BROADRIDGE FINANCIAL SOLUTIONS, INC. (Form: 8-K, Received: 03/29/2021 08:02:14)

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): March 27, 2021

BROADRIDGE FINANCIAL SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)


001-33220	33-1151291
(Commission file number)	(I.R.S. Employer Identification No.)

5 Dakota Drive
Lake Success, New York 11042

(Address of principal executive offices)

Registrant’s telephone number, including area code: (516) 472-5400

N/A

(Former name or former address, if changed since last report)

------------

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 Act:

Title of Each Class:		Name of Each Exchange on Which Registered:		Trading Symbol
Common Stock, par value $0.01 per share		New York Stock Exchange		BR

Securities registered pursuant to Section 12(g) of the Act: None

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.

Share Purchase Agreement and Warranty Deed

On March 27, 2021, Broadridge Financial Solutions, Inc., a Delaware corporation (“Broadridge” or the “Company”) and its wholly-owned subsidiary Broadridge Sweden Holdings AB (“BR Holdings”), a company incorporated under the laws of Sweden, entered into a share purchase agreement (the “Share Purchase Agreement”) with Cidron Delfi S.À R.L. (“Institutional Seller”), Itiviti Invest V AB (“MIP Seller”), Itiviti Intressenter AB (“KIP Seller”) and the individuals named therein (the “Individual Sellers” and collectively with the Institutional Seller, the MIP Seller and the KIP Seller, the “Sellers”) pursuant to which the Sellers have agreed to sell 100% of the issued and outstanding capital stock (the “Shares”) of Itiviti Holding AB, a company incorporated under the laws of Sweden (“Itiviti Holding”), to BR Holdings (the “Acquisition”). Key persons engaged in the management of the operations of Itiviti Holding and its subsidiaries (the “Target Group”) (the “Management Warrantors”) have agreed to give certain warranties and a tax indemnity as set forth in the Warranty Deed, dated on the same date as the Share Purchase Agreement, by and between BR Holdings and the Management Warrantors (the “Warranty Deed”).

At the closing of the Acquisition (the “Closing”), Broadridge will acquire Itiviti Holding pursuant to the Share Purchase Agreement on a cash-free, debt-free basis, for the aggregate purchase price (the “Purchase Price”) payable by BR Holdings of EUR2.143 billion in cash (which amount includes funds required to repay all outstanding indebtedness of the Target Group at Closing), subject to certain adjustments as described in the Share Purchase Agreement. Broadridge is acting as guarantor of the obligations of BR Holdings under the Share Purchase Agreement, including payment of the Purchase Price. The Purchase Price will be funded by cash on hand, and new indebtedness.

The Closing is subject to customary closing conditions and the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “Competition Condition”).

The Share Purchase Agreement contains certain warranties from BR Holdings and Broadridge confirming that they have and will have definitive loan agreements from financing sources and/or a letter from the financing banks in an amount sufficient, together with cash on hand, to fund the Purchase Price. The Share Purchase Agreement contains customary title and capacity warranties from the Sellers. In addition, the Warranty Deed contains certain customary warranties and a tax indemnity from the Management Warrantors relating to the Target Group and its historic business and operations. In addition, BR Holdings has obtained a warranty and indemnity insurance policy, which will provide coverage to BR Holdings in respect of certain losses arising from breaches of the warranties and tax indemnity contained in the Share Purchase Agreement and the Warranty Deed.

The Share Purchase Agreement contains limited termination rights for each of BR Holdings and the Sellers (arising in certain specified circumstances only). In particular, the Share Purchase Agreement will automatically terminate if the Competition Condition is not satisfied by June 15, 2021 (or such later date as agreed by the Institutional Seller and BR Holdings). The Institutional Seller is entitled (but not obliged) to terminate the Share Purchase Agreement if proceedings or investigations regarding the transaction are commenced by regulatory authorities.

The Share Purchase Agreement has been approved by the board of directors of Broadridge, and the Acquisition is expected to close in the fourth quarter of Fiscal Year 2021, after the Competition Condition has been satisfied.

The descriptions of the Share Purchase Agreement and Warranty Deed above are summaries only, and are qualified in their entirety by reference to the Share Purchase Agreement and Warranty Deed, which are attached to this Form 8-K as Exhibits 2.1 and 10.1, respectively, and incorporated by reference herein. The representations and warranties contained in the Share Purchase Agreement were made solely for purposes of allocating contractual risks between the parties and not as a means of establishing facts. Such representations and warranties may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating the terms of the Share Purchase Agreement and shall not be relied on as factual information at the time they were made or otherwise. The Share Purchase Agreement may have different standards of materiality than under applicable securities laws.

Term Credit Agreement

Concurrently with the execution of the Share Purchase Agreement, on March 27, 2021, Broadridge entered into a term credit agreement (the “Term Credit Agreement”) among the Company, as borrower, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, providing for term loan commitments in an aggregate principal amount of $2.55 billion (“Term Commitments”). The Term Commitments are comprised of a $1.0 billion U.S. dollar tranche (“Tranche 1”, and the term loans funded thereunder, the “Tranche 1 Loans”) and a $1.55 billion U.S. dollar tranche (“Tranche 2”, and the term loans funded thereunder, the “Tranche 2 Loans”; and the Tranche 2 Loans, together with the Tranche 1 Loans, the “Loans”). The Company expects to borrow the Loans on or shortly prior to the date the Acquisition is to be consummated. The Loans must be borrowed, if at all, in a single funding. Once borrowed, amounts repaid or prepaid in respect of such Loans may not be reborrowed. The Tranche 1 Loans will mature on the date that is 18 months after the date on which the Loans are borrowed (the “Funding Date”). The Tranche 2 Loans will mature on the third anniversary of the Funding Date. The proceeds of the Loans will be used by the Company to finance the Acquisition and pay certain fees and expenses in connection therewith.

The Company may permanently reduce outstanding unfunded Tranche 1 or Tranche 2 commitments and/or voluntarily prepay Loans at any time, in each case, in whole or in part and without premium or penalty (but subject to customary breakage provisions in respect of any such prepayments). In the event of receipt of cash proceeds by the Company or its subsidiaries from certain incurrences of indebtedness, certain equity issuances, and certain sales, transfers or other dispositions of assets, the Company will be required to permanently reduce outstanding unfunded Tranche 1 or Tranche 2 commitments and/or prepay outstanding Loans, in each case, subject to certain limitations and qualifications as set forth in the Term Credit Agreement. If the Funding Date occurs prior to the date of closing of the Acquisition (the “Closing Date”), then the Company must prepay the entire outstanding principal amount of all the Loans on the earliest of (i) if the Closing Date has not occurred on or prior to the 12th day after the Funding Date, the day that is three business days after such 12th day, (ii) if the Closing Date has not occurred on or prior to June 15, 2021, the third business day thereafter, and (iii) if the Share Purchase Agreement is terminated prior to the Closing Date, the third business day after such termination.

The Term Credit Agreement contains affirmative and negative covenants that the Company believes are usual and customary for transactions of this type. The negative covenants include, among other things, limitations on liens, subsidiary indebtedness, sale and leaseback transactions, restrictive agreements, transactions with affiliates, and certain mergers, consolidations and transfers of all or substantially all of the Company’s consolidated assets. The Term Credit Agreement also prohibits the Company from exceeding a maximum leverage ratio. Upon the occurrence of certain customary events of default set forth in the Term Credit Agreement, including payment defaults, breaches of covenants, a change of control, judgment defaults and cross acceleration or cross default under other material indebtedness of the Company, the Administrative Agent may with the consent, and upon the request, of a majority of the lenders accelerate repayment of the loans and cancel all of the commitments outstanding under the Term Credit Agreement. Upon certain insolvency and bankruptcy events of default, the Loans shall automatically accelerate and all of the outstanding commitments under the Term Credit Agreement shall be automatically cancelled. During the period between the Funding Date and the Closing Date, the exercise of rights and remedies in respect of certain events of default will be tolled.

The Company will pay a ticking fee on the outstanding unfunded Tranche 1 and Tranche 2 commitments at a rate of 11.0 basis points per annum (subject to step-ups to 20.0 basis points and a step-down to 9.0 basis points based on ratings) (the “Applicable Rate”), payable in arrears on the last day of the applicable accrual period. The ticking fee for each tranche will accrue at the Applicable Rate beginning on the date of the Term Credit Agreement and ending on the date of termination of the applicable commitment (whether as a result of the Funding Date or otherwise). The Tranche 1 Loans will initially bear interest at LIBOR plus 0.750% per annum (subject to step-ups to LIBOR plus 1.125% or a step-down to LIBOR plus 0.625% based on ratings). The Tranche 2 Loans will initially bear interest at LIBOR plus 0.875% per annum (subject to step-ups to LIBOR plus 1.250% or a step-down to LIBOR plus 0.750% based on ratings).

The foregoing description of the Term Credit Agreement is only a summary and is qualified in its entirety by reference to the full text of the Term Credit Agreement, which is attached as Exhibit 10.2 hereto and is hereby incorporated into this Item 1.01 by reference. The representations and warranties contained in the Term Credit Agreement were made solely for purposes of allocating contractual risks between the parties and not as a means of establishing facts. Such representations and warranties may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating the terms of the Term Credit Agreement and shall not be relied on as factual information at the time they were made or otherwise. The Term Credit Agreement may have different standards of materiality than under applicable securities laws.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information contained in and incorporated into Item 1.01 above relating to the Term Credit Agreement is hereby incorporated into this Item 2.03 by reference.

Item 7.01

Regulation FD Disclosure.

On March 29, 2021, the Company issued a press release announcing the execution of the Share Purchase Agreement and the Term Credit Agreement. The press release is furnished as Exhibit 99.1 to this Form 8-K.

On March 29, 2021, Broadridge hosted a conference call and webcast to discuss the Acquisition. The slide presentation posted to Broadridge’s website at www.broadridge-ir.com in connection with the conference call is attached hereto as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

The information furnished pursuant to Items 7.01 and 9.01, including Exhibits 99.1 and 99.2, 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 under that Section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.

Forward-Looking Statements

This Current Report on Form 8-K may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements that are not historical in nature, and which may be identified by the use of words such as “expects,” “assumes,” “projects,” “anticipates,” “estimates,” “we believe,” “could be” and other words of similar meaning, are forward-looking statements. These risks and uncertainties include those risk factors discussed in Part I, “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended June 30, 2020 (the “2020 Annual Report”), as they may be updated in any future reports filed with the Securities and Exchange Commission. All forward-looking statements speak only as of the date of this 8-K and are expressly qualified in their entirety by reference to the factors discussed in the 2020 Annual Report. These statements are based on management’s expectations and assumptions and are subject to risks and uncertainties that may cause actual results to differ materially from those expressed.

Factors related to the transactions discussed in this Form 8-K that could cause actual results to differ materially from those contemplated by the forward-looking statements include:

•	uncertainties as to the timing to consummate the potential transaction;

•	the risk that a condition to closing the potential transaction may not be satisfied;

•	the risk that regulatory approvals are not obtained or are obtained subject to conditions that are not anticipated by the parties;

•	potential litigation relating to the potential transaction that could be instituted;

•	the effects of disruption to Broadridge’s or the Target Group’s respective businesses;

•	the impact of transaction costs;

•	Broadridge’s ability to achieve the benefits from the proposed transaction;

•	Broadridge’s ability to effectively integrate the acquired operations into its own operations;

•	the ability of Broadridge to retain and hire key Target Group personnel;

•	the effects of any unknown liabilities;

•	the diversion of management time on transaction-related issues; and

•	the failure to obtain any financing necessary to complete the acquisition.

Factors that could cause actual results to differ materially from those contemplated by the forward-looking statements include:

•	the potential impact and effects of the Covid-19 pandemic (“Covid-19”) on the business of Broadridge, Broadridge’s results of operations and financial performance, any measures Broadridge has and may take in response to Covid-19 and any expectations Broadridge may have with respect thereto;

•	the success of Broadridge in retaining and selling additional services to its existing clients and in obtaining new clients;

•	Broadridge’s reliance on a relatively small number of clients, the continued financial health of those clients, and the continued use by such clients of Broadridge’s services with favorable pricing terms;

•	a material security breach or cybersecurity attack affecting the information of Broadridge’s clients;

•	changes in laws and regulations affecting Broadridge’s clients or the services provided by Broadridge;

•	declines in participation and activity in the securities markets;

•	the failure of Broadridge’s key service providers to provide the anticipated levels of service;

•	a disaster or other significant slowdown or failure of Broadridge’s systems or error in the performance of Broadridge’s services;

•	overall market and economic conditions and their impact on the securities markets;

•	Broadridge’s failure to keep pace with changes in technology and the demands of its clients;

•	Broadridge’s ability to attract and retain key personnel;

•	the impact of new acquisitions and divestitures; and

•	competitive conditions.

There may be other factors that may cause our actual results to differ materially from the forward-looking statements. Our actual results, performance or achievements could differ materially from those expressed in, or implied by, the forward-looking statements. We can give no assurances that any of the events anticipated by the forward-looking statements will occur or, if any of them do, what impact they will have on our results of operations and financial condition. You should carefully read the factors described in the “Risk Factors” section of the 2020 Annual Report for a description of certain risks that could, among other things, cause our actual results to differ from these forward-looking statements.

Item 9.01. Financial Statements and Exhibits.

Exhibits.

Exhibit No.	Description
2.1*	Share Purchase Agreement dated March 27, 2021, by and among Broadridge Financial Solutions, Inc., Broadridge Sweden Holdings AB, Cidron Delfi S.À R.L., Itiviti Invest V AB, Itiviti Intressenter AB and Individual MIP Sellers named therein.
10.1*	Warranty Deed dated March 27, 2021 by and between Broadridge Sweden Holdings AB and persons listed therein as Management Warrantors.
10.2	Term Credit Agreement as of dated March 27, 2021, among Broadridge Financial Solutions, Inc., the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent.
99.1	Press Release dated March 29, 2021.
99.2	Investor Presentation dated March 29, 2021.
104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

* Certain exhibits and schedules have been omitted and the Company agrees to furnish supplementally to the Securities and Exchange Commission a copy of any omitted exhibits upon request. Pursuant to Item 601(a)(6) of Regulation S-K, certain information has been redacted or omitted and marked by brackets and asterisks.

SIGNATURES

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

Dated: March 29, 2021

	BROADRIDGE FINANCIAL SOLUTIONS, INC.

	By:	/s/ Adam D. Amsterdam
	Name:	Adam D. Amsterdam
	Title:	Corporate Vice President and General Counsel

EXHIBIT 2.1

CERTAIN PORTIONS OF THE EXHIBIT THAT ARE NOT MATERIAL AND WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED HAVE BEEN REDACTED PURSUANT TO ITEM 601(B)(10)(IV) OF REGULATION S-K. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED.

DATE: 27 MARCH 2021

SHARE purchase agreement

ENTERED INTO BETWEEN

Cidron Delfi S.à r.l.,

Itiviti Invest V AB

Itiviti Intressenter AB,

and

The Individual MIP sellers

as THE sellers

and,

BROADRIDGE SWEDEN HOLDINGS AB,

AS THE BUYER

AND

the Buyer’s guarantor,

Regarding the sale and purchase of THE ENTIRE ISSUED SHARE CAPITAL OF

Itiviti Holding AB

160 Queen Victoria Street

London EC4V 4QQ, UK

Tel: +44 (0) 20 7184 7000

Fax: +44 (0) 20 7184 7001

TABLE OF CONTENTS

		Page
1	Definitions and Interpretations	2
	Definitions	2
	Interpretation	14

2	Sale and purchase	15
	Agreement to sell and purchase	15
	Waiver of pre-emption rights	16

3	Consideration	16
	Amount	16

4	Condition to Closing	16

5	Period before Closing	19

6	Indebtedness Schedule	23

7	Closing	23
	Date and place	23
	Closing arrangements	23

8	Leakage	24

9	Warranties and undertakings	26
	Seller Warranties	26
	Seller Information Disclosure Confirmation	27
	Buyer’s warranties	27
	Buyer’s Guarantor warranties	29
	Buyer’s undertakings	30

10	Limitation of liability	31
	Monetary limits	31
	Notice of claims	31
	Buyer actions; Events after the date of this Agreement	32
	Contingent liabilities	32
	Losses	32
	No double recovery	32
	Corresponding benefits	33
	Recovery from third parties	33
	Insurance	33
	Management Presentation	33
	No right of rescission	33
	Investigation by Seller Representatives	34
	Conduct of Third Party Claims	34
	Fraud	35

11	Tax information	35

12	Undertakings	35

13	Announcements and confidentiality	36
	Announcements	36
	Confidentiality	36

14	Guarantee	38

15	Protection of the interests of the Buyer	39

16	Notices	39
	Service of notices	39

17	General	40
	Further assurances	40
	Termination	41
	Costs	41
	Assignment	41
	Variation	42
	Rights of third parties	42
	Entire agreement	42
	Inconsistency	43
	Remedies	43
	Waiver	43
	Severance	43
	Counterparts and duplicates	43
	Individual MIP Sellers’ Representative	43
	Governing Law	44
	Jurisdiction	44
	Agent for service of process	44

SCHEDULE 1 The Sellers and the Shares

SCHEDULE 2 Conduct of business prior to Closing		51

SCHEDULE 3 Closing Obligations

SCHEDULE 4 Briefing Paper

iii

Agreed Form Documents

Agreements to be entered into or provided on the date of this Agreement (simultaneously with delivery of this Agreement):

W&I Policy.

Disclosure Letter.

Management Warranty Deed.

VDD Reliance Letters.

Buyer’s Announcement.

Institutional Seller’s Announcement.

Confirmation by email from CSI that ISDA Agreements are terminable by the Target Group on Closing and quoting a fixed redemption amount for such termination at the estimated Closing Date specified by the Buyer.

The PrefCo Buyback Agreement and PrefCo Buyback Ancillaries (in a form which states that the amount payable will be equal to the Redemption Amount in the PrefCo Investment Agreement, and the PrefCo Shareholders) will accordingly immediately and unconditionally transfer their PrefCo shares as contemplated thereby on Closing upon receipt of the PrefCo Pay-Off Amount.

Evidence that the Buyer is authorised to execute this Agreement and any other Transaction Document to which it is a party and all requisite corporate authorities.

10.

The Buyer’s Guarantor's evidence that it is authorised to execute this Agreement and any other Transaction Document to which it is a party and all requisite corporate authorities.

11.

Evidence that each Seller is authorised to execute this Agreement and any other Transaction Document to which it is a party.

Agreed form documents to be entered into on Closing

Resolution of extraordinary general meeting to be held in the Target, Itiviti AB and Itiviti Group Holding AB.

Termination agreements in respect of all arrangements (if any) between a Target Group Company and any member of a Seller’s Group in respect of any management, advisory or monitoring fees.

A resignation letter from each of Fredrik Näslund, Emil Anderson and Per Larsson resigning from their respective offices with each Target Group Company and from any other person which the Buyer requires to resign from his/her office as a director and/or secretary and/or officer of each Target Group Company where he/she holds any such office.

The Deed of Release.

The share register of the Target, duly updated to reflect all relevant transfers of Shares in connection with the Pre-Closing Restructuring, and with the relevant transferees of those Shares having been entered in that share register as the owners of those Shares.

