20(a)
Holdback Period		1.11(b)
Indemnification Cap		9.4(a)(ii)
Indemnification Notice		9.3(c)
Indemnifying Party		9.2(a)
Information Statement		1.8(b)
Interim Balance Sheet		2.3(a)
Interim Balance Sheet Date		2.3(a)
Material Customers		2.10
Material Real Property Lease		2.6(a)

A-12

Term	Section
Merger Consideration		1.2(b)
Merger Sub		Preamble
Miles		11.4
Neutral Accountant		1.12(d)
Objection Notice		1.12(c)
Option Cancellation Agreement		1.8(i)
Parties		Preamble
Party		Preamble
Paying Agent		1.8(a)
Payment Schedule		1.7
Performance Benefit Agreement		4.4(b)
Post-Closing Straddle Period		8.3(c)
Post-Closing Tax Periods		8.3(a)
Pre-Closing Straddle Period		8.3(c)
Pre-Closing Tax Periods		8.3(a)
Privacy Laws and Requirements		2.7(p)
Privileged Materials		11.5
Product		2.8
Purchase Price Adjustment Holdback Deficit		1.11(a)
Purchaser		Preamble
Related Party		2.18
Representative Engagement Agreement		10.2
Representative Expenses		10.2
Representative Group		10.2
Retained Key Owners		1.2(c)
Retention Agreement		4.4(a)
Retention Amount		4.4(a)
Secretary		1.3
Straddle Return		8.3(c)
Stub Period		8.3(b)
Supplier		2.11
Surviving Corporation		1.1(a)
Tax Representations		9.3(b)
Third Party Claim		9.2(a)
Transmittal Letters		1.8(b)
Ultimate Parent Shares		1.2(c)
Union		2.13(c)
WARN Act		2.13(e)
Written Stockholder Consent		1.10(a)(iii)

A-13

EXHIBIT B

AMENDED AND RESTATED COMPANY CHARTER

EXHIBITS C-1 and C-2

FORM OF TRANSMITTAL LETTERS

EXHIBIT D

FORM OF OPTION CANCELLATION AGREEMENT

EXHIBIT E

FORM OF WARRANT CANCELLATION AGREEMENT

EXHIBIT F

EMPLOYMENT ARRANGEMENTS

EXHIBIT G

RETENTION RSUs

EXHIBIT H

PERFORMANCE RSUs

EXHIBIT I

DISCLOSURE SCHEDULES

EXHIBIT J

WORKING CAPITAL GUIDELINES AND SAMPLE CALCULATIONS

EX-99.1

Rapid7’s Proposed Acquisition of DivvyCloud April 28, 2020 Exhibit 99.1

Disclaimers This presentation contains forward looking statements. All statements contained in this presentation other than statements of historical facts, including, without limitation, statements regarding the anticipated closing of the DivvyCloud acquisition, the impact of the DivvyCloud acquisition on our products, strategy and future results of operations, our market opportunity and demand for our product and service offerings, are forward-looking statements. Our use of the words “anticipate,” “believe,” “continue,” “estimate,” “expect,” “intend,” “may,” “will” and similar expressions are intended to identify forward-looking statements. The events described in our forward-looking statements are subject to a number of risks and uncertainties, assumptions and other factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by the forward-looking statements. Risks that could cause or contribute to such differences include, but are not limited to, risks arising from the ongoing COVID-19 pandemic, fluctuations in our quarterly results, failure to meet our publicly announced guidance or other expectations about our business, our rapid growth and ability to sustain our revenue growth rate, the ability of our products and professional services to correctly detect vulnerabilities, competition in the markets in which we operate, market growth, our ability to innovate and manage our growth, our ability to complete the acquisition of DivvyCloud, our ability to integrate acquired companies, including DivvyCloud, our ability to operate in compliance with applicable laws as well as other risks and uncertainties set forth in the “Risk Factors” section of our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 28, 2020, our Current Report on Form 8-K filed on the date hereof, and in the subsequent reports that we file with the Securities and Exchange Commission. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those expressed in any forward-looking statements we may make. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements. You should, therefore, not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this presentation. This presentation also contains estimates and other statistical data made by independent parties and by us relating to market size and growth and other data about our industry. This data involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. Neither we nor any other person makes any representation as to the accuracy or completeness of such data or undertakes any obligation to update such data after the date of this presentation. In addition, projections, assumptions and estimates of our future performance and the future performance of the markets in which we operate are necessarily subject to a high degree of uncertainty and risk.

Experienced researchers and consultants coupled with global user base Collect data across the IT environment, scale with ease and integrate seamlessly with existing tools Award-winning cloud products deliver visibility, analytics, and automation to unite teams and tools Rapid7 will close the security achievement gap by creating great teaming experiences across development, IT and security and making the most successful security operations practices accessible to all. Our Mission Unified Cloud Platform Community Expertise Best of Breed Technology

Rapid7 to acquire DivvyCloud for $145 million Description DivvyCloud protects cloud and container environments from misconfigurations, policy violations, and threats Public Cloud Support Customers 50+ customers, including: Cloud Security Becoming Mission-Critical for Enterprises As workloads move to the cloud, traditional security risk management is impacted Forrester forecasts $11B in cloud security by 2022 DivvyCloud is a Leader in Cloud Security Posture Management DivvyCloud provides visibility, analytics, automation and continuous compliance for core cloud layers Support for multiple cloud environments is a key differentiator Acquisition is Highly Strategic –Significant Step into Cloud Gartner forecasts CSPM to grow 20% in 2021, faster than any other segment Extensible platform to serve enterprise “Cloud Centers of Excellence” with a suite of security solutions Rapid7’s Acquisition of DivvyCloud * * Closing expected in Q2 2020, subject to customary closing conditions

Freedom to Innovate DivvyCloud helps organizations take advantage of cloud and containers, giving developers the freedom to innovate. DivvyCloud protects cloud and container environments from: Misconfigurations Policy Violations Threats IAM challenges * Closing expected in Q2 2020, subject to customary closing conditions *

Prevent misconfigurations and policy violations from ever happening. Enforce policy during the CI/CD process delivering a better “security” experience to developers. Preventative Better Experience Consistent, unified policy enforcement across AWS, Azure, and GCP. Multi-cloud Holistic Protection Combine static analysis of the IaC plan with dynamic analysis of the existing cloud environments to identify risk holistically. Use existing DivvyCloud policies and scope these by application. Condition-based Policy Customizable Enforcement Choose to warn or fail a build based on policy violation criticality. CI/CD Integration Works with any CI/CD pipeline including Jenkins, TravisCI, Azure Pipelines, etc Cloud Security with DivvyCloud

Industry leading capabilities in several key security segments: VM, SIEM, Cloud & Application Security, and SOAR According to Gartner, ~$250bn will be spent on public cloud services in 2020, with ~80% of users using 2+ clouds Unification of Security and IT operational data creates growth opportunity Rapid7 analysis based on IDC market data as of 2019 (1) $7bn Cloud Security Market size based on Forrester research * Closing expected in Q2 2020, subject to customary closing conditions Core Market Today SecOps and Cloud Security Opportunity $9bn $34bn Core Market Today Expanding TAM through Innovation & Acquisition * (1)

Acquired Date Product Market Businesses Impact Appspider (NT Objectives) Q2’15 Application Security Expands Threat Exposure Management solutions to enable security teams to assess risk in assets and applications in their environments Logentries Q4’15 SIEM & IDR Adds machine data search, forensics and compliance capabilities; has contributed meaningfully to the business as IDR now accounts for more than 30% of new ARR Komand Q3’17 SOAR Enabling security teams to be more efficient with security orchestration and automation tCell Q4’18 Application Security Enhances web application security capabilities with tCell’s RASP solution Netfort Q2’19 IDR Leverages network monitoring, traffic visibility and analytics to improve detection and investigation into risky devices DivvyCloud Q2’20 Cloud Security Provides access to the rapidly growing cloud security market with a differentiated, multi-cloud supported solution Disciplined inorganic strategy has opened new markets and expanded the Company’s capabilities over the past five years Proven Track Record of Successful Acquisitions

Landing across Four Core Pillars * Closing expected in Q2 2020, subject to customary closing conditions *

Thank You

EX-99.2

Exhibit 99.2

Rapid7 Announces Intent to Acquire DivvyCloud and Provides Preliminary First Quarter 2020 Financial Results

Acquisition will strengthen the company’s ability to offer its customers comprehensive cloud security posture management

Boston, MA — April 28, 2020 Rapid7, Inc. (NASDAQ: RPD), a leading provider of security analytics and automation, today announced that it has entered into a definitive agreement to acquire Divvy Cloud Corporation, a leader in Cloud Security Posture Management (CSPM). Under the terms of agreement, Rapid7 will acquire DivvyCloud for a total purchase price of approximately $145 million, subject to adjustments, to be paid in cash and stock. The acquisition is expected to close during the second quarter of 2020, subject to the satisfaction of customary closing conditions.