The share register of Itiviti PreferenceCo AB updated to reflect the repurchase of the PrefCo Shares by Itiviti PreferenceCo AB pursuant to the PrefCo Buyback Agreement and the PrefCo Buyback Ancillaries.

Share register of the Target showing the Buyer as the owner of all issued shares representing the whole of the issued and allotted share capital of the Target.

Date: 27 March 2021

Parties

(1)	CIDRON DELFI S.À.R.L., a private limited liability company (société à responsabilité limitée) incorporated and existing under the laws of Luxembourg having its registered office at 8 Rue Lou Hemmer, L-1748, Findel, Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Registre de Commerce et des Sociétés under number B.157774 (the “Institutional Seller”);
(2)	ITIVITI INVEST V AB, a private limited liability company incorporated and existing under the laws of Sweden having its registered office at C/o Itiviti AB, Box 7742, 103 95 Stockholm, Sweden, registered with the Swedish Companies Registration Office under number 559172-2219 (the “MIP Seller”);
(3)	ITIVITI INTRESSENTER AB, a private limited liability company incorporated and existing under the laws of Sweden having its registered office at C/o Itiviti Group AB, Box 7742, 103 95 Stockholm, Sweden, registered with the Swedish Companies Registration Office under number 556964-1045 (the “KIP Seller”);
(4)	THE INDIVIDUALS whose names and addresses are set out in columns (1) and (2), respectively, of Part A of Schedule 1 (the “Individual MIP Sellers” and together with the Institutional Seller, the MIP Seller and the KIP Seller, the “Sellers”);
(5)	BROADRIDGE SWEDEN HOLDINGS AB a private limited liability company incorporated under the laws of Sweden having its registered office at Box 270, S-851 04 Sundsvall, Sweden, registered with the Swedish Companies Registration Office under number 559301-7386 (the “Buyer”); and
(6)	BROADRIDGE FINANCIAL SOLUTIONS, INC. of 5 Dakota Drive, Suite 300, Lake Success, NY 11042 (the “Buyer’s Guarantor”).

Introduction

(A)

The Target Group carries on the Business. The Shares constitute the entire issued share capital of the Target.

(B)

The Sellers have agreed to sell the Shares and to assume the obligations imposed on the Sellers under this Agreement.

(C)

The Buyer has agreed to purchase the Shares, to perform and comply with its obligations as set out in clause 7 and Schedule 3 and to assume the other obligations imposed on the Buyer under this Agreement.

(D)

The Buyer’s Guarantor has agreed to guarantee the obligations of the Buyer under this Agreement.

(E)

In connection with the transactions contemplated by this Agreement, the Management Warrantors and the Buyer have agreed to enter into the Management Warranty Deed on the date of this Agreement.

(F)

In consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

Definitions and Interpretations

Definitions

1.1

In this Agreement, unless the context requires otherwise, the capitalised terms set out below have the following meanings:

“2019 Accounts”

the audited consolidated annual accounts of Itiviti Group Holding AB and the audited entity annual accounts of each of Itiviti Holding AB, Itiviti AB and Itiviti PreferenceCo AB each as at and for the period ended on 31 December 2019;

“2020 Accounts”	the audited consolidated annual accounts of the Target (and the Target Group) as at and for the period ended on 31 December 2020;

“Accounts”	the 2019 Accounts or the 2020 Accounts;

“Accounts Date”	31 December 2019, or 31 December 2020 once the 2020 Accounts have been audited and approved;

“Agreed Rate”	for the period up to and including 10 May 2021, 1.72 per cent. per annum and for the period following 10 May 2021, 4 per cent. per annum;

this “Agreement”	this share purchase agreement, including the Introduction and the Schedules, as amended, supplemented, modified or restated from time to time;

“Alternative Financing”	has the meaning given in Clause 9.3(h);

“AO Agreements”	collectively, the agreements pursuant to which NYFIX Inc. has made an investment in Alpha Omega Financial Systems, Inc., as amended from time to time;

“Business”	the business conducted by the Target Group on the date of this Agreement;

“Business Day”	any day that is not a Saturday or Sunday or a public holiday on which banks are generally open for business in the Luxembourg, Sweden or the United Kingdom;

“Buyer”	has the meaning given in the Introduction;

“Buyer’s Announcement”	the public announcement to be made by the Buyer in the agreed form relating to the signing of the Transaction;

“Buyer’s Antitrust Solicitors”	Covington & Burling LLP of 265 Strand, Holborn, London WC2R 1BH, United Kingdom;

“Buyer’s Group”	the Buyer and its connected persons, and references to its “group” shall be construed accordingly, which shall include (for the avoidance of doubt) the Target Group following Closing;

“Buyer’s Guaranteed Obligations”	has the meaning given in Clause 14.1;

“Buyer’s Guarantor”	has the meaning given in the Introduction;

“Closing”	completion of the sale and purchase of the Shares, and the Parties’ compliance with their obligations pursuant to Clause 7;

“Closing Date”	the date on which Closing is to take place, determined in accordance with Clause 7.1;

“Competition Condition”	has the meaning given in Clause 4.1;

“Competition Filings”	has the meaning given in Clause 4.2(a);

“Confidential Information”	with respect to any person, all information of a confidential or proprietary nature (whether or not specifically labelled or identified as “confidential”), in any form or medium, that relates to the products, financial condition, services or research or development of such person or their respective suppliers, distributors, customers, independent contractors or other business relations, including the following: (i) internal business and financial information (including information relating to strategic and staffing plans and practices, business, finances, training, marketing, distribution, promotional and sales plans and practices, cost, rate and pricing structures and accounting and business methods); (ii) identities of, individual requirements of, specific contractual arrangements with, and information about, that person’s suppliers, distributors, customers, independent contractors or other business relations and their confidential information; (iii) trade secrets, know-how, compilations of data and analyses, techniques, systems, formulae, recipes, research, records, reports, manuals, documentation, models, data and data bases relating thereto; (iv) inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports and all similar or related information (whether or not patentable); and (v) other Intellectual Property;

“Confidentiality Agreement”	the confidentiality agreement dated 28 October 2020 and made between Broadridge Financial Solutions, Inc., Nordic Capital CV1 Limited (acting in its capacity as general partner to Nordic Capital CV1 Alpha, L.P. and Nordic Capital CV1 Beta, L.P.) and Itiviti Group Holding AB;

“Consideration”	has the meaning given in Clause 3.1;

“D&O Policy”	has the meaning given in Clause 12.1;

“Data Room”	the ‘Project Iconic’ data room operated by Intralinks to which the Buyer's deal team had been given access between 6 March 2021 and 25 March 2021, containing the documents listed in the Data Room Index;

“Data Room Index”	the index to the Data Room in the agreed form (as included as Schedule 2 of the Disclosure Letter);

“Debt Pay-Off Amount”	the amount specified in the Indebtedness Schedule required on Closing to discharge all amounts owed by the Target Group under the Existing Facilities (including any fees, costs, expenses, principal and interest and any other amounts owing), the Hedging Agreements (as defined in the Existing Facilities), the Hedging Transactions (as defined in the Intercreditor Agreement) and any other associated hedging arrangements and to release all Transaction Security (as defined in the Intercreditor Agreement) and any other guarantees and security (however described) in relation to the Existing Facilities;

“Deed of Release”	a deed of release in respect of, amongst other things, the termination, cancellation and prepayment of all Facilities (under and as defined in) the Existing Facilities, the Hedging Agreements (as defined in the Existing Facilities), the Hedging Transactions (as defined in the Intercreditor Agreement), any other associated hedging arrangements, any Ancillary Facility, the release, discharge and reassignment (as applicable) of any and all ‘Transaction Security’ (as such term is defined in the Intercreditor Agreement) and the revocation of any power of attorney granted under any Existing Facility;

“Disclosed”	fairly disclosed to the Buyer with sufficient detail as would enable a reasonable buyer to identify the nature and scope of the matter disclosed;

“Disclosure Documents”	the documents in the Data Room and all documents appended to the Disclosure Letter;

“Disclosure Letter”	the letter dated the same date as this Agreement from the Management Warrantors to the Buyer together with the Disclosure Documents;

“Encumbrance”	any claim, charge, mortgage, lien, option, equity, power of sale, hypothecation, usufruct or other security interest of any nature whatsoever, right of first refusal, right of pre-emption, retention of title arrangement or other third party right, interest or claim of any kind, or any agreement, arrangement or obligation to create any of the foregoing;

“EV to Equity Bridge”	the enterprise value to equity value bridge relating to the Transaction in the agreed form;

“Existing Facilities”	the third party financial indebtedness of the Target Group pursuant to the First Lien Facilities Agreement and the Second Lien Facility Agreement;

“Existing Shareholder Debt”	the indebtedness incurred (in SEK) pursuant to (i) a loan agreement between Itiviti AB and Cidron Delphi Limited dated 12 January 2016 (the “2016 Loan”), and (ii) a loan agreement between Itiviti AB and Cidron Delfi Limited dated 11 January 2017 (the “2017 Loan”), each as amended by an extension letter between the parties dated 3 January 2019 (including all accrued interest thereon), which as at the date of this Agreement is estimated to be: (y) SEK16,165,888.93 in outstanding principal and SEK265,740.64 in outstanding interest in respect of the 2016 Loan and (z) SEK14,965,377.95 in outstanding principal and SEK249,286.30 in outstanding interest in respect of the 2017 Loan, and which will continue to accrue until Closing at a rate of 8% per annum unless payments are made prior to Closing;

“Existing Shareholder Debt Pay-Off Amount”	the amount in SEK required on Closing to discharge the Existing Shareholder Debt;

“Financing”	means the debt financing contemplated by the Financing Agreements;

“Financing Agreements”	has the meaning given in Clause 9.2;

“Financing Letter”	has the meaning given in Clause 9.2;

“Financing Sources”	means the persons that have provided or committed to provide the Financing, and the parties to any Financing Agreements, or loan, underwriting, purchase, placement, escrow, or similar agreements related to any Financing, and the respective affiliates, successors and assigns of the foregoing;

“First Lien Facilities Agreement”	means the EUR denominated facilities agreement dated 13 March 2018 between Itiviti Group Holding AB (as Parent and Original Guarantor), Itiviti Group AB (as Original Borrower and Original Guarantor), Credit Suisse International, DNB Bank ASA, Sweden Branch, UBS Limited and UniCredit Bank AG, London Branch (as Arrangers) and Credit Suisse International (as Facility Agent and Security Agent);

“GAAP”	means United States generally accepted accounting principles;

“Governmental Authority”	any supra national, national, state, municipal or local government (including any subdivision, court, administrative agency or commission or other authority thereof) or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority, including the European Union;

“Guarantee Beneficiaries”	has the meaning given in Clause 14.1;

“IFRS”	means the International Financial Reporting Standards, International Accounting Standards and interpretations of those standards issued by the International Accounting Standards Board and the International Financial Reporting Interpretations Committee and their predecessor bodies as endorsed by the European Union;

“Indebtedness Schedule”	has the meaning given in Clause 5.6;

“Institutional Seller’s Announcement”	the public announcement to be made by the Institutional Seller in the agreed form relating to the signing of the Transaction;

“Intellectual Property”	trademarks, service marks, trade names, domain names, trade dress, logos, patents, inventions, registered and unregistered design rights, copyrights, database rights and all other similar rights in any part of the world (including know-how) including any registration of such rights and applications for such registrations;

“Intercreditor Agreement”	the intercreditor agreement between, amongst others, Credit Suisse International as original first lien agent, Elavon Financial Services DAC, UK Branch as original second lien agent, the Financial Institutions (defined therein), Itiviti PreferenceCo AB as the original investor, Itiviti Group Holding AB as the parent, Itiviti Group AB as the company dated 13 March 2018;

“Interest Payment Amount”	an amount equivalent to interest at the Agreed Rate, from (and excluding) the Locked Box Date to (and including) the Closing Date, on an amount equal to (A) less ((B) + (C)) where (A) is the amount set out in Clause 3.1(a), (B) is the amount (if any) referred to in Clause 3.1(c) and (C) is the amount (if any) referred to in Clause 3.1(d), such amount to accrue daily, as notified in the Indebtedness Schedule;

“Law”	with respect to any person, any legislation or other governmental, federal, provincial, state, local or municipal law (including common law), ordinance, regulation, rule, code, injunction, judgment, determination, directive or treaty applicable to such person;

“Leakage”

(a)

any dividend or other distribution of capital, income or profit declared or paid or any repurchase, redemption, repayment or return of share or loan capital (or any other relevant securities) by a Target Group Company to any Seller or any Related Person of a Seller;

	(b)	any payments (including any management, monitoring, service or directors’ fees, bonus or other compensation) made by a Target Group Company to, or assets or rights or other benefits or interest in the same transferred to or liabilities (actual or contingent, including by giving of a guarantee) assumed, indemnified or incurred by a Target Group Company for the benefit of, any Seller or any Related Person of a Seller (including with respect to any share capital or other securities of a Target Group Company);
	(c)	the waiver by a Target Group Company of any amount, liability or obligation owed to that Target Group Company by any Seller or any Related Person of a Seller;
	(d)	the payment of any Seller Transaction Expenses by a Target Group Company for the benefit of any Seller or any Related Person of a Seller to the extent that such Seller Transaction Expenses are not included in the Indebtedness Schedule;
	(e)	the payment of any non-recoverable Tax incurred or paid by a Target Group Company as a result of those matters set out in paragraphs (a) to (d) above; and
	(f)	any agreement to do any of the matters referred to in any of (a) to (e) above,

	other than any Permitted Leakage Payment and, in each case, net of: (i) any amount in respect of VAT which is recoverable as input tax by a Target Group Company; and (ii) the amount of any Tax credit or benefit obtained or actually obtainable by any member of the Buyer’s Group or the Target Group (including a Tax reduction or the creation or the increase of carried back or forward Tax losses) as a result of any Leakage that is used by or actually available to any member of the Buyer’s Group or Target Group;

“Leakage Amount”	has the meaning given in Clause 3.3;

“Leakage Claim”	has the meaning given in Clause 8.2(a);

“Leakage Dispute”	has the meaning given in Clause 8.4;

“Leakage Expert”	has the meaning given in Clause 8.4;

“Loan Agreements”	has the meaning given in Clause 9.2;

“Locked Box Accounts”	the unaudited consolidated balance sheet of the Target Group as at the Locked Box Date;

“Locked Box Date”	31 December 2020;

“Long Stop Date”	15 June 2021;

“Management Covenantors”	each of the [***]

“Management Warrantor”	each of Robert Mackay, Peter van Tiggelen, Linda Middleditch and Anil Shah;

“Management Warranty Deed”	the deed pursuant to which the Management Warrantors give certain warranties and a tax indemnity to the Buyer in relation to the Target Group and the Business, entered into on the date of this Agreement;

“Material Contracts”	the top 20 customer contracts of the Target Group as identified by Management Warrantors and provided as part of the Disclosure Documents and the means the top 20 supplier contracts of the Target Group as identified by Management Warrantors and provided as part of the Disclosure Documents;

“Merger Regulation”	has the meaning given in Clause 4.1;

“National Competition Authorities”	Governmental Authorities which are relevant to the Competition Condition;

“Nordic Advisor”	any Nordic Capital entity which from time to time advises or manages Nordic Capital Funds;

“Nordic Capital Fund”	any fund entity (including any limited partnership) advised or managed from time to time by a Nordic Advisor, but for this purpose not including any investor or limited partner or equivalent in any such fund or limited partnership;

“Nordic Capital Fund Entity”	any company or other entity which is (directly or indirectly) owned and controlled by any Nordic Capital Fund and which is not a Nordic Capital Fund Portfolio Entity;

“Nordic Capital Fund Portfolio Entity”	any portfolio company of any Nordic Capital Fund;

“Normal Business Hours”	has the meaning given in Clause 16.3;

“Parties”	the Sellers, the Buyer and the Buyer’s Guarantor;

“Permitted Encumbrances”	(a)	security interests securing liabilities which are reflected or reserved against in the Accounts or the Locked Box Accounts to the extent so reflected or reserved in each case that will not be released in full on Closing;

	(b)	Encumbrances for Taxes, assessments and other governmental charges (i) not yet due, payable or delinquent or (ii) being contested in good faith by appropriate proceedings;

	(c)	Encumbrances arising out of or imposed in the ordinary course of business pursuant to Law applicable to the relevant industry in any territory in which the Business is carried out or by any Governmental Authority with jurisdiction over the regulation of the activities of the Target Group in the applicable territory;

	(d)	statutory liens arising out of operation of Law with respect to a liability incurred in the ordinary course of business;

	(e)	mechanic’s, contractor’s, and similar liens arising or incurred in the ordinary course of business for amounts not yet due and payable or delinquent or which are being contested in good faith by appropriate proceedings;

	(f)	security interests securing rental payments under capital lease arrangements;

	(g)	zoning, building codes and other land use Laws regulating the use or occupancy of property or the activities conducted thereon which are imposed by any governmental, administrative or regulatory body which are not violated by the current use or occupancy of such property;

	(h)	easements, rights, covenants, conditions and restrictions of record;

	(i)	with respect to any contracts or agreements, the express terms and conditions set out in such contracts or agreements;

	(j)	Encumbrances that will be discharged on or prior to Closing; and

	(k)	other imperfections of title or Encumbrances, if any, that do not secure any obligation for borrowed money and, individually or in the aggregate, do not materially impair, and are not reasonably likely to materially impair, the continued use and operation of the assets to which they relate in the operation of the Business as conducted as of the date of this Agreement;

“Permitted Leakage Payment”	(a)	any payment provided for, liability incurred or amounts agreed to be paid or payable under the terms of the Transaction Documents;

	(b)	any payment provided for, liability incurred or amounts agreed to be paid or payable or in connection with the Pre-Closing Reorganisation, which are not settled repaid or extinguished on or before Closing;

	(c)	payment of any amount accrued, provided for or Disclosed in the Locked Box Accounts or the EV to Equity Bridge;

	(d)	any payment for any services or other benefits (including the right to use products) between a Target Group Company on the one hand and any Nordic Capital Fund Portfolio Entity on the other hand, which is on an arms’ length basis and in the ordinary course of business;

	(e)	any repayment of the Existing Shareholder Debt set out in the Locked Box Accounts, together with interest which accrues thereon between the Locked Box Date and Closing (including for the avoidance of doubt the payment of the Existing Shareholder Debt Pay-Off Amount on Closing);

	(f)	the accrual and/or payment of emoluments, salaries, directors’ fees, pension contributions, expenses or bonuses made to employees, workers, directors, officers or consultants of any Target Group Company in the ordinary and usual course of business consistent with past practice, together with any Tax or social security costs or contributions thereon;

	(g)	any payment made or costs, liabilities or expenses incurred or to be made or incurred on behalf of any Target Group Company at the request of, or with the prior written consent of, the Buyer;

	(h)	Director fees in the aggregate amount of EUR 21,000 per calendar month payable to directors employed by any member of the Institutional Seller’s group in respect of the period from the Locked Box Date to the Closing Date;

	(i)	Transaction Bonuses up to the Transaction Bonus Amount;

	(j)	any Tax incurred or paid as a result of the matters set out in paragraphs (a) to (i); and

	(k)	any agreement to do any of the matters referred to in paragraphs (a) to (j) above;