As organizations accelerate their migration and adoption of cloud services, they need help bringing Security and DevOps teams together to understand and effectively manage the governance, risk and security of their cloud and container environments. Through DivvyCloud’s platform, Rapid7 customers will have the ability to innovate more securely, move out of data centers and into the cloud, and make infrastructure accessible and manageable.

DivvyCloud enables deep visibility, combined with automated prevention and real-time remediation of risk to deliver continuous security and compliance for cloud environments, including support for Amazon Web Services, Microsoft Azure, Google Cloud Platform, Alibaba Cloud and Kubernetes. Using DivvyCloud, customers can protect cloud and container environments from misconfiguration, policy violations, external and internal threats, and identity and access management challenges.

Quotes

• “We are thrilled to welcome DivvyCloud, its customers, and the entire DivvyCloud team to the Rapid7 family,” said Corey Thomas, chairman and CEO, Rapid7. “With the acceleration of cloud adoption introducing new enterprise risk areas, we’re excited to bring Security and DevOps teams together with DivvyCloud’s best-of-breed compliance, risk management and governance for multi-cloud and container environments, while also integrating it with our Insight Cloud platform to create enduring customer value.”

• “Joining forces with Rapid7 is a natural next step,” said Brian Johnson, CEO and co-founder, DivvyCloud. “Their commitment to customers, employees, and company culture is well-aligned with the values that have made DivvyCloud so successful. With the combined expertise of both Rapid7 and DivvyCloud, we are even better positioned to help enterprises accelerate innovation using cloud and containers without the loss of control.”

• “Security teams are constantly challenged with understanding and effectively managing the risk and security for cloud environments at DevOps speeds,” said Lee Weiner, chief innovation officer, Rapid7. “DivvyCloud’s technology, team, and market leadership in the cloud security space will enable Rapid7 to better serve its customers’ needs by helping them innovate more securely, and provide a robust set of compliance and remediation paths for those with modern cloud infrastructure.”

Rapid7 provides one of the most comprehensive security operations platforms in the market today, with a broad set of best-of-breed capabilities across SIEM-based incident detection and response, vulnerability management, application security and security automation and orchestration. Through this acquisition, Rapid7 will address the growing need for organizations to secure multi-cloud environments by extending the cloud security capabilities of its Insight platform.

RTP Ventures, MissionOG, and Providence Strategic Growth, an affiliate of Providence Equity Partners, were the lead investors in DivvyCloud. DC Advisory served as DivvyCloud’s financial advisor and Miles & Stockbridge served as legal advisor.

Preliminary First Quarter Financial Results

Rapid7 also provided preliminary estimated financial results for the first quarter ended March 31, 2020. Preliminary estimates of revenue and non-GAAP loss from operations for the first quarter 2020 exceeded Rapid7’s previous guidance provided on February 10, 2020. Rapid7 anticipates revenue for the first quarter 2020 to be in the range of $93.8 million to $94.0 million. For the first quarter 2020, the Company anticipates GAAP loss from operations to be in the range of $(20.3) to $(20.1) million, and non-GAAP loss from operations to be in the range of $(4.4) to $(4.2) million.

Preliminary First Quarter 2020 Key Metrics

	As of March 31,
	2020			2019			% Change
Annualized recurring revenue (in millions)	$	350.6 to $ 350.8		$	268.2			31	%
Number of customers		9,024			7,934			14	%
ARR per customer (in thousands)	$	38.9		$	33.8			15	%
Renewal rate*		106	%		117	%

* Rapid7’s renewal rate as of March 31, 2019 was adjusted from 120%, as previously disclosed, to 117% based on a reclassification of certain upsells and cross-sells.

The above preliminary estimated financial data and key metrics as of and for the three months ended March 31, 2020 are based upon Rapid7’s estimates and are subject to completion of the Company’s financial closing procedures. Moreover, these data have been prepared solely on the basis of currently available information by, and are the responsibility of, Rapid7. Rapid7’s independent registered public accounting firm has not audited or reviewed, or expressed an opinion with respect to, these data. This information is not a comprehensive statement of Rapid7’s financial results for this period, and its actual results may differ materially from these estimates due to the completion of its financial closing procedures, final adjustments, completion of the review of the Company’s financial statements and other developments that may arise between now and the time the review of Rapid7’s financial statements is completed. There can be no assurance that these estimates will be realized, and estimates are subject to risks and uncertainties, many of which are not within our control. Complete quarterly results as of and for the three months ended March 31, 2020 are expected to be announced in connection with the Company’s first quarter financial results earnings conference call, to be held on May 7, 2020, and included in the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2020.

Second Quarter and Full-Year 2020 Guidance

Rapid7 anticipates annualized recurring revenue, revenue, and non-GAAP income (loss) from operations to be in the following ranges:

	Second Quarter 2020							Full-Year 2020
Annualized recurring revenue (in millions)								$	387.0		to	$	407.0
Year-over-year growth									14	%	to		20	%
Revenue (in millions)	$	94.6		to	$	96.2		$	388.0		to	$	395.0
Year-over-year growth		20	%	to		22	%		19	%	to		21	%
Non-GAAP income (loss) from operations (in millions)	$	1.0		to	$	2.0		$	(3.0	)	to	$	(1.0	)

The guidance provided above is forward-looking in nature. Actual results may differ materially. See the cautionary note regarding “Forward-Looking Statements” below. Guidance for the second quarter and full-year 2020 assumes the anticipated closing of the DivvyCloud acquisition in the second quarter of 2020, which has not yet been consummated, and includes the anticipated contribution from the acquisition of DivvyCloud as of May 1, 2020. Guidance for the second quarter and full-year 2020 does not include any potential impact of foreign exchange gains or losses. In addition, fluctuations in Rapid7’s quarterly operating results may be particularly pronounced in the current economic environment due to the uncertainty caused by, and the unprecedented nature of, the current COVID-19 pandemic, whose severity, duration and ultimate impact is difficult to predict at this time. The guidance above also assumes that there are no new or recurrent shocks to the global economy, that the quarter ended June 30, 2020 will

see the highest negative impact to economic growth and that it will be a 12-to-24 month economic recovery period. The primary set of drivers of Rapid7’s actual financial performance relative to the ranges provided will be a function of how long the economy remains closed and at what pace it recovers when it reopens. The guidance provided above is based on a number of assumptions, estimates and expectations as of the date of this press release and, while presented with numerical specificity, this guidance is inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the Company’s control and are based upon specific assumptions with respect to future business decisions or economic conditions, some of which may change. Rapid7 undertakes no obligation to update guidance after this date.

Non-GAAP guidance excludes estimates for stock-based compensation expense, amortization of acquired intangible assets, acquisition-related expenses and litigation-related expenses. Rapid7 has provided a reconciliation of historical non-GAAP financial measures to the most comparable GAAP measures in the financial statement tables included in this press release. A reconciliation of non-GAAP guidance measures to the most comparable GAAP measures is not available on a forward-looking basis without unreasonable efforts due to the high variability, complexity and low visibility with respect to the charges excluded from these non-GAAP measures.

Acquisition Details

Under the terms of the acquisition agreement, Rapid7 will acquire DivvyCloud for a total purchase price of approximately $145 million, subject to adjustments. The purchase price includes approximately $128.3 million in cash to be paid at closing, $7.4 million of deferred cash payments and $9.3 million in stock. DivvyCloud co-founders Brian Johnson and Chris DeRamus have agreed to join Rapid7.

Revolving Credit Facility

Rapid7 today announced that it has entered into a new three-year revolving credit facility with Keybank National Association that provides borrowing capacity up to $30 million with an accordion feature to expand borrowing capacity up to $70 million. Rapid7 does not intend to immediately draw on this revolving credit facility.

Conference Call and Webcast Information

Rapid7 will host a conference call today, April 28, 2020, to discuss the acquisition at 4:30 p.m. Eastern Time. The call will be accessible by telephone at 877-357-4230 (domestic) or 629-228-0721 (international). The call will also be available live via webcast on the Company’s website at https://investors.rapid7.com. A telephone replay of the conference call will be available at 855-859-2056 or 404-537-3406 (access code 5172645) until May 5, 2020. A webcast replay will be available at https://investors.rapid7.com.