“Pre-Closing Reorganisation”	the corporate reorganisation steps to be carried out after the date of this Agreement and before Closing as set out in the “Project Iconic” sell-side structuring memorandum prepared by Öhrlings PricewaterhouseCoopers AB dated 24 February 2021, together with all relevant associated documents and agreements that have been provided by the Sellers to the Buyer, strictly provided that no such implementation, steps, actions, undertakings, approvals or obligations of any kind may be approved or undertaken if they are not specifically described or recommended in either (a) that structuring memorandum; or (b) any relevant documents provided to the Buyer and approved in writing by the Buyer, such approval not to be unreasonably withheld, conditioned or delayed;

“Pre-Contractual Statement”	has the meaning given in Clause 17.12(b);

“PrefCo Articles”	the articles of association of Itiviti PreferenceCo AB which govern the PrefCo Shares;

“PrefCo Buyback Agreement”	the buyback agreement between Itiviti AB and the holders of the PrefCo Shares dated on or about the date of this Agreement;

“PrefCo Buyback Ancillaries”	the loan agreement between the Buyer and Itiviti AB in respect of the PrefCo Pay-Off Amount, the resolutions of Itiviti AB in respect of the entry into such loan agreement, the PrefCo Buyback Agreement and related actions, each (with the exception of the resolutions of Itiviti AB) in the agreed form;

“PrefCo Investment Agreement”	PrefCo Investment Agreement related to Itiviti PreferenceCo AB dated 13 March 2018, as amended by an amendment letter dated 18 July 2018;

“PrefCo Pay-Off Amount”	the amount, in USD, specified in the Indebtedness Schedule required on Closing to discharge amounts owed by the Target Group in relation to the PrefCo Shares pursuant to the PrefCo Investment Agreement;

“PrefCo Shares”	the 65,000 preference shares issued by Itiviti PreferenceCo AB in accordance with the PrefCo Articles, which constitute all the preference shares of Itiviti PreferenceCo AB on the date of this Agreement and on Closing;

“Process Agent”	any agent for service of process appointed pursuant to Clause 17.31;

“Registered Intellectual Property Rights”	all Intellectual Property which is registered in the name of a Target Group Company anywhere in the world;

“Related Person”	in the case of a Seller, any members of that Seller's Group;

“Restricted Business”	[***]

“Second Lien Facility Agreement”	means the USD denominated facility agreement dated 13 March 2018 between Itiviti Group Holding AB (as Parent and Original Guarantor), Itiviti Group AB (as Original Borrower and Original Guarantor), Credit Suisse International, MV Private Debt CE S.à r.l., MV Private Debt GC S.à r.l., MV Private Debt OP1 S.à r.l., MV Private Credit E1 S.à r.l., MezzVest Luxembourg III S.à r.l and MezzVest Co-Invest Luxembourg III S.à r.l. (as Arrangers), Elavon Financial Services DAC, UK Branch (as Facility Agent) and Credit Suisse International (as Security Agent);

“Securities Act”	means the U.S. Securities Act of 1933, as amended;

“Sellers”	has the meaning given in the Introduction;

“Seller Claim”	any claim, proceeding, suit or action against a Seller or any member of a Seller’s Group in respect of any breach, warranty, indemnity, covenant, agreement, undertaking or other matter whatsoever under or pursuant to this Agreement or otherwise arising from, relating to or in connection with, the Transaction, other than a Leakage Claim;

“Seller Account”	such account as may be notified in writing by the Institutional Seller to the Buyer at least three (3) Business Days prior to Closing;

“Seller’s Group”	in relation to a Seller, that Seller and its connected persons from time to time, and references to its “group” shall be construed accordingly;

“Seller Guarantees”	any security, guarantee and indemnity given by or binding upon a member of a Seller’s Group in relation to or in connection with a liability of a Target Group Company;

“Sellers’ Antitrust Solicitors”	Baker & McKenzie LLP of 100 New Bridge St, London EC4V 6JA, United Kingdom;

“Sellers’ Solicitors”	Dechert LLP of 160 Queen Victoria Street, London, EC4V 4QQ, United Kingdom;

“Seller Transaction Expenses”	any professional fees, expenses or other costs of a Seller paid, incurred or owing directly in connection with the Transaction by the Target Group (to the extent not paid prior to the Locked Box Date), including 50% of the amount of the VDD Costs (being EUR1,253,777 plus any applicable Taxes on such amount), in each case excluding any recoverable VAT or other taxes payable by a Target Group Company in respect of payment of such fees, expenses or costs;

“Senior Employee”	any employee, worker or director of the Target Group with a base salary of EUR 150,000 or more (or equivalent) per annum;

“Shares”	the preference shares of SEK 0.001 (rounded) and the ordinary shares of SEK 0.001 (rounded) each in the capital of the Target as set out in columns (3) and (4), respectively, of Part A (reflecting the position as at the date of this Agreement) and Part B (reflecting the position at Closing) of Schedule 1;

“Specified Financial Information”	has the meaning given in Clause 5.4(e);

“Surviving Provisions”	Clauses 1, 10, 13, 14, 15, 16 and 17;

“Target”	Itiviti Holding AB, a company incorporated in Sweden with registered number 559097-5776 whose registered office is at C/o Itiviti AB, Box 7742, 103 95 Stockholm, Sweden;

“Target Group”	together, the Target and its subsidiaries (and any one of them shall be a “Target Group Company”);

“Tax” or “Taxation”	all forms of taxation whether of Luxembourg, Sweden, the United Kingdom, France, the United States or elsewhere and whether direct or indirect and whether levied by reference to actual, deemed, gross or net income, profits, gains, net wealth, asset values, turnover, added value, receipt, payment, sale, use, occupation, franchise or values or other reference and statutory, governmental, state, provincial, local governmental or municipal impositions, duties, contributions, rates and levies (including without limitation social security contributions and any other payroll taxes), whenever and wherever imposed (whether imposed by way of a withholding or deduction for or on account of tax or otherwise) and in respect of any person and all related penalties, charges, surcharges, fines, costs and interest relating thereto;

“Tax Authority”	any taxing or other authority competent to impose any liability in respect of Taxation or responsible for the administration or collection of Taxation or enforcement of any Law in relation to Taxation;

“Tax Returns”	any report, declaration, return, information return, estimated Tax declaration, document or statement relating to Tax, including any schedule(s) or attachment(s) thereto and including any amendments thereof;

“Third Party Claim”	has the meaning given in Clause 10.20;

“Transaction”	the transaction contemplated by this Agreement;

“Transaction Bonus Amount”	the amount set out in the Indebtedness Schedule in relation to the Transaction Bonuses, which shall not exceed an aggregate amount equal to EUR 598,000;

“Transaction Bonuses”	certain bonuses to be paid in connection with the Transaction, which shall not exceed the Transaction Bonus Amount in aggregate;

“Transaction Documents”	this Agreement, each document in the agreed form, any other document entered into by the Parties or to be entered into by the Parties pursuant to this Agreement, including the Management Warranty Deed, the Disclosure Letter and the Prefco Buyback Agreement;

“Transfer Taxes”	all transfer, documentary, stamp duty, sales, use, registration, filing, conveyance and any similar Taxes incurred in connection with the transactions contemplated under this Agreement, including any interest, penalty or addition thereto, other than VAT;

“VAT”	means, within the European Union, such Tax as may be levied in accordance with (but subject to derogations from) Directive 2006/112/EC, and elsewhere, any Taxation levied by reference to added value or sales and including any interest or penalties in respect thereof;

“VDD Costs”	the professional fees, expenses or other costs of any Seller or the Target Group paid, incurred or owing directly in connection with the preparation of the Vendor Due Diligence Reports, which total an aggregate amount equal to EUR2,507,553 plus any applicable Taxes on such amount;

“VDD Reliance Letters”	the reliance letters given by and to each of the VDD report providers referred to in items (a), (b), (d) and (e) of “Vendor Due Diligence Reports;

“Vendor Due Diligence Reports”	(a)	the ‘Project Iconic’ financial due diligence report prepared by Öhrlings PricewaterhouseCoopers AB dated 7 January 2021 further updated pursuant to an addendum dated 22 February 2021;
	(b)	the ‘Project Iconic’ tax due diligence report prepared by Deloitte AB dated 7 January 2021;
	(c)	the “Project Iconic” technology due diligence report prepared by BearingPoint on the Target Group dated 7 December 2020;
	(d)	the ‘Project Iconic’ commercial due diligence report prepared by Oliver Wyman dated January 2020; and
	(e)	the ‘Project Iconic’ legal due diligence report prepared by, amongst others, Dechert LLP dated 15 February 2021;

“Warranties”	the warranties given by the Sellers in Clause 9.1 and “Warranty” means any of them;

“Warranty Claim”	any claim, proceeding, suit or action against a Seller in respect of any breach of the Warranties or any of them; and

“W&I Policy”	the buy-side warranty and indemnity insurance policy issued by RSG Underwriting Managers Europe Limited in favour of the Buyer and dated on or around the date of this Agreement.

1.2

References to the “Parties” are to the parties to this Agreement, and each is a “Party”.

1.3

References to “Clauses” are to the Clauses of this Agreement.

1.4

References to the “Introduction” and the “Schedules” are to the introduction and schedules to this Agreement, which form part of this Agreement and have the same force and effect as if set out in the body of this Agreement.

1.5

Where any capitalised term is defined within a particular Clause in the body of this Agreement, that term shall bear the meaning ascribed to it in that Clause wherever it is used in this Agreement.

Interpretation

1.6

The table of contents and headings to Clauses and Schedules are included for ease of reference only, and are not to affect the interpretation of this Agreement.

1.7

In this Agreement, unless expressly stated otherwise:

(a)

the words “include” or “including” (or any similar term) are not to be construed as implying any limitation, and general words shall not be given a restrictive meaning by reason of the fact that they are preceded or followed by words indicating a particular class of acts, matters or things;

(b)

words indicating gender shall be treated as referring to the masculine, feminine or neuter as appropriate;

(c)

a reference to a statute, statutory provision or subordinate legislation (“legislation”) refers to such legislation as amended and in force from time to time and to any legislation that (either with or without modification) re-enacts, consolidates or enacts in rewritten form any such legislation; provided that as between the Parties no such amendment, re-enactment or modification shall apply for the purposes of this Agreement to the extent that it would impose any new or extended obligation, liability or restriction on, or would otherwise adversely affect the rights of, any Party;

(d)

save for the Existing Facilities, the Existing Shareholder Debt, the PrefCo Investment Agreement and any documents referred to in the definition of Debt Pay-Off Amount or otherwise referred to or used in the preparation of the Indebtedness Schedule any reference to any document other than this Agreement is a reference to that other document as amended, varied, supplemented, or novated (in each case, other than in breach of the provisions of this Agreement) at any time;

(e)

a reference to a document “in the agreed form” means a form of document agreed by the Institutional Seller and the Buyer and signed by or on behalf of each of the Institutional Seller and the Buyer and/or initialled or confirmed electronically as being “in the agreed form” by the Sellers’ Solicitor and the Buyer’s Solicitor on behalf of the Institutional Seller and the Buyer respectively;

(f)

references to the time of day are to London Time;

(g)

references to “Euros”, “€” or “EUR” are references to the Euro, being the lawful currency of certain European Union member states;

(h)

references to “US Dollars”, “$” or “USD” are references to the United States Dollar, being the lawful currency of the United States of America;

(i)

references to “SEK” are references to the Swedish Krona, being the lawful currency of the Kingdom of Sweden;

(j)

any amounts required for the purposes of this Agreement to be translated from, any currency other than Euros, shall be translated into Euros in accordance with the prevailing rate of exchange as at the applicable date as quoted by Bloomberg as at such date;

(k)

a reference to something being “in writing” or “written” includes any mode of representing or reproducing words in visible form that is capable of reproduction in hard copy form, including words transmitted by email but excluding any other form of electronic or digital communication;

(l)

a reference to a document or communication being “signed” by or on behalf of any person means signature in manuscript by that person or his duly authorised agent or attorney (which manuscript signature may be affixed and/or transmitted by email) and not any other method of signature;

(m)

any reference to a “person” includes any individual, body corporate, trust, partnership, joint venture, unincorporated association or governmental, quasi-governmental, judicial or regulatory entity (or any department, agency or political sub-division of any such entity), in each case whether or not having a separate legal personality, and any reference to a “company” includes any company, corporation or other body corporate, and any limited partnership or limited liability partnership wherever and however incorporated or established;

(n)

any reference to a “holding company” or a “subsidiary” means a “holding company” or “subsidiary” as defined in section 1159 of the Companies Act 2006, save that a company shall be treated for the purposes of the membership requirement contained in sections 1159(1)(b) and (c) as a member of another company even if its shares in that other company are registered in the name of (i) its nominee or (ii) another person (or its nominee) by way of security or in connection with the taking of security. Any reference to an “undertaking” shall be construed in accordance with section 1169 of the Companies Act 2006 and any reference to a “parent undertaking” or a “subsidiary undertaking” means respectively a “parent undertaking” or “subsidiary undertaking” as defined in section 1162 of the Companies Act 2006, save that an undertaking shall be treated for the purposes of the membership requirement in sections 1162(2)(b) and (d) and section 1162(3)(a) as a member of another undertaking even if its shares in that other undertaking are registered in the name of (i) its nominee or (ii) another person (or its nominee) by way of security or in connection with the taking of security. Such references to an “undertaking”, a “subsidiary undertaking” or a “parent undertaking” shall be amended, where appropriate, by the Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008;

(o)

where any Clause of this Agreement refers to the knowledge or awareness of the Buyer it shall be deemed to the actual awareness (not the constructive, implied or imputed knowledge) of [***], having made no enquiries;

(p)

a person shall be deemed to be "connected" with another if that person is connected with another within the meaning of section 1122 of the Corporation Tax Act 2010; and

(q)

any reference to any English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include what most nearly approximates in that jurisdiction to the English legal term.

Sale and purchase

Agreement to sell and purchase

2.1

On and subject to the terms of this Agreement, the Sellers sell, with full title guarantee free from Encumbrances (save for any Encumbrances that will be discharged on or prior to Closing), and the Buyer purchases, the Shares, together with all rights attached or accruing to such Shares as at the Closing Date.

2.2

Neither the Sellers nor the Buyer shall be obliged to complete the sale and purchase of the Shares unless the sale and purchase of all of the Shares is completed simultaneously in accordance with this Agreement.

Waiver of pre-emption rights

2.3

Provided that such waiver shall be effective only as of Closing, the Sellers hereby irrevocably waive any and all rights in respect of the Shares that may have been conferred on the Sellers by the constitutional documents of the Target or otherwise, including:

(a)

any rights of redemption, pre-emption, first refusal or transfer;

(b)

any rights relating to the terms of transfer and/or the consideration, interest and/or dividends receivable for or on any Shares; and

(c)

any rights to acquire any Shares.

Management Warranty Deed

2.4

In connection with the transactions contemplated by this Agreement, the Management Warrantors and the Buyer have agreed to enter into the Management Warranty Deed at the same time as this Agreement.

Consideration

Amount

3.1

Subject to Clauses 3.3 and 3.4, the total consideration for the purchase of the Shares under this Agreement shall be an amount equal to the aggregate of:

(a)

EUR 1,510,737,000; plus

(b)

the Interest Payment Amount; less

(c)

the Transaction Bonus Amount; less

(d)

the amount (if any) of any Seller Transaction Expenses notified in the Indebtedness Schedule,

(the “Consideration”).

Consideration Settlement

3.2

The Consideration shall be satisfied at Closing by the payment in full by the Buyer of the Consideration in accordance in all respects with Clause 7. Payment of the Consideration in accordance with Clause 7 and Schedule 3 paragraph 1(b) shall be a good and valid discharge of the Buyer's obligations to pay the Consideration, and the Buyer shall not be concerned to see the application of the monies so paid.

Reduction in Consideration

3.3

If: (i) any Leakage occurs or otherwise comes to the attention of the Buyer at or prior to the date on which the Indebtedness Schedule is provided pursuant to Clause 5.6; and (ii) the relevant Seller agrees that such Leakage has occurred and the amount of such Leakage (a “Leakage Amount”), the Consideration to be paid at Closing to that relevant Seller shall be reduced by an amount equal to such Leakage Amount, which shall discharge that Seller’s obligation to make payment of such Leakage Amount, whether under Clause 8.2 or otherwise.

3.4

If any payment is to be made by a Seller to the Buyer in respect of any Seller Claim, the payment shall be made by way of adjustment of the Consideration paid by the Buyer under this Agreement and the Consideration shall be deemed to have been reduced by the amount of such payment.

Condition to Closing

Condition

4.1

Closing shall be conditioned upon the expiration or early termination of any applicable waiting period (including any extensions thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 ("HSR Act"), as amended (the “Competition Condition”).

Buyer assistance

4.2

The Buyer shall, at its sole cost (which shall include payment of any applicable filing fees but not, for the avoidance of doubt, any costs incurred by Seller in complying with Clause 4.6 below, including Seller’s legal fees for preparing and submitting its Notification Form under the HSR Act), procure that the Competition Condition is fulfilled as soon as practicable after the date of this Agreement and in any event prior to the Long Stop Date, including taking all steps necessary to satisfy the Competition Condition. Without prejudice to the generality of this Clause 4, the Buyer shall in any event:

(a)

have primary responsibility for obtaining all consents, approvals or actions of any Governmental Authority which are required to satisfy the Competition Condition and shall take all steps necessary for that purpose (including making appropriate formal or informal submissions, notifications, merger notices and filings, in consultation with the Institutional Seller by 5.00 pm Eastern Standard Time on 2 April 2021 (the “Competition Filings”));

(b)

make and progress all such Competition Filings with the relevant Governmental Authorities with all reasonable due diligence and in accordance with any and all applicable time limits (subject to any waivers/extensions granted);

(c)

provide promptly all available information and documentation which is requested or required by such Governmental Authority and in any event in accordance with any applicable time limits (subject to any waivers/extensions granted);

(d)

promptly notify the Institutional Seller and the Sellers’ Antitrust Solicitors (and provide copies or, in the case of non-written communications, details) of any communications with or from any Governmental Authority;

(e)

initiate communications, whether in writing or verbally, with any Governmental Authority in respect of the Competition Filings only after prior consultation with the Institutional Seller or the Sellers’ Antitrust Solicitors (and take into account any reasonable comments and requests of the Institutional Seller and the Sellers’ Antitrust Solicitors or other advisers);

(f)

provide the Institutional Seller and the Sellers’ Antitrust Solicitors with a draft of all submissions, notifications, merger notices, filings and other communications to be submitted to any Governmental Authority including any supporting documentation or information reasonably requested by the Institutional Seller or the Sellers’ Antitrust Solicitors (provided that the Buyer shall not be required to disclose any business secrets to the Seller, which shall only be disclosed to Sellers’ Antitrust Solicitors on a strictly “outside counsel only” basis) within a reasonable period of time prior to submission (unless urgency requires Buyer to provide a shorter period of notice) or longer if reasonably necessary for the Institutional Seller and the Sellers’ Antitrust Solicitors to provide comments and take account of any comments of the Institutional Seller and the Sellers’ Antitrust Solicitors and other advisers on such drafts prior to their submission;

(g)

unless prohibited by a Governmental Authority, reasonably consider a request to allow persons nominated by the Institutional Seller (which may include the Sellers’ Antitrust Solicitors) to attend all meetings (and participate in all telephone or other conversations) with that Governmental Authority and to make appropriate oral submissions at such meetings (or telephone or other conversations), subject to Seller (but not Sellers’ Antitrust Solicitors), not attending meetings/telephone calls or relevant parts of them, where Buyer’s confidential information and/or business secrets are discussed); and

(h)

regularly review with the Institutional Seller and the Sellers’ Antitrust Solicitors the progress of the Competition Filings with any Governmental Authority (including, subject to Clause 4.7 below, where necessary, seeking to identify appropriate commitments to address any concerns identified by any Governmental Authority) and discussing with the Institutional Seller and the Sellers’ Antitrust Solicitors the scope, timing and tactics of any such commitments with a view to obtaining the clearances or approvals necessary for the satisfaction of the Competition Condition at the earliest opportunity.