About Rapid7

Rapid7 (Nasdaq: RPD) is advancing security with visibility, analytics, and automation delivered through our Insight cloud. Our solutions simplify the complex, allowing security teams to work more effectively with IT and development to reduce vulnerabilities, monitor for malicious behavior, investigate and shut down attacks, and automate routine tasks. Over 9,000 customers rely on Rapid7 technology, services, and research to improve security outcomes and securely advance their organizations. For more information, visit our website, check out our blog, or follow us on LinkedIn.

About DivvyCloud

DivvyCloud protects cloud and container environments from misconfigurations, policy violations, threats, and identify and access management challenges. With automated prevention and real-time remediation of risk, DivvyCloud customers achieve continuous security and compliance, and can fully realize the benefits of cloud and container technology. Freedom is good. Chaos is bad. To learn more: www.divvycloud.com.

About KeyCorp

KeyCorp’s roots trace back 190 years to Albany, New York. Headquartered in Cleveland, Ohio, Key is one of the nation’s largest bank-based financial services companies, with assets of approximately $145.0 billion at December 31, 2019. Key provides deposit, lending, cash management, and investment services to individuals and businesses in 15 states under the name KeyBank National Association through a network of approximately 1,100 branches and more than 1,400 ATMs. Key also provides a broad range of sophisticated corporate and investment banking products, such as merger and acquisition advice, public and private debt and equity, syndications and derivatives to middle market companies in selected industries throughout the United States under the KeyBanc Capital Markets trade name. For more information, visit https://www.key.com/. KeyBank is Member FDIC.

Preliminary Non-GAAP Financial Measures and Key Metrics

To supplement our preliminary revenue and GAAP loss from operations estimates, which are prepared and presented in accordance with generally accepted accounting principles in the United States (GAAP), but, as noted above, are preliminary estimates based on information available to management as of the date hereof, we have provided investors with certain preliminary non-GAAP financial measures and key metrics, which we believe are helpful to our investors. We use these non-GAAP financial measures and key metrics for financial and operational decision-making purposes and as a means to evaluate period-to-period comparisons. We also use certain non-GAAP financial measures as performance measures under our executive bonus plan. We believe that these non-GAAP financial measures and key metrics provide useful information about our operating results, enhance the overall understanding of past financial performance and future prospects and allow for greater transparency with respect to metrics used by our management in its financial and operational decision-making.

While our non-GAAP financial measures are an important tool for financial and operational decision-making and for evaluating our own operating results over different periods of time, you should review the reconciliation of our non-GAAP financial measures to the comparable GAAP financial measures included below, and not rely on any single financial measure to evaluate our business.

Non-GAAP Financial Measures

We define non-GAAP loss from operations as GAAP loss from operations excluding the effect of stock-based compensation expense, amortization of acquired intangible assets, and certain other items such as acquisition-related expenses, and litigation-related expenses.

We believe these non-GAAP financial measures are useful to investors in assessing our operating performance due to the following factors:

Stock-based compensation expense. We exclude stock-based compensation expense because of varying available valuation methodologies, subjective assumptions and the variety of equity instruments that can impact our non-cash expense. We believe that providing non-GAAP financial measures that exclude stock-based compensation expense allows for more meaningful comparisons between our operating results from period to period.

Amortization of acquired intangible assets. We believe that excluding the impact of amortization of acquired intangible assets allows for more meaningful comparisons between operating results from period to period as the intangible assets are valued at the time of acquisition and are amortized over several years after the acquisition.

Litigation-related expenses. We exclude certain litigation-related expenses consisting of professional fees and related costs incurred by us related to significant litigation outside the ordinary course of business. We believe it is useful to exclude such expenses because we do not consider such amounts to be part of our ongoing operations.

Acquisition-related expenses. We exclude acquisition-related expenses as costs that are unrelated to the current operations and neither are comparable to the prior period nor predictive of future results.

Key Metrics

Annualized Recurring Revenue (ARR). ARR is defined as the annual value of all recurring revenue related contracts in place at the end of the period. ARR does not have a standardized definition and is therefore unlikely to be comparable to similarly titled measures presented by other companies. ARR should be viewed independently of revenue and deferred revenue as ARR is an operating metric and is not intended to be combined with or replace these items. ARR is not a forecast of future revenue and can be impacted by contract start and end dates and renewal rates, and does not include revenue reported as perpetual license or professional services revenue in our consolidated statement of operations.

Number of Customers. We define a customer as any entity that has (1) an active Rapid7 contract or a contract that expired within 90 days or less of the applicable measurement date; and for Logentries products, those customers with a contract value equal to or greater than $2,400 per year, or (2) purchased Rapid7 professional services within the 12 months preceding the applicable measurement date.

ARR per Customer. We define ARR per customer as ARR divided by the number of customers at the end of the period.

Renewal Rate. We calculate our renewal rate by dividing the dollar value of renewed customer agreements, including upsells and cross-sells of additional products, but excluding professional services, in a trailing 12-month period by the dollar value of the corresponding customer agreements.

GAAP to Non-GAAP Reconciliation (in millions)

	Three Months Ended March 31, 2020
GAAP loss from operations	$	(20.3) - $ (20.1)
Add: Stock-based compensation expense		13.3
Add: Amortization of acquired intangible assets		1.7
Add: Acquisition-related expenses		0.3
Add: Litigation-related expenses		0.6
Non-GAAP (loss) income from operations	$	(4.4) - $ (4.2)

Cautionary Language Concerning Forward-Looking Statements

This press release includes forward-looking statements. All statements contained in this press release other than statements of historical facts, including, without limitation, statements regarding our preliminary results for the first quarter of 2020, our financial guidance for the second quarter and full year 2020, the assumptions underlying such guidance and the timing of global economic recovery, the anticipated closing of the DivvyCloud acquisition, the impact of the DivvyCloud acquisition on our products, strategy and future results of operations, and the anticipated impact of COVID-19 on our guidance, business, financial condition and results of operations are forward-looking statements. Our use of the words “anticipate,” “believe,” “continue,” “estimate,” “expect,” “intend,” “may,” “will” and similar expressions are intended to identify forward-looking statements.

The events described in our forward-looking statements are subject to a number of risks and uncertainties, assumptions and other factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by the forward-looking statements. Risks that could cause or contribute to such differences include, but are not limited to, risks arising from the ongoing COVID-19 pandemic, fluctuations in our quarterly results, failure to meet our publicly announced guidance or other expectations about our business, our rapid growth and ability to sustain our revenue growth rate, the ability of our products and professional services to correctly detect vulnerabilities, our customers renewal of their subscriptions with us, competition in the markets in which we operate, market growth, our ability to innovate and manage our growth, our sales cycles, our ability to complete the acquisition of DivvyCloud, our ability to integrate acquired companies, including DivvyCloud, our ability to operate in compliance with applicable laws as well as other risks and uncertainties set forth in the “Risk Factors” section of our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 28, 2020, in the Current Report on Form 8-K filed with the Securities and Exchange Commission on the date of this press release and in the subsequent reports that we file with the Securities and Exchange Commission. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those expressed in any forward-looking statements we may make. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements. You should, therefore, not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this press release.

Rapid7 Investor Relations

Sunil Shah

Vice President, Investor Relations

+1-857-990-4074

investors@rapid7.com

Rapid7 Media Relations

Caitlin Doherty

Public Relations Manager

+1-857-990-4240

press@rapid7.com

DivvyCloud Media Relations

Jackie Fekeci

Senior Marketing Communications Manager

+1-571-483-8792

jackie.fekeci@divvycloud.com

EX-99.3

Exhibit 99.3

Rapid7 Announces Proposed Private Offering of $200 Million of Convertible Senior Notes

BOSTON, MA – April 28, 2020 – Rapid7, Inc. (“Rapid7”) (Nasdaq: RPD) today announced that it intends to offer, subject to market conditions and other factors, $200 million aggregate principal amount of convertible senior notes due 2025 in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). Rapid7 also intends to grant the initial purchasers of the notes an option to purchase up to an additional $30.0 million aggregate principal amount of notes.

The notes will be general unsecured obligations of Rapid7 and will accrue interest payable semiannually in arrears. The notes will be convertible into cash, shares of Rapid7’s common stock or a combination of cash and shares of Rapid7’s common stock, at Rapid7’s election. The interest rate, initial conversion rate and other terms of the notes will be determined at the time of pricing of the offering.