Related filings

4.3

The Buyer shall not, and shall procure that no member of the Buyer’s Group shall, make any filing with any Governmental Authority in relation to the Transaction, or in relation to any business which competes with, supplies or is a customer of the Target Group, which might preclude, hinder or delay the satisfaction of the Competition Condition or Closing, without obtaining the prior written consent of the Institutional Seller to the making of it and its form and content.

4.4

Notwithstanding the provisions of Clause 4.3, the Buyer and the Institutional Seller agree to take the actions set forth in Schedule 4 of this Agreement.

Seller assistance

4.5

The Sellers shall promptly provide the Buyer and any Governmental Authority with any available information and documents reasonably required by the Governmental Authority to assist the Buyer in fulfilling the Competition Condition (in the case of the Individual MIP Sellers, to the extent that reasonable evidence of such Governmental Authority requirement has first been provided to the Individual MIP Sellers’ Representative), including submitting the required Notification Form under the HSR Act in accordance with the relevant rules and regulations, but only to the extent such information is not contained in the Vendor Due Diligence Reports or Disclosure Documents and provided that, insofar as any such information is commercially sensitive, such information shall be provided confidentially on an outside counsel-to-counsel basis. The Sellers shall also promptly provide the Buyer with copies of all material correspondence and communications received from a Governmental Authority (and inform the Buyer of any oral or other communication), and in addition shall fully respond to any request for information received by the Sellers from any Governmental Authority (and shall share any such response with Buyer and/or Buyer’s Antitrust Solicitors in advance and given them the opportunity to make comments on the same which shall be considered in good faith) and shall make available suitable personnel for any meetings and/or telephone calls requested by any Governmental Authority.

Buyer commitment

4.6

The Buyer shall take all steps necessary to obtain the Competition Condition in respect of completion of the Transaction (whether automatically or by any Governmental Authority referred to in this Clause 4). Such steps include proposing, negotiating, offering to commit, accepting and agreeing with the relevant Governmental Authority and any person to effect (and if such offer is accepted, committing to effect), by agreement, order or otherwise the sale, divestiture, licence or disposition of any assets, operations or businesses of the Target Group, and ensuring that all such steps are taken by relevant persons.

Satisfaction of Competition Condition

4.7

The Institutional Seller and the Buyer shall each notify the other promptly upon, and in any event within one (1) Business Day of, becoming aware that the Competition Condition has been fulfilled.

Termination

4.8

Without prejudice to any other rights of the Sellers, the Institutional Seller shall have the right to terminate this Agreement, without any right of the Buyer to claim compensation, damages or indemnification, in the event that:

(a)

the Transaction is notified to the National Competition Authorities and one or more of the National Competition Authorities elects to initiate a second phase investigation; or

(b)

the Transaction is notified to another competition authority in another jurisdiction having jurisdiction in relation to the Transaction and such competition authority decides to initiate proceedings similar to those contemplated above.

4.9

If the Competition Condition has not been satisfied by the Long Stop Date (or such later date as the Institutional Seller and the Buyer may agree in writing) this Agreement shall automatically terminate (other than the Surviving Provisions), unless otherwise agreed in writing between the Institutional Seller and the Buyer.

Period before Closing

5.1

Except as otherwise agreed with the Buyer, and subject to Clause 5.2 below, from the date of this Agreement until Closing the Institutional Seller shall exercise its voting rights or other controls or consent rights in order to procure that the Business is carried on only in the ordinary course and consistent with past practice and shall comply with the obligations set out in Schedule 2 (Conduct of business prior to Closing), and additionally the Institutional Seller shall on the date of this Agreement or as soon as reasonably practicable afterwards:

(a)

inform the Management Warrantors and all directors and officers of each relevant Target Group Company ("Officers") of the same; and

(b)

instruct and direct that (pending the earlier to occur of termination of this Agreement or Completion) each such Officer shall comply with all such obligations and restrictions, and that each Officer shall refuse or decline to take any action or carry out any instructions which would breach or otherwise contravene any such obligation or restriction.

5.2

The Institutional Seller hereby, on the date of this Agreement, instructs and directs the Management Warrantors on the same terms as Clause 5.1(b), and each Management Warrantor (without incurring personal liability to the Buyer pursuant to this Agreement) hereby severally confirms that they have been so instructed and directed.

5.3

Notwithstanding anything to the contrary in Clause 5.1, or any other provision of this Agreement, neither the Sellers nor any member of a Seller’s Group shall be prevented from undertaking, be required to obtain the Buyer’s consent (unless otherwise required below) in relation to, or incur any liability as a result of effecting, any of the following on or prior to Closing:

(a)

any matter required by Law;

(b)

the implementation of any specific transaction or the taking of any specific action permitted or specifically provided for by any Transaction Document;

(c)

the implementation of the Pre-Closing Reorganisation;

(d)

the implementation of any transaction or the taking of any action (other than in the ordinary and usual course of business consistent with past practice which for the avoidance of doubt shall not include any of the actions set out in Schedule 2 (Conduct of business prior to Closing)) where (and only to the extent that) the Buyer has given its prior approval in writing for it to be implemented or undertaken;

(e)

any acquisition of the outstanding securities in Alpha Omega Financial Systems, Inc. pursuant to the exercise of the option under the AO Agreements, or the waiver or amendment of rights or other action taken pursuant or in relation to the AO Agreements where (and only to the extent that) the Buyer has given its prior approval in writing;

(f)

the incurrence or making of any Permitted Leakage Payment;

(g)

any matter reasonably undertaken by the Sellers or any member of a Seller’s Group in an emergency or disaster situation with the intention of minimising any adverse effect on the Target Group, after notifying the Buyer (where practicable), and consulting with the Buyer where reasonable and appropriate; or

(h)

any action or matter where the Institutional Seller has given prior notice in writing to the Buyer requesting consent to the same, strictly provided that such notice gives sufficient and reasonable detail regarding the proposed action or steps, and the Buyer has failed to respond to that request within a period of seven Business Days following receipt of that notice.

5.4

If requested by the Buyer, the Institutional Seller shall use its commercially reasonable endeavours (which, for this purpose, shall not require any person to litigate or initiate any claim or proceedings) to provide, and/or to cause the Target to provide, information, assistance, the entering into of documentation, agreements or arrangements (conditional upon Closing occurring) and/or other cooperation reasonably requested by the Buyer in connection with the Financing Agreements (including in the event of a syndication), including (without duplication):

(a)

cause appropriate members of the Target’s management team and independent auditors to participate during normal business hours in a reasonable and limited number of meetings, lender presentations, due diligence sessions, drafting sessions, calls and meetings with prospective lenders, investors and ratings agencies, in each case, upon reasonable notice at mutually agreed times and places, cooperate with prospective lenders, placement agents, underwriters, initial purchasers and their respective advisors on reasonable requests for information for the purpose of their due diligence;

(b)

assist Buyer’s Guarantor with the preparation of customary materials for rating agency presentations and investor presentations (including "roadshow" or investor meeting slides), confidential information memoranda (including versions that do not include material non-public information), prospectus supplements, offering memoranda, private placement memoranda and similar documents reasonably necessary in connection with the Financing or the syndication thereof;

(c)

provide customary authorization letters and representation letters, in each case, of the Target, and provide, or cause the Target’s independent auditors to provide, accountants’ comfort letters and consents to the use of accountants’ audit reports relating to the Target Group in connection with the information provided as Specified Financial Information in any confidential information memorandum, lender presentation, prospectus supplement or offering memorandum;

(d)

reasonably assist in facilitating the pledging of collateral on or after the Closing Date, if any, contemplated by the Financing, as may be reasonably requested by Buyer;

(e)

furnish to Buyer, (i) the 2019 Accounts and the 2020 Accounts (which, in the case of the 2020 Accounts, shall have been audited in accordance with United States general accepted auditing standards), (ii) the historical interim financial statements and trial balances of the Target and the Target Group (if reasonably requested by the Buyer) and (iii) any other financial data and other financial and other information regarding the Target Group of the type and form that are customarily included in marketing materials for registered offerings of debt securities under the Securities Act to consummate the offering(s) of debt securities and/or syndication of credit facilities, as applicable, or contemplated by the Financing Agreements, including, for the avoidance of doubt, any such data and information as is reasonably requested by Buyer to enable Buyer to (x) prepare any customary pro forma financial statements or information or (y) convert any applicable financial statements or information from an IFRS presentation to a GAAP presentation, in each case, in connection with the foregoing, (items (i) – (iii) above, the “Specified Financial Information”); provided, however, for the avoidance of doubt, that any financial information (including pro forma financial information) shall not include any information relating to the Sellers or any of their respective affiliates (other than the Target Group) and further provided that all out of pocket costs, expenses and fees incurred by any member of a Seller’s Group or any Target Group Company in complying with this Clause 5.4(e) shall be for the Buyer’s account (which for the avoidance of doubt shall include the professional fees and costs of PricewaterhouseCoopers and Ernst & Young who have been engaged in connection with the obligations set out in this Clause 5.4(e));

(f)

assisting with the preparation of, and executing and delivering, customary closing certificates reasonably and customarily required in connection with the Financing Agreements;

(g)

delivering notices of prepayment within the time periods required by the relevant agreements governing indebtedness and obtaining customary payoff letters, lien terminations and instruments of discharge that, pursuant to this Agreement, are required to be delivered on Closing, giving any other necessary notices, to allow for the payoff, discharge and termination in full on Closing of all indebtedness required to be repaid on Closing pursuant to this Agreement (including, without limitation, all indebtedness under the Existing Facilities and the Existing Shareholder Debt);

(h)

periodically updating any Specified Financial Information to be included in an offering document to be used in connection with such Financing in order to ensure that such Specified Financial Information does not contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements contained therein not misleading; and

(i)

providing customary information with respect to any Target Group Company as is required for the Financing Sources to satisfy applicable “know your customer” and anti-money laundering rules and regulations and which is reasonably requested by Buyer at least 7 Business Days prior to the Closing Date;

provided that no such cooperation shall be required to the extent it would:

(j)

require any Target Group Company or Seller to take any action that will conflict with or violate its constitutional documents or any Law;

(k)

other than in respect of the customary authorization letters and representation letters of the Target referenced above, require any Target Group Company to enter into any obligation which has effect prior to Closing or which would become effective if this Agreement terminates in accordance with its terms;

(l)

require any Target Group Company or Seller to bear any out of pocket cost or expense, pay any fee or provide any indemnity (in the case of any such cost, expense or fee, to the extent not reimbursable under this Agreement);

(m)

unreasonably interfere with, burden, disrupt or disturb the business of any of the Target Group Companies or their employees; or

(n)

suffer or incur any loss or (other than in respect of the customary authorization letters and representation letters of the Target referenced above) any liability,

in each case to the extent effective prior to Closing.

5.5

The Buyer shall keep the Institutional Seller reasonably apprised of all material developments regarding the Financing Agreements in the period until Closing.

5.6

As soon as reasonably practicable following the date of this Agreement (and in any event before Closing) the Institutional Seller shall use all reasonable endeavours to procure that the audit of the 2020 Accounts is finalised and approved and, as soon as reasonably practicable following 8 April 2021, delivered or made available to the Buyer. For the avoidance of doubt, nothing in this Clause 5.6 shall prevent the Parties from effecting the Closing once the Competition Condition is satisfied or otherwise delay Closing in accordance with the terms of Clause 7 and the Buyer shall have no right to terminate or rescind this Agreement, unwind the Transaction, or otherwise commit the Sellers to any obligations or undertakings following Closing as a result of this Clause 5.6.

5.7

During the period from the date of this Agreement until Closing, the Institutional Seller and the Buyer shall respectively use all reasonable endeavours (including with respect to the Institutional Seller causing the Target and the Target Group to use all reasonable endeavours) to assist each other to enable:

(a)

the Buyer to pay the amounts prescribed in schedule 1(c) and 1(d) of Schedule 3 (in each case at Closing);

(b)

the related termination, cancellation, release, discharge and reassignment (as applicable) pursuant to the Deed of Release (on Closing) of:

(i)

all Facilities under and as defined in the Existing Facilities;

(ii)

all Transaction Security (as defined in the Intercreditor Agreement);

(iii)

all Hedging Agreements (as defined the Existing Facilities);

(iv)

all Hedging Transactions (as defined in the Intercreditor Agreement);

(v)

all Ancillary Facilities under and as defined in the Existing Facilities;

(vi)

all other associated hedging arrangements;

(vii)

all other guaranties and security relating thereto;

(c)

completion of the buyback arrangements (as applicable);

without prejudice to the generality of the foregoing, during the period from the date of this Agreement until Completion, the Institutional Seller and the Buyer shall together unless otherwise stated below:

(d)

in relation to the Institutional Seller, introduce and permit discussions between the Buyer and the agents under the Existing Facilities and the PrefCo Buyback Agreement in relation to the payment of the Debt Pay-Off Amount and the PrefCo Pay-Off Amount on the date of Closing;

(e)

in relation to the Institutional Seller, procure (so far as it is able) that the Buyer and its duly authorised agents and advisers are provided with such reasonable cooperation as may be required by the Buyer, in connection with the unwinding and release of the security referred to in the Deed of Release;

(f)

in relation to the Institutional Seller, provide any information or other confirmation, documents or data within the possession or control of the Institutional Seller or the Target Group in order to facilitate the delivery of the Deed of Release on Closing;

(g)

in relation to the Institutional Seller, procure that finance counsel to the Institutional Seller prepare the Deed of Release as soon as practicable after the date of this Agreement (and in any event within 10 Business Days after the date of this Agreement);

(h)

in relation to the Institutional Seller, confirm and instruct the agents under the Existing Facilities to agree to such Deed of Release (in a form which has also previously been approved by the Buyer, acting reasonably and without undue delay) in accordance with the release provisions of the First Lien Facilities Agreement, the Second Lien Facility Agreement and the Intercreditor Agreement in advance of Closing) together with all associated documents related thereto; and

(i)

confirm and instruct the agents under the Existing Facilities to procure due execution and delivery of that agreed form Deed of Release by parties required to give effect to that Deed of Release, in advance of Closing (on the basis that such Deed of Release will become legally effective and will be dated before Closing, and will provide that the releases therein and all other operative provisions will become automatically effective without any further action or requirement upon payment of the Debt Pay-Off Amount), with the effect that after due execution and delivery of that Deed of Release prior to Closing, and the subsequent payment of the Debt Pay-Off Amount on Closing, all operative provisions of the Deed of Release shall be fully effective in all respects. If and to the extent that the Deed of Release has not been fully executed and delivered by all required signatories before the first proposed date for Closing (as determined pursuant to 7.1(a)), the date of Closing shall be postponed (on a day by day basis thereafter) until that Deed of Release has been fully executed and delivered by all signatories (in the manner contemplated by this clause) and circulated to the Buyer, following which Closing will occur on the next Business Day (excluding any day on which any bank, custodian or escrow agent of the Buyer necessary for payments to be made on Closing is not open for business) after that fully executed and delivered Deed of Release has been received by the Buyer. Any required extension to the date of Closing under this clause 5.7(i) is hereby deemed agreed by the Parties pursuant to clause 7.1(b), such agreement being irrevocable, and it is further agreed that the right to terminate this Agreement pursuant to clause 7.3 shall not arise as a result of any failure to provide the fully executed and dated deed of release.

Indebtedness Schedule

At least five (5) Business Days prior to the Closing Date, the Institutional Seller shall deliver to the Buyer a schedule (the “Indebtedness Schedule”) setting out the Institutional Seller’s good faith estimate (as at the date of the delivery of the Indebtedness Schedule), acting reasonably, of the value of the items specified below at the Closing Date pursuant to the relevant agreements or obligations referred to or set out in this Agreement (and including details of nominated bank accounts for receipt of funds where applicable):

(a)

the Debt Pay-Off Amount (in respect of amounts borrowed pursuant to the First Lien Facilities Agreement, in EUR, and in respect of amounts borrowed pursuant to the Second Lien Facility Agreement, in USD);

(b)

the PrefCo Pay-Off Amount, in USD;

(c)

the Existing Shareholder Debt Pay-Off Amount, in SEK;

(d)

the Interest Payment Amount;

(e)

the Seller Transaction Expenses (if any);

(f)

the VDD Costs;

(g)

the Transaction Bonus Amount; and

(h)

the aggregate of all Leakage Amounts (if any).

Closing

Date and place

7.1

Closing shall take place at the offices of the Sellers’ Solicitors or such alternative venue as the Parties may otherwise agree in writing:

(a)

on the sixth (6^th) Business Day after (and excluding) the date on which the first notice of satisfaction of the Competition Condition is served in accordance with Clause 4.8; or

(b)

at such other date and time as the Parties may agree in writing,

but, in any event, no later than the Long Stop Date.

Closing arrangements

7.2

At Closing, the Sellers and the Buyer shall comply with their respective obligations as specified in Schedule 3 (Closing Obligations).

7.3

If any of the obligations of the Buyer or the Sellers under Schedule 3 (Closing Obligations) are not complied with in full on the Closing Date (other than any inconsequential technical obligation), the Buyer (in the case of a default by the Sellers) or the Institutional Seller (in the case of a default by the Buyer) shall be entitled (in addition to, and without prejudice to all other rights and remedies available under this Agreement) by written notice to the Buyer or the Institutional Seller, as the case may be:

(a)

to defer Closing for a period of up to ten (10) Business Days after the date on which Closing should have taken place in accordance with Clause 7.1 (but in any event no later than the Long Stop Date) and the provisions of this Clause 7 shall apply to Closing as so deferred; or

(b)

to require the parties to proceed to Closing so far as practicable having regard to the defaults that have occurred; or

(c)

subject to Closing having first been deferred for a period of at least ten (10) Business Days under Clause 7.3(a), and without prejudice to any right of such Party to bring a claim for damages against the defaulting Party, to terminate this Agreement by notice in writing to the Buyer or the Institutional Seller (as the case may be).

Leakage

8.1

Each Seller severally (but not jointly and severally):

(a)

warrants to the Buyer that, during the period commencing on (but excluding) the Locked Box Date up to the date hereof, neither the Seller nor any of its Related Persons has received or benefitted from any amount of Leakage other than as set out in the Indebtedness Schedule; and

(b)

undertakes to the Buyer that, during the period commencing on the date hereof up to and including the date of Closing, neither the Seller nor any of its Related Persons will receive or benefit from any amount of Leakage,

provided that no Seller shall have any liability to the Buyer under this Clause 8 if Closing does not occur.