Rapid7 intends to use a portion of the net proceeds from the offering to pay the cost of the capped call transactions described below. Rapid7 intends to use the remainder of the net proceeds for working capital and other general corporate purposes.

In connection with the pricing of the notes, Rapid7 expects to enter into capped call transactions with one or more of the initial purchasers or their respective affiliates and/or other financial institutions (the “option counterparties”). The capped call transactions are expected to offset the potential dilution to Rapid7’s common stock as a result of any conversion of notes, with such reduction subject to a cap. If the initial purchasers exercise their option to purchase additional notes, Rapid7 expects to enter into additional capped call transactions with the option counterparties.

Rapid7 expects that, in connection with establishing their initial hedges of the capped call transactions, the option counterparties and/or their respective affiliates may enter into various derivative transactions with respect to Rapid7’s common stock and/or purchase shares of Rapid7’s common stock concurrently with or shortly after the pricing of the notes, including with or from certain investors in the notes. This activity could increase (or reduce the size of any decrease in) the market price of Rapid7’s common stock or the notes at that time.

In addition, Rapid7 expects that the option counterparties and/or their respective affiliates may modify or unwind their hedge positions by entering into or unwinding various derivative transactions and/or purchasing or selling Rapid7’s common stock or other securities of Rapid7 in secondary market transactions following the pricing of the notes and prior to the maturity of the notes (and are likely to do so on each exercise date for the capped call transactions, which are expected to be scheduled to occur during the observation period relating to the conversion of the notes on or after November 1, 2024 that is not in connection with a redemption). This activity could also cause or prevent an increase or a decrease in the market price of Rapid7’s common stock or the notes, and to the extent the activity occurs during any observation period related to a conversion of notes, this could affect the amount and value of the consideration that a noteholder will receive upon conversion of its notes.

Neither the notes, nor any shares of Rapid7’s common stock issuable upon conversion of the notes, have been registered under the Securities Act or any state securities laws, and unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.

This press release is neither an offer to sell nor a solicitation of an offer to buy any securities, nor shall it constitute an offer, solicitation or sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

About Rapid7

Rapid7 (Nasdaq: RPD) is advancing security with visibility, analytics, and automation delivered through our Insight cloud. Rapid7’s solutions simplify the complex, allowing security teams to work more effectively with IT and development to reduce vulnerabilities, monitor for malicious behavior, investigate and shut down attacks, and automate routine tasks. Over 9,000 customers rely on Rapid7 technology, services, and research to improve security outcomes and securely advance their organizations.

Investor Relations Contact

Sunil Shah

Vice President, Investor Relations

+1-857-990-4074

investors@rapid7.com

Media Relations

Caitlin Doherty Public

Relations Manager

+1-857-990-4240

press@rapid7.com

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of federal securities laws, including statements concerning the proposed terms of the notes and the capped call transactions, the completion, timing and size of the proposed offering and capped call transactions and the anticipated use of net proceeds from the offering. These forward-looking statements include all statements contained in this press release that are not historical facts and such statements are, in some cases, identified by words such as “anticipate,” “could,” “expect,” “intend,” “may,” “plan,” “will,” “would” or the negative or plural of these words or similar expressions or variations. These forward-looking statements are based on the information currently available to Rapid7 and on assumptions Rapid7 has made. Actual results may differ

materially from those described in the forward-looking statements and are subject to a variety of assumptions, uncertainties, risks and factors that are beyond Rapid7’s control including, without limitation: market risks, trends and conditions; and those risks detailed from time-to-time under the caption “Risk Factors” and elsewhere in Rapid7’s Securities and Exchange Commission filings and reports, including Rapid7’s Annual Report on Form 10-K filed on February 28, 2020, as well as future filings and reports by Rapid7. Except as required by law, Rapid7 undertakes no duty or obligation to update any forward-looking statements contained in this release as a result of new information, future events, changes in expectations or otherwise.

XML

Document and Entity Information	Apr. 23, 2020
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001560327
Document Type	8-K
Document Period End Date	Apr. 23, 2020
Entity Registrant Name	Rapid7, Inc.
Entity Incorporation State Country Code	DE
Entity File Number	001-37496
Entity Tax Identification Number	35-2423994
Entity Address, Address Line One	120 Causeway Street
Entity Address, City or Town	Boston
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02114
City Area Code	(617)
Local Phone Number	247-1717
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, $0.01 par value per share
Trading Symbol	RPD
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false