8.2

If any Leakage occurs during the period from (but excluding) the Locked Box Date until immediately prior to Closing which has not been discharged pursuant to Clause 3.3 or otherwise repaid or credited prior to Closing, provided that:

(a)

the Buyer has notified the relevant Seller that has received or benefitted from an amount of Leakage in writing of such Leakage within six (6) months of the Closing Date (such notice setting out the amount of such Leakage together with reasonable evidence thereof (a “Leakage Claim”)); and

(b)

the relevant Seller agrees that such Leakage has occurred in the amount notified by the Buyer in such notice,

the relevant Seller shall promptly, but in any event within ten (10) Business Days following such agreement, pay to the Buyer an amount in cash equal to the amount of Leakage so notified and agreed. For the avoidance of doubt, the relevant Seller’s liability pursuant to this Clause 8.2 shall be limited to the amount of any Leakage actually received by that Seller or its Related Persons.

8.3

Notwithstanding anything to the contrary in this Agreement, no transaction shall be deemed to constitute Leakage if:

(a)

it is undertaken on an arms’ length basis and in the ordinary course of business between (x) on the one hand, a Target Group Company, and (y) on the other hand, either: (i) any other portfolio company of a Seller’s Group, or (ii) any member of a Seller’s Group; or

(b)

the amount payable in respect of such transaction is settled or reimbursed by or on behalf of any Seller(s) or any Related Person of such Seller(s).

8.4

If the liability for or quantum of Leakage notified in a Leakage Claim is not agreed in writing between the Buyer and the relevant Seller pursuant to Clause 8.2 within twenty (20) Business Days of the Leakage Claim being notified to the relevant Seller (the “Leakage Dispute”):

(a)

the Leakage Dispute shall be referred to an independent expert (who shall be a partner with at least five years’ experience of dealing with similar matters from the London office of KPMG or, if KPMG is not willing to act, from the London office of another firm of accountants of international repute) appointed by agreement between the Buyer and the relevant Seller (and, in the absence of such agreement as to the independent expert within fifteen (15) Business Days, the independent expert shall be chosen by the President for the time being of the Institute of Chartered Accountants in England and Wales on either (i) the joint written application of the Buyer and the relevant Seller or (ii) the written application by either the Buyer or the relevant Seller following the fulfilment of any additional requirements of the Institute of Chartered Accountants in England and Wales in respect of an application which is not made jointly (whichever applies first)) (the “Leakage Expert”) who shall determine, in respect of only those items which are the subject of the Leakage Dispute, the amount of Leakage (if any) received by, or made for the benefit of, the relevant Seller or the relevant Seller’s Related Persons, such determination to be made by the Leakage Expert acting on the following basis:

(i)

the Leakage Expert shall act as an expert and not as an arbitrator;

(ii)

the decision of the Leakage Expert shall, in the absence of fraud or manifest error, be final and binding on the Buyer and the relevant Seller;

(iii)

the Leakage Expert’s terms of reference shall be limited to determining the liability for and the quantum of Leakage as set out in the notice of the relevant Leakage Claim and providing written details of the Leakage Expert’s determination of the same (setting out all material calculations and explanations used in arriving at such determination);

(iv)

the Leakage Expert’s determination with respect to any Leakage Dispute shall be within the range of values assigned by the Buyer to such item in the notice of the relevant Leakage Claim and the liability for or quantum of Leakage in respect of such Leakage Claim asserted by the relevant Seller;

(v)

except to the extent that the Buyer and the relevant Seller agree otherwise in writing, the Leakage Expert shall determine his own procedure, but the procedure of the Leakage Expert shall give the Buyer and the relevant Seller a reasonable opportunity to make written and oral representations, allow a party to the Leakage Dispute to be present while any oral representations are being made to the Leakage Expert by the other party, and require the Leakage Expert to simultaneously supply to the each party a copy of any written representations promptly after the same are provided to the Leakage Expert;

(vi)

the Leakage Expert’s costs (including any amount payable to the Institute of Chartered Accountants in England and Wales in respect of nomination, if applicable) shall be allocated: (A) between the Buyer and the relevant Seller in the same proportion that the aggregate amount of the items which are the subject matter of the Leakage Dispute (the “Disputed Items”) that is unsuccessfully disputed by each such Party (as finally resolved by the Leakage Expert) bears to the total amount of such Disputed Items so submitted; or (B) as otherwise determined by the Leakage Expert; and

(vii)

the Buyer and the relevant Seller shall cooperate with the Leakage Expert, and shall comply with all reasonable requests (including requests for information relating to a Target Group Company) made by the Leakage Expert in connection with the carrying out of his duties; and

(b)

within ten (10) Business Days following the Leakage Expert determining the amount of Leakage received by, or made for the benefit of, the relevant Seller or the relevant Seller’s Related Persons, the relevant Seller shall pay to the Buyer an amount in cash equal to the amount of the Leakage so determined (if any).

Warranties and undertakings

Seller Warranties

9.1

Each Seller severally (and not jointly and severally) warrants to the Buyer that:

(a)

as at the date of this Agreement it is the sole legal and beneficial owner of the Shares set out in columns 3 and 4 next to such Seller’s name in the tables contained in Part A of Schedule 1 (The Sellers and the Shares) and as at the Closing Date is the sole legal and beneficial owner of the Shares set out in columns 3 and 4 next to such Seller’s name in the tables contained in Part B of Schedule 1 (The Sellers and the Shares);

(b)

as at the date of this Agreement and the Closing Date save for any Encumbrance that will be discharged upon Closing, there is no Encumbrance in relation to any such Share;

(c)

as at the date of this Agreement and the Closing Date where the Seller is a corporate entity, it is duly incorporated under the laws of its jurisdiction of incorporation;

(d)

as at the date of this Agreement and the Closing Date the Seller has full power and authority to enter into, deliver and perform its obligations under this Agreement and each other Transaction Document to which the Seller is a party;

(e)

as at the date of this Agreement and the Closing Date this Agreement and each other Transaction Document to which the Seller is a party will, when executed, constitute valid, binding and enforceable obligations of the Seller in accordance with their respective terms;

(f)

as at the date of this Agreement and the Closing Date the execution and delivery of, and the performance by the Seller of its obligations under this Agreement and each other Transaction Document to which the Seller is a party will not:

(i)

where the Seller is a corporate entity, conflict with or result in a breach of any provision of the articles of association or other constitutional documents of the Seller;

(ii)

conflict with or result in a breach of any Law, or of any order, injunction, judgment or decree of any court, that applies to the Seller; and

(iii)

save as set out in this Agreement, require the Seller to obtain any consent or approval of, or give any notice to or make any registration with, any Governmental Authority prior to such execution or delivery that has not been unconditionally and irrevocably obtained or made at the date of this Agreement (save for any legal or regulatory entitlement to revoke the same other than by reason of any misrepresentation or misstatement),

(g)

as at the date of this Agreement and the Closing Date it is not insolvent or bankrupt under the Law of its jurisdiction of incorporation, domicile or residency and is not unable to pay its debts as they fall due (within the meaning of section 123 of the Insolvency Act 1986), it has not proposed or become liable under any arrangement (whether by court process or otherwise) under which its creditors (or any group of them) would receive less than the amounts due to them, there are no proceedings in relation to any compromise or arrangement with creditors or any winding up, bankruptcy or insolvency proceedings concerning it, and no steps have been taken to enforce any security over any of its assets and, so far as it is aware, no event has occurred to give the right to enforce such security; and

(h)

as at the date of this Agreement and the Closing Date the Shares comprise all issued shares representing the whole of the issued and allotted share capital of the Target, have been properly and validly issued and allotted and each is fully paid,

provided that no Seller shall have any liability to the Buyer under this Clause 9.1 if Closing does not occur.

Seller Information Disclosure Confirmation

9.2

So far as the Institutional Seller is actually aware the Institutional Seller has provided information and documents to the Buyer, the Buyer's Guarantor and the Buyer's anti-trust solicitors that the Institutional Seller believes (acting reasonably and good faith) is relevant to the antitrust analysis which the Institutional Seller and the Buyer have carried out in the connection with the Competition Condition.

Buyer’s warranties

9.3

The Buyer warrants to the Sellers that, as at the date of this Agreement and the Closing Date:

(a)

the Buyer is a company duly incorporated under the Law of its jurisdiction of incorporation;

(b)

the Buyer has full power and authority to enter into, deliver and perform its obligations under this Agreement and each other Transaction Document to which the Buyer is a party;

(c)

this Agreement and each other Transaction Document to which the Buyer is a party will, when executed, constitute valid, binding and enforceable obligations of the Buyer in accordance with their respective terms;

(d)

the execution and delivery of, and the performance by the Buyer of its obligations under this Agreement and each other Transaction Document to which the Buyer is a party will not:

(i)

conflict with or result in a breach of any provision of the articles of association or other constitutional documents of the Buyer;

(ii)

conflict with or result in a breach of any Law, or of any order, injunction, judgment or decree of any court, that applies to the Buyer; or

(iii)

save as set out in this Agreement, require the Buyer to obtain any consent or approval of, or give any notice to or make any registration with, any Governmental Authority prior to such execution or delivery that has not been unconditionally and irrevocably obtained or made at the date of this Agreement (save for any legal or regulatory entitlement to revoke the same other than by reason of any misrepresentation or misstatement);

(e)

it is not insolvent or bankrupt under the Law of its jurisdiction of incorporation, domicile or residency and is not unable to pay its debts as they fall due (within the meaning of section 123 of the Insolvency Act 1986), it has not proposed or become liable under any arrangement (whether by court process or otherwise) under which its creditors (or any group of them) would receive less than the amounts due to them, there are no proceedings in relation to any compromise or arrangement with creditors or any winding up, bankruptcy or insolvency proceedings concerning it, and no steps have been taken to enforce any security over any of its assets and, so far as it is aware, no event has occurred to give the right to enforce such security;

(f)

the Buyer’s obligations hereunder are not subject to any conditions regarding its or any other person’s ability to obtain financing for completion of the Transaction and the other transactions contemplated by the Transaction Documents;

(g)

the Buyer (or the Buyer’s Guarantor) has as at the date of this Agreement and at Closing will have:

(i)

cash on hand; and

(ii)

definitive loan agreements (“Loan Agreements”) from its financing sources and/or a letter from the Buyer’s financing banks (“Financing Letter”), in either case, confirming that, other than Closing occurring and any other unsatisfied conditions precedent to drawdown set out therein, all conditions precedent to drawdown of all debt finance to be provided to the Buyer or any member of the Buyer’s Group for the purposes of the acquisition of the Target Group on Closing have been satisfied and will remain satisfied at Closing (such Loan Agreements, any related hedging or other agreements or arrangements, any Financing Letter and the definitive documentation in respect of any Alternative Financing, in each case, as amended, restated, amended and restated, or otherwise modified, replaced or refinanced, including, for the avoidance of doubt, via the funding of debt securities into escrow (in each case, so long as no such amendment, restatement, amendment and restatement, modification, replacement or refinancing adds or adversely modifies any conditions or contingencies to funding (or escrow release) or adversely affects the availability of all or any portion of the then-unfunded (or unreleased) financing to be provided thereby or the enforceability thereof), the “Financing Agreements”),

which together are sufficient to enable the Buyer to perform each of its payment obligations hereunder to be satisfied on Closing, and pay all related fees and expenses, including payment of the Consideration; and true and correct copies of the Financing Agreements as in effect on the date hereof have been provided to the Institutional Seller prior to the date hereof. The Buyer will (or will cause the Buyer’s Guarantor to) maintain in effect the Financing Agreements, satisfy on a timely basis all applicable conditions and requirements of the Buyer or the Buyer's Guarantor under the Financing Agreements, comply at all times with its obligations under the Financing Agreements, procure compliance with the obligations of all applicable members of the Buyer’s Group under the Financing Agreements, use its best efforts (so far as within its power and control) to enforce its rights under the Financing Agreements and cause the lenders thereunder to provide the financing described therein on the terms, and subject to the conditions, described therein and otherwise take any and all actions as may be required or necessary to ensure that all amounts payable by it pursuant to this Agreement on Closing are paid on the Closing Date. The Financing Agreements provide for “certain funds”, and, therefore, there are no conditions precedent or other contingencies related to the funding of the full amounts of financing contemplated under the Financing Agreements, other than such conditions and contingencies set forth in the copies of the Financing Agreements that have been provided to the Institutional Seller prior to the date hereof. The Financing Agreements have been duly executed and delivered by the parties thereto, are in full force and effect and are enforceable against the parties thereto in accordance with their terms. The Financing Agreements do not provide for scheduled termination before, and the funding under the Financing Agreements will remain available until and including, the Long Stop Date. As at the date of this Agreement:

(iii)

no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of the Buyer under any term or condition of the Financing Agreements; and

(iv)

the Buyer has no reason to believe that it will be unable to satisfy on a timely basis any term or condition to completion to be satisfied by the Buyer contained in the Financing Agreements;

(h)

the Buyer has fully paid any and all commitment fees or other fees required by the Financing Agreements to be paid on or before the date hereof. If any portion of the debt financing under the Financing Agreements becomes unavailable on the terms and conditions contemplated in the Financing Agreements, the Buyer shall (x) as promptly as practicable notify the Sellers, (y) use its best efforts to arrange and obtain (as promptly as practicable following the occurrence of such event) alternative debt financing (“Alternative Financing”) from alternative financing sources on terms not less favourable to the Sellers (including with respect to conditionality) than those contained in such Financing Agreements, in an amount sufficient to enable the Buyer to perform each of its payment obligations hereunder to be satisfied on Closing, and pay all related fees and expenses, including payment of the Consideration and (z) promptly provide a copy of the Financing Agreements relating to such Alternative Financing to the Sellers;

(i)

the Buyer acknowledges and agrees that neither the obtaining of the debt financing contemplated by the Financing Agreements or any Alternative Financing, nor the completion of any issuance of securities contemplated by the debt financing contemplated by the Financing Agreements or any Alternative Financing, is a condition to the Closing, and reaffirms its obligation to consummate the transactions contemplated by this Agreement irrespective and independently of the availability of the debt financing contemplated by the Financing Agreements or any Alternative Financing, or the completion of any such issuance;

(j)

the Buyer shall give the Sellers prompt notice of:

(i)

any material breach or default, or any written notice received by the Buyer of any threatened breach, default, termination or repudiation, in each case by any party to the Financing Agreements, of which the Buyer becomes aware; or

(ii)

if the Buyer no longer believes in good faith that it will be able to obtain the debt financing contemplated by the Financing Agreements on the terms described therein.

(k)

the Buyer does not have: (a) any knowledge that any of the Warranties given under this Agreement is not true and correct; or (b) any knowledge of a breach of the Warranties, which, in the case of either of (a) or (b) where the Buyer is also aware would allow it to bring a claim against a Seller;

(l)

at the date of this Agreement so far as the Buyer is actually aware the Buyer has provided information and documents to the Institutional Seller and the Seller's anti-trust solicitors that the Buyer believes (acting reasonably and good faith) is relevant to the antitrust analysis which the Institutional Seller and the Buyer have carried out in connection with the Competition Condition and the Buyer is not aware of any fact, matter or circumstance relating to or attributable to the Buyer or any member of the Buyer’s Group which would, or so far as the Buyer is aware is reasonably likely to result in a delay in, or adversely effect, the satisfaction of the Competition Condition prior to the Long Stop Date and which has not been disclosed to the Institutional Seller prior to or on the date of this Agreement; and

(m)

the Buyer is not entering into the Transaction with the intent to hinder, delay or defraud either present or future creditors, or to wind-up or otherwise permit the dissolution of a Target Group Company following Closing. Assuming the accuracy of the Warranties and compliance with the Sellers’ undertakings and covenants set out in this Agreement and the other Transaction Documents, immediately after giving effect to the Transaction (including the receipt of any financing incurred by the Buyer to give effect to those transactions, repayment or refinancing of debt contemplated in this Agreement, payment of all amounts required to be paid to give effect to those transactions and payment of all related fees and expenses) the Buyer will be able to pay its debts as they fall due (an inability to do so being determined for this purpose in accordance with Section 123 of the Insolvency Act 1986, and the words “proved to the satisfaction of the court” are deemed omitted from sections 123(1)(e) and 123(2) of that Act).

Buyer’s Guarantor warranties

9.4

The Buyer’s Guarantor warrants to the Sellers that, as at the date of this Agreement and the Closing Date:

(a)

the Buyer’s Guarantor is a company duly incorporated under the Law of its jurisdiction of incorporation;

(b)

the Buyer’s Guarantor has full power and authority to enter into, deliver and perform its obligations under this Agreement and each other Transaction Document to which the Buyer’s Guarantor is a party;

(c)

this Agreement and each other Transaction Document to which the Buyer’s Guarantor is a party will, when executed, constitute valid, binding and enforceable obligations of the Buyer’s Guarantor in accordance with their respective terms;

(d)

the execution and delivery of, and the performance by the Buyer’s Guarantor of its obligations under this Agreement and each other Transaction Document to which the Buyer’s Guarantor is a party will not:

(i)

conflict with or result in a breach of any provision of the articles of association or other constitutional documents of the Buyer’s Guarantor;

(ii)

conflict with, result in a breach of or constitute a default under any agreement or instrument to which the Buyer’s Guarantor is a party;

(iii)

conflict with or result in a breach of any Law, or of any order, injunction, judgment or decree of any court, that applies to the Buyer’s Guarantor; and

(iv)

save as set out in this Agreement, require the Buyer’s Guarantor to obtain any consent or approval of, or give any notice to or make any registration with, any Governmental Authority that has not been unconditionally and irrevocably obtained or made at the date of this Agreement (save for any legal or regulatory entitlement to revoke the same other than by reason of any misrepresentation or misstatement); and

(e)

Buyer’s undertakings

9.5

The Buyer acknowledges and agrees, on behalf of the Buyer and each other member of the Buyer’s Group that save as set out in or contemplated by this Agreement or the Transaction Documents neither the Buyer nor any member of the Buyer’s Group shall have any rights against, and no such persons shall make any direct or indirect claim against, any member of a Seller’s Group or any former, current or future director, officer, employee, manager, partner, equity holder, controlling person, parent, subsidiary, affiliate, agent or (except to the extent such adviser has entered into a reliance letter with the Buyer) adviser to a Seller or any member of a Seller’s Group, in each case on whom it may have relied before agreeing to any term of, or entering into, this Agreement or any other Transaction Document, and each and every such person shall be entitled to enforce this Clause 9.5 under the Contracts (Rights of Third Parties) Act 1999.

9.6

The Buyer undertakes that prior to Closing it will not terminate or make any amendments to (and will not permit the Buyer’s Guarantor to terminate or make any amendments to) the Financing Agreements that adversely affect the Buyer’s (or the Buyer’s Guarantor) ability to satisfy its obligations hereunder, or would delay such satisfaction, without the consent of the Institutional Seller.

9.7

If the Buyer becomes aware of any fact, matter or circumstance that may directly or indirectly impede the Buyer (or the Buyer’s Guarantor) from drawing down such amounts under the terms of the Financing Agreements as are necessary to enable the Buyer to comply with its obligations at Closing, the Buyer shall promptly notify the Sellers in writing of that fact, matter or circumstance. For the avoidance of doubt, nothing in this Clause 9.7 shall operate to limit the liability of the Buyer pursuant to this Agreement.

9.8

If any portion of the amounts required to be drawn down under the Financing Agreements as are necessary to enable the Buyer to comply with its obligations at Closing are not capable of being drawn due to a failure in the relevant counterparty under such agreements to perform its obligations under such agreements, and provided that the Buyer does not have cash or other funding sources available to it to enable the Buyer to pay all amounts required to be paid under this Agreement on Closing, the Buyer undertakes to take all such actions (or procure that such action is taken) necessary to enforce its or any other member of the Buyer’s Group’s rights against any counterparty under the Financing Agreements.

9.9

Promptly following Closing (and in any event within two Business Days of the Closing Date), the Buyer shall, to the extent not paid prior to Closing, procure the payment by the relevant Target Group Company of the:

(a)

VDD Costs (including all VAT whether recoverable or not), to those persons to whom the VDD Costs (as applicable) are payable; and

(b)

Seller Transaction Expenses, to those persons to whom the Seller Transaction Expenses are payable,

in each case, into such accounts as are notified in the Indebtedness Schedule.

9.10

The Buyer shall procure the payment by the relevant Target Group Company of the Transaction Bonuses to those persons to whom the Transaction Bonuses are payable via a special payroll within 10 Business Days following the Closing Date.

Limitation of liability

Monetary limits

10.1

Notwithstanding anything to the contrary set out in this Agreement, the aggregate liability of each Seller in respect of any and all: (a) Warranty Claims shall be limited to, and shall in no event exceed, EUR1.00; and (b) Seller Claims (other than Warranty Claims) shall be limited to, and shall in no event exceed, 20 per cent. of the Consideration receivable by that Seller pursuant to this Agreement.

10.2

The Parties agree that the Buyer’s sole and exclusive remedy and right of recovery (if any) in excess of the limits on liability specified in Clause 10.1(a) in respect of any and all Warranty Claims shall be under the W&I Policy, whether or not such policy of insurance is actually effected by the Buyer or remains in existence and that, for the avoidance of doubt, the Sellers shall not have any liability or obligation whatsoever for any amounts in excess of the limit of liability set out in Clause 10.1(a). Any failure by the Buyer to effect the W&I Policy or to maintain it, or any variation or termination of that policy at any time, shall not operate to increase the liability of the Sellers.

10.3

The Buyer undertakes to each Seller:

(a)

to procure that the W&I Policy includes an express and irrevocable waiver in the agreed form of any rights of subrogation which an insurer under the W&I Policy may otherwise have against a Seller, save in the event of fraud on the part of that Seller (the “Subrogation Provisions”); and

(b)

not to amend the Subrogation Provisions without the prior written consent of the Institutional Seller and the Management Warrantors.

Notice of claims

10.4

A Seller shall not be liable in respect of any Seller Claim unless written notice of such Seller Claim is given in accordance with Clause 15 by the Buyer to that Seller on or before the first to occur of:

(a)

the date falling twelve (12) months after (and excluding) the date of Closing in respect of any Seller Claim other than a Seller Claim in respect of any actual or alleged breach of Clause 5 of this Agreement; and

(b)

the date falling six (6) months after (and excluding) the date of Closing in respect of any Seller Claim in respect of any actual or alleged breach of Clause 5 of this Agreement,

specifying, in such detail as is reasonably available to the Buyer at the time, the legal and factual basis of the Seller Claim, the evidence on which the Buyer relies and, if reasonably practicable, the amount likely to be claimed.

10.5

Where a breach giving rise to a Seller Claim is capable of remedy, the Buyer shall not be entitled to recover in respect of such breach if the breach is remedied within sixty (60) days after notice of the Seller Claim is given under Clause 10.4.

10.6

If notice of any Seller Claim is served by the Buyer under Clause 10.4, the relevant Seller shall not be liable in respect of such Seller Claim (if such Seller Claim has not been previously satisfied, withdrawn or settled) unless:

(a)

legal proceedings in respect of such Seller Claim are both properly issued and served within six (6) months after (and excluding) the date on which notice is served; and

(b)

such proceedings are being and continue to be pursued with reasonable diligence.

Buyer actions; Events after the date of this Agreement

10.7

The Buyer will take all such commercially reasonable steps and actions as are necessary or as a Seller may require in order to mitigate any Seller Claim (other than a Warranty Claim) and the Buyer shall act in accordance with such request. Nothing in this Agreement shall or shall be deemed to relieve the Buyer of any common law or other duty to mitigate any loss or damage incurred by it.

10.8

No Seller shall be liable in respect of any Seller Claim (other than a Warranty Claim) to the extent it arises or is increased as a result of:

(a)

any matter or thing done or omitted to be done pursuant to and in compliance with this Agreement or any other Transaction Document or at the written request of, or with the written approval of, the Buyer;

(b)

any voluntary act, omission or transaction of any member of the Buyer’s Group, or their respective directors, officers, employees or agents or successors in title, after Closing;

(c)

the passing of, or any change in (including the interpretation thereof), any Law or administrative practice of any Governmental Authority after the date of this Agreement, including (without prejudice to the generality of the foregoing) any increase in the rates of Taxation or any imposition of Taxation or any withdrawal of relief from Taxation not actually (or prospectively) in effect at the date of this Agreement or any Law or administrative practice or change thereto that has retrospective effect;

(d)

any change in accounting or Taxation policy, bases or practice of any member of the Buyer’s Group introduced or having effect after Closing; or

(e)

any VAT reassessment, where the amount of the assessment can be effectively recovered.

Contingent liabilities

10.9

No Seller shall be liable in respect of any liability pursuant to a Seller Claim (other than a Warranty Claim) which is contingent unless and until such contingent liability becomes an actual liability and is due and payable.

Losses

10.10

No Seller shall be liable for any indirect or consequential losses under this Agreement or otherwise in connection with the Transaction. Notwithstanding the fact that the Buyer may have valued the Shares by reference to a multiple of profit / earnings / cashflow or any other multiple, the Buyer agrees that when calculating the loss suffered by the Buyer in respect of any claim it may have against a Seller, no such multiple or similar valuation methodology shall be used.

No double recovery

10.11

The Buyer shall not be entitled to recover from the Sellers more than once for the same damage suffered.

Corresponding benefits

10.12

In calculating the amount of any Seller Claim (other than any Warranty Claim), there shall be deducted the amount of any present or future advantages or benefits accruing to, or for the benefit of, the Buyer’s Group or the Target Group including any amount equal to any actual Tax benefit (including a Tax reduction or the creation or the increase of carried back or forward Tax losses) obtained or obtainable by any member of the Buyer’s Group or the Target Group, attributable to the fact, event or matter giving rise to such a Seller Claim.

Recovery from third parties

10.13

The Sellers shall not be liable for any Seller Claims (other than Warranty Claims) to the extent that the matter giving rise to the Seller Claim has been (or is capable of being) made good or is (or is capable of being) otherwise compensated for without loss to the Buyer.

10.14

If the Buyer is at any time entitled to recover or otherwise claim reimbursement from a third party in respect of any matter or circumstance giving rise to a Seller Claim (other than a Warranty Claims, the Buyer will use all reasonable endeavours to enforce such recovery or seek such reimbursement from such third party and shall do so before making a Seller Claim against a Seller.

10.15

If a Seller has paid an amount in discharge of any Seller Claim (other than a Warranty Claim), and the Buyer recovers (or is capable of recovering) from a third party a sum that indemnifies or compensates the Buyer (in whole or in part) for the losses which are the subject matter of such Seller Claim (which is not a Warranty Claims), the Buyer shall pay to that Seller as soon as practicable after receipt of such sum an amount equal to:

(a)

the sum recovered from the third party less any reasonable costs and expenses properly incurred in obtaining such recovery and less any Tax payable by such member of the Buyer’s Group in respect of the sum recovered after taking account of any Tax relief recovered in respect of the matter giving rise to the Seller Claim (which is not a Warranty Claim); or

(b)

if less, the amount previously paid by the relevant Seller to the Buyer.

Insurance

10.16

No Seller shall be liable in respect of any Seller Claim to the extent that the matters in respect of which such claim is made are covered under a policy of insurance (including, without limitation, the W&I Policy) held by a member of the Buyer’s Group or would have been covered had the Buyer maintained in force the policies of insurance maintained by the Target Group immediately prior to Closing; provided that the liability of a Seller shall only be excluded by an amount equal to the sum recovered by the relevant member of the Buyer’s Group under said policy, less (i) any Tax payable by such member of the Buyer’s Group in respect of the sum recovered after taking account of any Tax relief actually recovered in respect of the matter giving rise to the claim and (ii) reasonable costs and expenses properly incurred by such member of the Buyer’s Group in making such recovery.

Management Presentation

10.17

The Buyer acknowledges that the management presentation dated December 2020 and prepared by the Itiviti AB relating to the Business was provided to it on the basis that no Seller nor any of their advisers make any representation or warranty as to the accuracy or completeness of such information or accept any duty of care to the Buyer in respect of the provision of such information.

No right of rescission

10.18

The Buyer is not entitled to rescind this Agreement or treat this Agreement as terminated by reason of any breach of this Agreement or circumstances giving rise to any Seller Claim or Leakage Claim, and the Buyer hereby waives any and all rights of rescission it may have in respect of any such matter (other than any such rights arising from the fraud of a Seller).

Investigation by Seller Representatives

10.19

In connection with any fact, matter, event or circumstance that may give rise to a Seller Claim (other than a Warranty Claim), the Buyer shall ensure that the Buyer and each relevant member of the Buyer’s Group:

(a)

shall allow the relevant Seller and its advisers to investigate the fact, matter, event or circumstance alleged to give rise to such claim and whether and to what extent any amount is payable in respect of such claim; and

(b)

shall disclose to the relevant Seller all material of which each relevant member of the Buyer’s Group is aware which relates to the claim and shall, subject to their being paid all reasonable costs and expenses, provide all such information and assistance, including access to premises and personnel, and the right to examine and copy or photograph any assets, accounts, documents and records, as the relevant Seller may request, subject to the relevant Seller agreeing in such form as the Buyer may reasonably require to keep all such information confidential and to use it only for the purpose of investigating and defending the claim in question and provided that no member of the Buyer’s Group shall be under any obligation to disclose any information or documentation that is privileged in respect of a claim that it has against the relevant Seller or any member of the relevant Seller’s Group,

subject always to confidentiality and the preservation of privilege.

Conduct of Third Party Claims

10.20

If any fact, matter, event or circumstance that may give rise to a Seller Claim (other than a Warranty Claim) arises following the Closing Date as a result of or in connection with a claim by a third party (a “Third Party Claim”) then:

(a)

the Buyer shall ensure that no admissions in relation to the Third Party Claim shall be made by or on behalf of any member of the Buyer’s Group and the Third Party Claim shall not be compromised, disposed of or settled without the prior written consent of the relevant Seller (not to be unreasonably withheld or delayed);

(b)

the relevant Seller shall be entitled at its own cost and expense and in its absolute discretion, subject to providing the Buyer with a reasonable indemnity, by notice in writing to the Buyer to take such action as it shall deem necessary to avoid, dispute, deny, defend, resist, appeal, compromise or contest the Third Party Claim (including making counterclaims or other claims against third parties) in the name of and on behalf of the member of the Buyer’s Group concerned and to have the conduct of any related proceedings, negotiations or appeals provided that the Buyer, acting reasonably and in good faith, determines that the taking of such conduct would be contrary to its legitimate commercial interests; and

(c)

the Buyer shall procure that each relevant member of the Buyer’s Group shall give, subject to it being paid its reasonable costs and expenses and to confidentiality and privilege, all such information and assistance including access to premises and personnel, and the right to examine and copy or photograph any assets, accounts, documents and records, to the extent the same are not privileged with respect to any claim against the relevant Seller as the relevant Seller may reasonably request, including instructing such legal, financial, accounting, tax or other advisers as the relevant Seller may nominate to act on behalf of the relevant member of the Buyer’s Group but in accordance with the relevant Seller’s instructions; provided that the relevant Seller shall exercise its rights hereunder to mitigate, as far as reasonably practicable, any disruption to the business of the relevant member(s) of the Buyer’s Group.

10.21

If, due to the operation of any applicable Law, the relevant Seller cannot exercise its rights or the Buyer cannot fulfil its obligations as provided in Clause 10.20, the Buyer shall procure that each relevant member of the Buyer’s Group shall co-operate with the relevant Seller and shall use its reasonable efforts to achieve the same result as if Clause 10.20 had been able to be fully implemented.

10.22

If the relevant Seller does not give notice pursuant to Clause 10.20(b) of its intention to assume conduct of the Third Party Claim, the Buyer’s Group shall be entitled to have conduct of the Third Party Claim and any related proceedings, negotiations or appeals provided that the Buyer shall enter into and thereafter maintain regular consultation with the relevant Seller and shall keep the relevant Seller fully informed concerning the conduct of the Third Party Claim.

Fraud

10.23

None of the limitations contained in this Clause 10 shall apply to any claim against a Seller that arises or is increased, or is delayed, as a result of, fraud on the part of that Seller.

Tax information

Tax Information

11.1

Each Seller undertakes to provide such assistance and such information in its possession or under its control as may reasonably be required by the Buyer in order to negotiate, refute, settle, compromise or otherwise deal with any claim, investigation or enquiry by a Tax Authority regarding a Target Group Company that relates to income, profits or gains earned, accrued or received (or treated for Tax purposes as earned, accrued or received) or any event occurring (or treated for Tax purposes as occurring) on or before Closing.

11.2

The Buyer undertakes to provide such assistance and such information in its possession or under its control as may reasonably be required by a Seller in order to negotiate, refute, settle, compromise or otherwise deal with any claim, investigation or enquiry by a Tax Authority regarding that Seller or a member of that Seller’s Group that relates to income, profits or gains earned, accrued or received (or treated for Tax purposes as earned, accrued or received) or any event occurring (or treated for Tax purposes as occurring) on or before Closing.

11.3

To enable compliance with the Buyer’s obligations under Clause 11.2, the Buyer shall:

(a)

properly retain and maintain all relevant records, reports, returns, declarations, notices, forms or similar statements or documents filed, maintained or submitted or required to be filed, submitted or maintained with respect to any Taxation until the earlier of seven years after Closing and such time as the relevant Seller agrees that such retention and maintenance is no longer necessary; and

(b)

upon being given reasonable notice by a Seller, and subject to such Seller giving any confidentiality undertaking reasonably required by the Buyer, allow that Seller and its officers, employees, agents, auditors and representatives, at that Seller’s cost, to:

(i)

inspect, review and make copies of such records and information for and only to the extent necessary for that purpose; and

(ii)

have reasonable access within five Business Days to any employee, officer, adviser or premises of the Buyer and/or a Target Group Company during Normal Business Hours.

Undertakings

Insurance

12.1

Prior to Closing, the Institutional Seller shall cause the relevant Target Group Companies to arrange for, and maintain in effect, an irrevocable directors’ and officers’ liability insurance policy (the “D&O Policy”) for claims against the current or former managers and officers of the Target Group Companies that provides coverage for an aggregate of six (6) years following Closing in such form as approved by the Individual MIP Sellers’ Representative. The terms of the D&O Policy shall be determined by the Institutional Seller and approved by the Individual MIP Sellers’ Representative and shall be materially consistent with the terms of any directors’ and officers’ liability insurance policy in place as at the date of this Agreement and neither the Buyer nor any member of the Buyer’s Group shall cancel, or permit any member of the Buyer’s Group to cancel, or amend on materially less favourable terms, the D&O Policy during such six (6) year period.

Outside Directorship

12.2

The Buyer acknowledges and irrevocably agrees that, following Closing, [***] shall continue to be permitted to be [***] and the Buyer shall procure that any relevant Target Group Company shall sign any documentation (including any waiver of employment agreement restrictions) necessary or desirable to give effect to this Clause 12.2, provided that [***] shall:

(a)

always comply with any and all contractual and other obligations of confidence (in this Agreement or otherwise);

(b)

not put herself in a position, act, approve or otherwise be involved in a decision which may or would place her in a position of conflict of interest with the Target Group; and

(c)

comply with and continue to be bound by all provisions of this Agreement, any Transaction Document and her service agreement with the Target Group (which shall not be waived or relaxed without the prior written consent of the Buyer) except as set out in this Clause 12.2.

Announcements and confidentiality

Announcements

13.1

The Buyer shall make the Buyer’s Announcement and the Institutional Seller shall make the Institutional Seller’s Announcement on the date of this Agreement.

13.2

The Buyer's Guarantor shall be permitted to submit, file or make available a copy of this Agreement and any other documents that may be required by any legal or regulatory obligations or the rules of any competent listing or regulatory authority, subject to any applicable law, regulations or the rules of any regulatory authority the Buyer's Guarantor shall in good faith consult with the Institutional Seller regarding any concerns relating to sensitivities.

13.3

Subject to Clauses 13.1, 13.2 and 13.6, no Party shall, directly or indirectly, and each Party shall procure that each member of its applicable group and its and their respective representatives shall not, make or issue any announcement, circular or other public statement in connection with the existence or the subject matter of this Agreement or any other Transaction Document, or cause any such announcement to be made or issued, without the prior written consent of:

(a)

in the case of an announcement by a Seller or any member of a Seller’s Group, the Buyer; and

(b)

in the case of an announcement by the Buyer or any member of the Buyer’s Group, the Institutional Seller.

Confidentiality

13.4

The Confidentiality Agreement shall terminate on Closing (without prejudice to any rights, liabilities or obligations that have accrued prior to such termination).

13.5

Subject to Clause 13.6, from Closing, each Party shall, and shall cause the members of its group and its and their respective representatives to, treat as strictly confidential and shall not disclose or use any Confidential Information received or obtained in connection with or as a result of entering into this Agreement or any other Transaction Document that relates to:

(a)

the provisions of this Agreement or any Transaction Document;

(b)

the negotiations relating to this Agreement and all other Transaction Documents; or

(c)

the Target Group, any other Party or its connected persons (provided that the Buyer shall not be bound by such obligations of confidentiality in respect of the Target Group after Closing).

13.6

Notwithstanding Clause 13.5:

(a)

from the date of this Agreement, a Party or its applicable group members may disclose or use Confidential Information if and to the extent that:

(i)

such disclosure or use is required by applicable Governmental Authorities or the rules of any recognised stock exchange on which the securities of any Party are traded;

(ii)

such disclosure or use is required for the purpose of any judicial proceedings arising out of this Agreement or any other Transaction Document; or

(iii)

disclosure is made to any:

(A)

rating agency (subject to customary confidentiality undertakings of such rating agency); or

(B)

professional advisers, auditors, bankers, investors or Financing Sources of a Party on a need-to-know basis, provided that the recipient has undertaken to comply with this Clause 13 in respect of such information as if it were a Party and that such Party shall remain responsible for the breach of the obligations contained in this Clause 13 by any such person;

(iv)

in the case of a Seller, the Buyer has given its prior written consent or, in the case of the Buyer, the Institutional Seller has given its prior written consent; and

(b)

from Closing, a Party or its applicable group members may disclose or use Confidential Information if and to the extent that:

(i)

such disclosure or use is required to vest the full benefit of this Agreement or any other Transaction Document in any Party;

(ii)

the disclosure is made by the Institutional Seller or the Buyer to a member of the Institutional Seller’s Group or the Buyer's Group (as relevant) or investors in funds managed or advised by members of the Institutional Seller’s Group subject to the recipient keeping such information confidential;

(iii)

the disclosure is made on a confidential basis to potential purchasers of all or part of a Seller’s Group (including liquidators and corporate service providers) or to their professional advisers provided that any such persons need to know the information for the purposes of considering, evaluating, advising on or furthering the potential purchase, subject to the recipient keeping such information confidential;

(iv)

the information is or becomes publicly available (other than by breach of this Agreement or the Confidentiality Agreement); or

(v)

in the case of a Seller, the Buyer has given its prior written consent or, in the case of the Buyer, the Institutional Seller has given its prior written consent.

13.7

Before any information is disclosed pursuant to Clause 13.6(a)(i) or 13.6(a)(ii), the Party concerned shall (unless prohibited by Law) promptly notify the other Parties to whom the disclosure relates of the circumstances of the disclosure and the information to be disclosed with a view to providing such other Parties with the opportunity to contest, limit or agree the timing and content of such disclosure.

Guarantee

14.1

The Buyer’s Guarantor unconditionally and irrevocably guarantees to each Seller (the “Guarantee Beneficiaries”) the due and punctual performance and observance by the Buyer of all its respective obligations, commitments, undertakings, warranties and indemnities under or pursuant to this Agreement (including, for the avoidance of doubt, any obligation to make or procure payment) (the “Buyer’s Guaranteed Obligations”) to the extent of any limit on their liability under this Agreement.

14.2

If and whenever the Buyer defaults for any reason whatsoever in the performance of any of the Buyer’s Guaranteed Obligations, the Buyer’s Guarantor shall forthwith upon demand unconditionally perform (or procure performance of) and satisfy (or procure the satisfaction of) the Buyer’s Guaranteed Obligations in regard to which such default has been made in the manner prescribed so that the same benefits shall be conferred on the relevant Guarantee Beneficiary as such person would have received if the Buyer’s Guaranteed Obligations had been duly performed and satisfied by the Buyer.

14.3

This guarantee is to be a continuing guarantee and accordingly is to remain in force until all the Buyer’s Guaranteed Obligations have been performed or satisfied. This guarantee is in addition to and without prejudice to and not in substitution for any rights or security which a Seller or any member of a Seller’s Group may now or hereafter have or hold for the performance and observance of the Buyer’s Guaranteed Obligations.

14.4

As a separate and independent obligation, the Buyer’s Guarantor agrees that any of the Buyer’s Guaranteed Obligations (including any moneys payable) which may not be enforceable against or recoverable from the Buyer by reason of any legal limitation, disability or incapacity on or of any such members or any other fact, matter, event or circumstance (other than any limitation imposed by this Agreement or any other Transaction Document) shall nevertheless be enforceable against and recoverable from the Buyer’s Guarantor as though the same had been incurred by the Buyer’s Guarantor and the Buyer’s Guarantor were the sole and principal obligor in respect thereof and shall be performed or paid by the Buyer’s Guarantor on demand.

14.5

The liability of the Buyer’s Guarantor under this Clause 14:

(a)

shall not be released or diminished by any variation, amendment or waiver of the Buyer’s Guaranteed Obligations or any forbearance, neglect or delay in seeking performance of the Buyer’s Guaranteed Obligations or any granting of time for such performance;

(b)

shall not be affected or impaired by reason of any other fact or event which in the absence of this provision would or might constitute or afford a legal or equitable discharge or release or a defence to a guarantor; and

(c)

shall not be affected or impaired by reason of the winding up, insolvency, dissolution, administration, reorganisation or other similar proceedings of the Buyer or any other person or any change in its status, function, control or ownership.

14.6

None of the Guarantee Beneficiaries shall be obliged before exercising any of the rights, powers or remedies conferred upon them in respect of by this Clause 14 or by Law:

(a)

to make any demand of the Buyer;

(b)

to take any action or obtain judgment in any court against the Buyer;

(c)

to make or file any claim or proof in a winding up or dissolution of the Buyer; or

(d)

to enforce or seek to enforce any security taken in respect of any of the obligations of the Buyer in respect of the Buyer’s Guaranteed Obligations.

Protection of the interests of the Buyer

15.1

Each of the [***] acknowledge that the Buyer is buying the Shares in accordance with the terms of this Agreement and that the Buyer is therefore entitled to protect the goodwill of each Target Group Company. Accordingly, each of the [***] severally agrees, for the benefit of the Buyer that it shall not, directly or indirectly, alone or jointly with any other person, and whether as shareholder, partner, director, principal, consultant or agent or in any other capacity:

[***]

15.2

Nothing in Clause 15.1 shall prohibit any of the [***] from:

[***]

15.3

The restrictions in this Clause 15 are considered by the parties to be reasonable in all the circumstances and, without prejudice to any other remedy which may be available to the Buyer, the parties agree that the Buyer shall be entitled to seek injunctive or other equitable relief it being acknowledged that an award of damages might not be an adequate remedy in all circumstances.

15.4

Each of the obligations in this Clause 15 is separate and severable and shall be construed and be enforceable independently of the others, and is assumed without prejudice to any other obligation of any Seller implied at Law or in equity.

Notices

Service of notices

16.1

Any notice, request or other communication to be given under this Agreement must be in English and in writing, and may be served by hand, by post or airmail (pre-paid and signed for in each case) or, where applicable, e-mail to the address or e-mail address (as applicable) given below, or to such other address or e-mail address as may have been notified by any Party to the other Parties for this purpose (which shall supersede the previous address or e-mail address (as applicable) from the date on which notice of the new address or e-mail address is deemed to be served under this Clause 15).

	Any Seller:
	For the attention of:	Cidron Delfi S.à r.l, C/o Els Alwyn
	Address:	8 Rue Lou Hemmer, L-1748, Findel, Luxembourg, Grand Duchy of Luxembourg
	Copy (which shall not constitute notice) to:
	E-mail:	Els Alwyn: els@nordiccapital.lu cc: Henrik Johansson: henrik.johansson@nordiccapital.com, Ross Allardice: ross.allardice@dechert.com

	Buyer:
	For the attention of:	Broadridge Financial Solutions, Inc. C/o General Counsel
	Address:	5 Dakota Drive, Suite 300, Lake Success, NY 11042

	E-mail:	legalnotices@broadridge.com
	Copy (which shall not constitute notice) to:	Julian Ciecierski-Burns: julian.ciecierski-burns@squirepb.com Paul Lewis: paul.lewis@squirepb.com

	Buyer’s Guarantor:
	For the attention of:	Broadridge Financial Solutions, Inc. General Counsel
	Address:	5 Dakota Drive, Suite 300, Lake Success, NY 11042

	E-mail:	legalnotices@broadridge.com
	Copy (which shall not constitute notice) to:	Julian Ciecierski-Burns: julian.ciecierski-burns@squirepb.com Paul Lewis: paul.lewis@squirepb.com

16.2

Any notice, request or other communication served in accordance with Clause 16.1 shall be deemed to have been received:

(a)

if delivered by hand, at the time of delivery; or

(b)

if sent by post, at 9.30 am on the third (3^rd) day after (and excluding) the date of posting; or

(c)

if sent by e-mail, at the time of transmission by the sender, as long as a copy is dispatched on the same day by hand or post to the recipient (unless the recipient of such e-mail waives or has waived in writing the need for such separate dispatch),

provided that if a notice would otherwise be deemed to have been received outside Normal Business Hours, it shall instead be deemed to have been received at the recommencement of such Normal Business Hours.

16.3

For the purposes of Clause 16.2, “Normal Business Hours” means 9.00 am to 5.30 pm local time in the place of receipt on any day which is not a Saturday, Sunday or public holiday in that location. In the case of service on any Party by e-mail, the place of receipt shall be deemed to be the address specified for service on that Party by post.

16.4

In proving receipt of any notice, request or other communication served in accordance with Clause 16.1, it shall be sufficient to show that the envelope containing the notice was properly addressed and either delivered to the relevant address by hand or posted as a pre-paid, signed-for first class or airmail letter or that the e-mail was sent to the correct address and a “read receipt” was received.

16.5

Rejection or other refusal to accept any notice, request or other communication, or the inability to deliver any such request, notice or other communication due to a change in address for which no notice was properly given, shall be deemed to be delivered as of the date of such rejection, refusal or inability to deliver.

16.6

This Clause 15 shall not apply to the service of any proceedings or other documents in any legal action.

General

Further assurances

17.1

On request by any Party, each Party shall, as soon as reasonably practicable, at the Requesting Party's cost, and insofar as such Party is reasonably able, do or procure the doing of all such acts and execute or procure the execution of all such documents (in a form reasonably satisfactory to the requesting Party) as the requesting Party may reasonably consider necessary or appropriate to carry this Agreement into effect and to give the requesting Party the full benefit of it, strictly provided that this Clause 17.1 shall not impose any materially more onerous, restrictive or costly burden, obligation, liability or requirement on the Buyer, and this Clause 17.1 shall always be subject to all other remaining provisions of this Agreement regarding the obligations of the Buyer and its required standard of conduct, and in particular (without limitation) this Clause 17.1 is subject to Clause 4.

17.2

Each Party agrees that it will promptly provide all information requested in writing by any other Party reasonably required to enable the other Parties to comply with their respective obligations under the Proceeds of Crime Act 2002, the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, the US Foreign Corrupt Practices Act 1977 or the USA Patriot Act 2001 (or analogous legislation in any applicable jurisdiction whether such obligations apply prior to Closing or thereafter).

Termination

17.3

If this Agreement is validly terminated pursuant to Clauses 4.9, 4.10 or 7.3 the Parties shall have no further obligations under this Agreement, any other Transaction Document or otherwise in connection with, or arising from, the Transaction, provided that:

(a)

the Surviving Provisions shall survive termination in accordance with their terms and conditions; and

(b)

(for the avoidance of doubt) termination shall be without prejudice to any rights, liabilities or obligations that have accrued prior to, or contemporaneously with, termination, that survive termination.

Save for the termination provisions set out in Clauses 4.9, 4.10, and 7.3(c), no Party is entitled to terminate this Agreement.

Costs

17.4

Unless expressly provided otherwise in this Agreement (including, without limitation, pursuant to Clauses 4.2, 4.9, 4.10, 5.4(e), 7.3(c)) and Schedule 4, each Party shall bear its own costs and expenses in relation to the negotiation, preparation, execution and implementation of the Transaction Documents, but this Clause 17.4 shall not prejudice any Party’s right to seek to recover costs in any litigation or other dispute resolution procedure arising in connection with any Transaction Document.

17.5

Notwithstanding any provision of this Agreement to the contrary, all Transfer Taxes arising in connection with the transactions contemplated under this Agreement shall be borne by the Buyer. The Buyer shall file, or shall cause to be filed, to the extent permitted by applicable Law, all Tax Returns as may be required to comply with the provisions of such Law relating to Transfer Taxes and shall within thirty (30) days following the expiration of the applicable deadline provide evidence satisfactory to the Institutional Seller that such Tax Returns and filings with respect to Transfer Taxes have been duly and timely filed and the relevant Transfer Taxes duly and timely paid. The Sellers shall reasonably cooperate with the Buyer in connection with all such filings. For the avoidance of doubt, the Consideration is exclusive of Transfer Taxes.

Assignment

17.6

No Party may assign, hold on trust, transfer, charge or otherwise deal with all or any part of its rights or obligations under this Agreement without the prior written consent of the other Parties, provided that:

(a)

this Agreement and the benefits arising under it may be assigned in whole or in the part by a Seller to any member of such Seller’s Group (provided that if such assignee ceases to be a member of such Seller’s Group, this Agreement and the benefits arising under it shall automatically transfer back to such Seller immediately prior to such cessation);

(b)

this Agreement and the benefits arising under it may be assigned in whole or in part by the Buyer to any member of the Buyer’s Group to whom the Buyer transfers any of the Shares (provided that if such assignee ceases to be a member of the Buyer’s Group, this Agreement and the benefits arising under it shall automatically transfer back to the Buyer immediately prior to such cessation); and

(c)

this Agreement and the benefits arising under it may be assigned or charged in whole or in part by the Buyer to its financial lenders or banks as security for any financing or refinancing or other banking or related facilities entered into for the purposes of the transactions contemplated by this Agreement and such benefits may further be assigned to any other financial institution by way of security for the borrowings made under such Agreement or to any person entitled to enforce any such security.

17.7

In the case of an assignment pursuant to Clause 17.6 above, the liability of any Party to such an assignee shall not be greater than it would have been had such assignment not taken place, and all the rights, benefits and protections afforded to a Party shall continue to apply to the benefit of that Party as against the assignee as they would have applied as against the assigning Party.

17.8

Any purported assignment, declaration of trust, transfer, sub-contracting, delegation, charging or dealing in contravention of Clause 17.6 shall be ineffective.

Variation

17.9

No amendment, supplement or variation of this Agreement shall be valid unless it is in writing and signed by or on behalf of each Party.

Rights of third parties

17.10

Except as expressly stated in this Agreement, this Agreement does not confer any rights on any person or party under the Contracts (Rights of Third Parties) Act 1999. The Parties may rescind, vary or terminate this Agreement in accordance with its terms without the consent of or notice to any person on whom such rights are conferred.

Entire agreement

17.11

The Transaction Documents constitute the whole agreement between the Parties relating to the Transaction to the exclusion of any terms implied in Law that may be excluded by contract. They supersede and extinguish any and all prior or contemporaneous discussions, correspondence, negotiations, drafts, arrangements, understandings or agreements whatsoever relating to the Transaction.

17.12

Each Party agrees and acknowledges that:

(a)

it is entering into the Transaction Documents in reliance solely on the statements made or incorporated in them;

(b)

it is not relying on any other statement, representation, warranty, assurance or undertaking made or given by any person, in writing or otherwise, at any time prior to the date of this Agreement (“Pre-Contractual Statement”);

(c)

it is not entering into this Agreement in consequence of or in reliance on any unlawful communication as defined in section 30(1) of the Financial Services and Markets Act 2000 made by any other Party or any Party’s professional advisers;

(d)

except as expressly provided in this Agreement, it is entering into this Agreement solely in reliance on its own commercial assessment and investigation and advice from its own professional advisers; and

(e)

the other Parties are entering into this Agreement in reliance on the acknowledgements given in this Clause 17.12.

17.13

No Party shall have any liability whatsoever for any Pre-Contractual Statement, whether in contract, in tort, under the Misrepresentation Act 1967 or otherwise subject to Clause 10.23.

17.14

It is agreed that the only liability of any Party in respect of those statements, representations, warranties, assurances and undertakings made or given by it and set out or incorporated in this Agreement shall be for breach of contract.

17.15

This entire agreement Clause does not limit or exclude any liability for fraud.

Inconsistency

17.16

If there is any inconsistency between the provisions of this Agreement and those of any other Transaction Document, the provisions of this Agreement shall prevail.

Remedies

17.17

Save as expressly provided in this Agreement and other than specific performance and other injunctive relief, all rights and remedies provided to a Party at Law or in equity are excluded.

Waiver

17.18

Any waiver of any term or condition of this Agreement, waiver of any breach of any term or condition of this Agreement, or waiver of, or election whether or not to enforce, any right or remedy arising under this Agreement or at Law, must be in writing and signed by or on behalf of the person granting the waiver, and no waiver or election shall be inferred from a Party’s conduct.

17.19

Any waiver of a breach of any term or condition of this Agreement shall not be, or be deemed to be, a waiver of any subsequent breach.

17.20

Failure to enforce any provision of this Agreement at any time or for any period shall not waive that or any other provision or the right subsequently to enforce all provisions of this Agreement.

17.21

Failure to exercise, or delay in exercising, any right or remedy shall not operate as a waiver or be treated as an election not to exercise such right or remedy, and single or partial exercise or waiver of any right or remedy shall not preclude its further exercise or the exercise of any other right or remedy and any waiver of any right or remedy against one Party shall not constitute a waiver in respect of all relevant Parties.

Severance

17.22

If any provision of this Agreement is held to be invalid or unenforceable by any Governmental Authority, all other provisions of this Agreement will remain in full force and effect and will not in any way be impaired.

17.23

If any provision of this Agreement is held to be invalid or unenforceable but would be valid or enforceable if some part of the provision were deleted or amended, the provision in question will apply with the minimum modifications necessary to make it valid and enforceable.

Counterparts and duplicates

17.24

This Agreement may be executed in any number of counterparts, but shall not be effective until each Party has signed at least one counterpart. Each counterpart constitutes an original, and all the counterparts together constitute one and the same agreement. If this Agreement is executed in duplicate, each duplicate constitutes an original.

Individual MIP Sellers’ Representative

17.25

Each of the Individual MIP Sellers designates Robert Mackay to serve as its representative (the “Individual MIP Sellers’ Representative”) and to act on its behalf with respect to notices, consents or approvals or requests, elections or proposals required to be given or accepted by the Individual MIP Sellers acting together and otherwise with respect to the actions or decisions expressly identified in this Agreement to be performed or made by the Individual MIP Sellers’ Representative.

17.26

Each of the Individual MIP Sellers irrevocably appoints the Individual MIP Sellers’ Representative as its agent, proxy and attorney and gives the Individual MIP Sellers’ Representative full power and authority on such Individual MIP Seller’s behalf to do all acts and to execute and deliver and receive all such documents or deeds as may be required to resolve or address all matters as are expressly contemplated by the Transaction Documents.

17.27

Any action taken or document executed by the Individual MIP Sellers’ Representative on behalf of a Individual MIP Seller in connection with this Agreement shall be deemed to have been made on behalf of such Individual MIP Seller and the Buyer shall be entitled at its sole discretion to have regard only to, and to rely absolutely upon and act in accordance with, without any liability to any party for having relied or acted thereon, notices, including requests, elections or proposals, issued by a Individual MIP Sellers’ Representative. Service of any notice or other communication on a Individual MIP Sellers’ Representative shall be deemed to constitute valid service thereof on all the Individual MIP Sellers to rely upon such action or document as being binding on such Individual MIP Seller without further enquiry.

17.28

The Individual MIP Sellers’ Representative may resign and be discharged from its duties and obligations under this Agreement by giving notice and specifying a date (which date shall be the later of the date specified in the notice and five (5) Business Days after deemed receipt) on which such resignation shall take effect or be removed by the Sellers provided, however, that until a successor Individual MIP Sellers’ Representative shall have been appointed, the Individual MIP Sellers’ Representative shall continue to perform its duties and obligations under this Agreement.

Governing Law

17.29

This Agreement and any non-contractual obligations arising out of or in connection with it (including any non-contractual obligations arising out of the negotiation of the transaction contemplated by this Agreement) are governed by and shall be construed in accordance with the Law of England and Wales.

Jurisdiction

17.30

The courts of England shall have exclusive jurisdiction to settle any dispute, claim, difference or controversy arising out of, relating to or having any connection with this Agreement, including any dispute as to its existence, validity, interpretation, performance, breach or termination or the consequences of its nullity and any dispute relating to any non-contractual obligations arising out of or in connection with it.

Agent for service of process

17.31

At the date of this Agreement, the Buyer’s Guarantor has appointed Broadridge Financial Solutions Limited of 193 Marsh Wall, Isle of Dogs, London E14 9SG as its Process Agent. If such person ceases to be able to act as process agent or no longer has an address in England, the Buyer’s Guarantor shall immediately appoint a replacement Process Agent and deliver to the Institutional Seller a notice setting out the new Process Agent’s name and address together with a copy of the new Process Agent’s acceptance of its appointment.

This share purchase agreement is executed on the date written at the beginning of this Agreement.

[Signature pages overleaf]

CIDRON DELFI S.À R.L.

/s/Wilhelmina Steennis		/s/ Ganash Lokanathen
Wilhelmina Steennis		Ganash Lokanathen

Manager		Manager

for and on behalf of
Cidron Delfi S.à r.l.

ITIVITI INVEST V AB
/s/ Fredrik Näslund

Fredrik Näslund

for and on behalf of
Itiviti Invest V AB

ITIVITI INTRESSENTER AB

/s/ Fredrik Näslund		/s/ Emil Anderson
		Emil Anderson
Fredrik Näslund

for and on behalf of
Itiviti Intressenter AB

BROADRIDGE SWEDEN HOLDINGS AB

/s/ Adam D. Amsterdam
Authorised Signatory

for and on behalf of
Broadridge Sweden Holdings AB

BROADRIDGE FINANCIAL SOLUTIONS, INC.

/s/ Adam D. Amsterdam
Adam D. Amsterdam – General Counsel

for and on behalf of
Broadridge Financial Solutions, Inc.

THE INDIVIDUAL MIP SELLERS

Signed by Aleksey Dukhnyakov by his attorney under a power of attorney	/s/ Wilhelmina Steennis
	Attorney Name of attorney: Wilhelmina Steennis

Signed by Alexander Juhasz by his attorney under a power of attorney	/s/ Wilhelmina Steennis
	Attorney Name of attorney: Wilhelmina Steennis

Signed by Anil Shah by his attorney under a power of attorney	/s/ Wilhelmina Steennis
	Attorney Name of attorney: Wilhelmina Steennis

Signed by Antoine Moreau by his attorney under a power of attorney	/s/ Wilhelmina Steennis
	Attorney Name of attorney: Wilhelmina Steennis

Signed by Antoine Pieter van Tiggelen by his attorney under a power of attorney	/s/ Wilhelmina Steennis
	Attorney Name of attorney: Wilhelmina Steennis

Signed by Brian Driscoll by his attorney under a power of attorney	/s/ Wilhelmina Steennis
	Attorney Name of attorney: Wilhelmina Steennis

Signed by Darren Toy by his attorney under a power of attorney	/s/ Wilhelmina Steennis
	Attorney Name of attorney: Wilhelmina Steennis

Signed by Edouard Ryst by his attorney under a power of attorney	/s/ Wilhelmina Steennis
	Attorney Name of attorney: Wilhelmina Steennis

Signed by Elanor Hardwick by her attorney under a power of attorney	/s/ Wilhelmina Steennis
	Attorney Name of attorney: Wilhelmina Steennis

Signed by Fabrice Astrologi by his attorney under a power of attorney	/s/ Wilhelmina Steennis
	Attorney Name of attorney: Wilhelmina Steennis

Signed by Gavin Welsh by his attorney under a power of attorney	/s/ Wilhelmina Steennis
	Attorney Name of attorney: Wilhelmina Steennis

Signed by Guillaume Barbaud by his attorney under a power of attorney	/s/ Wilhelmina Steennis
	Attorney Name of attorney: Wilhelmina Steennis

Signed by Henric Thelin by his attorney under a power of attorney	/s/ Wilhelmina Steennis
	Attorney Name of attorney: Wilhelmina Steennis

Signed by Ismael Sami by his attorney under a power of attorney	/s/ Wilhelmina Steennis
	Attorney Name of attorney: Wilhelmina Steennis

Signed by Jerome Petit by his attorney under a power of attorney	/s/ Wilhelmina Steennis
	Attorney Name of attorney: Wilhelmina Steennis

Signed by Johan Feinberg by his attorney under a power of attorney	/s/ Wilhelmina Steennis
	Attorney Name of attorney: Wilhelmina Steennis

Signed by Jonas Hansbo by his attorney under a power of attorney	/s/ Wilhelmina Steennis
	Attorney Name of attorney: Wilhelmina Steennis

Signed by Josh Monroe by his attorney under a power of attorney	/s/ Wilhelmina Steennis
	Attorney Name of attorney: Wilhelmina Steennis

Signed by Jürgen Ingels by his attorney under a power of attorney	/s/ Wilhelmina Steennis
	Attorney Name of attorney: Wilhelmina Steennis

Signed by Karoline Raets by her attorney under a power of attorney	/s/ Wilhelmina Steennis
	Attorney Name of attorney: Wilhelmina Steennis

Signed by Khuhsru Dadachanji by his attorney under a power of attorney	/s/ Wilhelmina Steennis
	Attorney Name of attorney: Wilhelmina Steennis

Signed by Laurent Charbonnier by his attorney under a power of attorney	/s/ Wilhelmina Steennis
	Attorney Name of attorney: Wilhelmina Steennis

Signed by Lee Griggs by his attorney under a power of attorney	/s/ Wilhelmina Steennis
	Attorney Name of attorney: Wilhelmina Steennis

Signed by Linda Middleditch by her attorney under a power of attorney	/s/ Wilhelmina Steennis
	Attorney Name of attorney: Wilhelmina Steennis

Signed by Mark Lavery by his attorney under a power of attorney	/s/ Wilhelmina Steennis
	Attorney Name of attorney: Wilhelmina Steennis

Signed by Nirav Shah by his attorney under a power of attorney	/s/ Wilhelmina Steennis
	Attorney Name of attorney: Wilhelmina Steennis

Signed by Ofir Gefen by his attorney under a power of attorney	/s/ Wilhelmina Steennis
	Attorney Name of attorney: Wilhelmina Steennis

Signed by Per E Larsson by his attorney under a power of attorney	/s/ Wilhelmina Steennis
	Attorney Name of attorney: Wilhelmina Steennis

Signed by Robert Mackay by his attorney under a power of attorney	/s/ Wilhelmina Steennis
	Attorney Name of attorney: Wilhelmina Steennis

Signed by Ronny Wester by his attorney under a power of attorney	/s/ Wilhelmina Steennis
	Attorney Name of attorney: Wilhelmina Steennis

Signed by Shelley Magee by her attorney under a power of attorney	/s/ Wilhelmina Steennis
	Attorney Name of attorney: Wilhelmina Steennis

Signed by Tom Williams by his attorney under a power of attorney	/s/ Wilhelmina Steennis
	Attorney Name of attorney: Wilhelmina Steennis

Signed by Tony Falck by his attorney under a power of attorney	/s/ Wilhelmina Steennis
	Attorney Name of attorney: Wilhelmina Steennis

Signed by Troels Philip Jensen by his attorney under a power of attorney	/s/ Wilhelmina Steennis
	Attorney Name of attorney: Wilhelmina Steennis

SCHEDULE 2

Conduct of business prior to Closing

Without prejudice to the generality of Clause 5.1:

the Institutional Seller shall exercise its voting rights or other controls or consent rights in order to procure that, between the time of entry into this Agreement and Closing, no Target Group Company does any of the following things without the prior consent of the Buyer (such consent not to be unreasonably withheld, conditioned or delayed), provided that where the Buyer has failed to respond for a period of seven Business Days following a request for consent from the Institutional Seller, such consent shall be deemed to have been given:

(a)

make any substantial change in the nature or organisation of its business outside of the approved strategic annual operating plan relating to the Business;

(b)

discontinue or cease to operate all or a material part of its business;

(c)

assign, licence, charge or otherwise dispose of any assets other than in the ordinary course of business;

(d)

incur any additional borrowings (other than by bank overdraft or similar facility in the ordinary course of business and within the limits subsisting at the date of this Agreement) or incur any other indebtedness, in each case in excess of EUR 1,000,000;

(e)

acquire or purchase any company or business other than in connection with the Pre-Closing Reorganisation;

(f)

incur any capital expenditure on any individual item which exceeds EUR 1,000,000;

(g)

create any Encumbrance (other than a Permitted Encumbrance) over any of its assets or undertaking;

(h)

terminate any Material Contract or make any material amendment to or waive any material right under any Material Contract;

(i)

entering into any contract or commitment with an annual expenditure or value in excess of EUR 1,000,000;

(j)

abandon, lapse or allow the registration of any material Registered Intellectual Property Rights to lapse;

(k)

waive, release, assign, initiate, pay, discharge, settle or compromise any pending or threatened claim, action, litigation, arbitration, or proceeding exclusively related to the Target Group which has a value, in each case, in excess of EUR 1,000,000; or

(l)

pass any resolution of the members of the company, whether in general meeting or otherwise or enter into any agreement to the like effect, or amend its articles of association or other constitutional document, or pass any resolution that is inconsistent with their provisions;

(m)

employ or engage (or offer to employ or engage) any person with an annual salary (excluding any benefits) in excess of EUR 150,000 or dismiss, give notice of dismissal to, remove, re-deploy or make redundant any employee of the same seniority other than a dismissal for reason of gross misconduct;

(n)

create, allot or issue any share capital or loan capital, or agree to do so;

(o)

create, issue, redeem or grant any option or right to subscribe for any share capital or loan capital or agree to do so;

(p)

do, allow or procure any act or omission which would constitute or give rise to a material breach of any Warranty at any time before Closing by reference to the facts and circumstances from time to time then existing;

(q)

save for Permitted Leakage pay any management charge or service charge or consultancy fee or other fee to any of the Sellers or agree to do so;

(r)

amend, terminate or enter into or agree to amend, terminate or enter into any agreement or arrangement between any member of the Target Group on the one hand and any of the Sellers and/or all or their connected persons and/or any director, officer, employee or consultant of any member of the Target Group on the other hand;

(s)

repay, redeem, reduce or repurchase any share capital or save for the Pre-Closing Reorganisation enter into any reconstruction, merger or amalgamation;

(t)

declare, make or pay any dividend or other distribution to shareholders;

(u)

change its accounting reference date;

(v)

change its residence for Tax purposes; or

(w)

agree or commit to do any of the foregoing.

EXHIBIT 10.1

EXECUTION VERSION

Date: March 27, 2021

WARRANTY DEED

BETWEEN

BROADRIDGE SWEDEN HOLDINGS AB

AS BUYER

AND

THE PERSONS LISTED IN SCHEDULE 1

AS MANAGEMENT WARRANTORS

160 Queen Victoria Street
London EC4V 4QQ, UK
Tel: +44 (0) 20 7184 7000
Fax: +44 (0) 20 7184 7001

Table of Contents

		Page

1.	Interpretation	1

2.	Warranties and Recourse	7

3.	Assignment	7

4.	Tax Covenant	8

5.	Effect of Closing	8

6.	Counterparts and Duplicates	8

7.	Third Party Rights	8

8.	Notices	8

9.	Invalidity	9

10.	General Provisions	9

11.	Governing Law and Submission to Jurisdiction	10

12.	Liability	10

13.	Entire Agreement	10

Schedule 1 Management Warrantors

Schedule 2 Warranties		14

Schedule 3 Limitations on Liability		30

Schedule 4 Tax Covenant		33

-i-

Date: March 27, 2021

PARTIES

(1)

BROADRIDGE SWEDEN HOLDINGS AB with registered number 559301 7386 and registered address at Box 270, S-851 04 Sundsvall, Sweden (the “Buyer”); and

(2)

The persons whose names and addresses are set out in Schedule 1 hereto (together the “Management Warrantors” and each a “Management Warrantor”).

INTRODUCTION

(A)

The Management Warrantors are engaged in the management of the operations of the Target Group.

(B)

In connection with the sale of the Shares to the Buyer under the Share Purchase Agreement, the Management Warrantors have agreed to give the Warranties on and subject to the terms and conditions contained in this deed.

(C)

This deed is entered into by the parties pursuant to, and is supplemental to, the Share Purchase Agreement and is an integral part of the Transaction.

Interpretation

1.1

Words and expressions defined in clause 1.1 of the Share Purchase Agreement shall (unless defined in this deed or the context otherwise requires) have the same meanings in this deed.

1.2

In this deed unless the context otherwise requires:

“Accounts”	has the meaning given to it in the Share Purchase Agreement;

“Accounts Date”	has the meaning given to it in the Share Purchase Agreement;

“Anti Corruption Laws”	has the meaning given to it in Schedule 2;

“applicable laws”	means any law, statute, regulation, code, ordinance, rule, judgment, order, decree or directive and any requirement of a Competent Authority, which applies to the Target Group in any relevant jurisdiction in which the Target Group operates;

“Associated Person”	means in relation to a company, a person (including an employee, agent or subsidiary) who performs or has performed services for or on that company’s behalf;

“Business Day”	has the meaning given to it in the Share Purchase Agreement;

“Business IPR”	means all Intellectual Property Rights which have in the three years prior to the date of this deed been used or intended to be used primarily in or in connection with the business of any Target Group Company and which are material to the business of the Target Group;

“Business IT”	means all IT Systems which are currently owned or used by any Target Group Company and which are material to the business of the Target Group;

“Buyer’s Group”	has the meaning given to it in the Share Purchase Agreement;

“Claim”	means any claim, proceeding, suit or action against any Management Warrantor arising out of or in connection with any breach of the Warranties contained in this deed or any breach of, or claim under, Schedule 4;

“Closing”	has the meaning given to it in the Share Purchase Agreement;

“Companies Act”	means the Companies Act 2006;

“Competent Authority”	means, in any relevant jurisdiction, any national, state or local government authority, any government, quasi-governmental, judicial, public or administrative agency, authority or body;

“Data Protection Laws”	means all applicable laws, rules, regulations, directives decisions, codes of practice and guidance relating to data protection and/or privacy which are from time to time applicable to a Target Group Company including (i) all national laws, regulations and secondary legislation implementing European Directive 95/46/EC; (ii) the GDPR (including the GDPR as incorporated into UK law) and all related national laws, regulations and secondary legislation; (iii) all applicable national laws and regulations implementing European Directive 2002/58/EC; (iv) the Privacy Act 1988 (Cth) and any regulations and guidance that may be issued pursuant to the Privacy Act from time to time; (v) the California Consumer Privacy Act, Cal. Civ. Code § 1798.100 et seq., and any regulations and guidance that may be issued pursuant to CCPA from time to time; and (vi) U.S. state breach notification laws, and the applicable data protection laws of other nations;

“Data Room”	has the meaning given to it in the Share Purchase Agreement;

“Disclosed”	has the meaning given to it in the Share Purchase Agreement;

“Disclosure Documents”	means the bundle of documents annexed to the Disclosure Letter, an index of which is annexed hereto;

“Disclosure Letter”	means the letter from the Management Warrantors to the Buyer disclosing certain matters relating to certain of the Warranties dated on or about the date of this deed including the contents of the Schedules thereto and those documents, facts, events, circumstances, matters and information deemed to be Disclosed in it;

“Employees”	means the individuals employed by a Target Group Company and “Employee” means any one of them;

“Encumbrance”	has the meaning given to it in the Share Purchase Agreement;

“Finally Determined”	means either agreed between the relevant Management Warrantor and the Buyer in writing, withdrawn by the Buyer in writing, or determined by a court of competent jurisdiction in England from which there is either no further appeal in England or from whose judgment the relevant Management Warrantor or the Buyer (as the case may be) do not appeal within the period during which such appeal may properly be brought;

“Intellectual Property Rights”	means trade marks, service marks, trade names, domain names, get-up, logos, patents, inventions, design rights, copyrights, database rights, moral rights, goodwill and the right to sue for passing off or unfair competition, rights in computer software, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other similar rights and intellectual property rights in any part of the world, in each case irrespective of whether registered or unregistered, including any registration of such rights and applications for such registrations;

“IT Contracts”

means all arrangements and agreement which are material to the business of the Target Group under which:

(a)

any third party provides any element of, or services relating to, IT Systems, including without limitation leasing, hire-purchase, software licences, support, maintenance, services, development and design agreements; and

(b)

the Target Group provides any third party with any element of, or services relating to, IT Systems, including without limitation leasing, hire-purchase, software licences, support, maintenance services, development and design agreements;

“IT Systems”	means all computer systems, communications systems, software and hardware (including firmware, peripherals, communication equipment and links, storage media, networking equipment, power supplies and any other components used in conjunction with such);

“Know-how”	means industrial and commercial information and techniques in any form not in the public domain including drawings, formulae, test results, reports, project reports and testing procedures, instruction and training manuals, tables of operating conditions, market forecasts, lists and particulars of customers and suppliers;

“Licensed Business IPR”	means Business IPR other than Owned Business IPR;

“Licensed Out IPR”	means Business IPR which a Target Group Company has licensed or agreed to license any to any third party;

“Locked Box Accounts”	means the unaudited consolidated balance sheet of the Target Group as at the Locked Box Date;

“Locked Box Date”	has the meaning given to it in the Share Purchase Agreement;

“Management Warrantors’ Representative”	means the person appointed pursuant to Clause 8.4;

“Management Warrantors’ Solicitors”	means White & Case LLP of 5 Old Broad Street London EC2N 1DW, United Kingdom;

“Material Contract”	means any: (a) Material Customer Contracts; and (b) Material Supplier Contracts;

“Material Customer Contract”	means the top 20 customer contracts of the Target Group as identified by Management Warrantors and provided as part of the Disclosure Documents;

“Material Owned Business IPR”	means the Owned Business IPR which are material for the business of the Target Group;

“Material Supplier Contract”	means the top 20 supplier contracts of the Target Group as identified by Management Warrantors and provided as part of the Disclosure Documents;

“Open Source Software”	means any software that: (a) is distributed or made available as open source software, free software or pursuant to any similar distribution and/or licensing model or (b) requires, as a condition of its use, modification and/or distribution that any such software or any other software derived from, incorporated into, or distributed with such software or into which such software is incorporated, be distributed or disclosed in source code form, licensed for the purpose of making derivative works and/or redistributable at a minimum charge or no charge;

“Owned Business IPR”	means Business IPR which is owned by any Target Group Company;

“Pension Schemes”	means each of the employee pension benefit plans listed in the Data Room;

“Personal Information”	means any information relating, directly or indirectly, to any identified or identifiable natural person, including but not limited to terms such as "Personal Information", "Personal Data", “Personally Identifying Information” and similar terms as defined under Data Protection Laws;

“PrefCo Buyback Agreement”	means the agreement governing the acquisition of all preference shares in Itiviti Preference Co AB by Itiviti AB;

“Processor”	means a third party appointed by a Target Group Company that processes the Target Group Company’s Personal Information;

“processing”	shall have the meaning given to this term under Data Protection Laws;

“Properties”	means the properties owned and occupied by the Target Group details of which are Disclosed in the Disclosure Documents and “Property” means any one of them;

“Reserved Shares”	means (i) the shares in Itiviti Philippines Inc. issued to 5 local directors and representing in aggregate less than 0.01% of the entire share capital of Itiviti Philippines Inc. and (ii) the preference shares in Itiviti PreferenceCo AB which are held by external third parties and which will be bought back by Itiviti AB pursuant to the PrefCo Buyback Agreement;

“Sanctions”	means any U.S. sanctions administered by U.S. Treasury Department’s Office of Foreign Assets Control or any equivalent sanctions or measures imposed by the United Nations and/or the European Union and/or Her Majesty’s Treasury or any other or similar sanctions or measures imposed by a regulatory body which are applicable to any Target Group Company;

“Share Purchase Agreement”	means the agreement entered into (or to be entered into) on or about the date of this deed between, inter alios, the Sellers (as defined therein) and the Buyer relating to the acquisition by the Buyer of the entire issued share capital of the Target, together with any agreements to be entered into pursuant to it;

“Senior Employee”	means each of [***];

“Shares”	has the meaning given to it in the Share Purchase Agreement;

“Software”	all software (including associated user manuals, object code and source code and other materials sufficient to enable a reasonably skilled programmer to maintain, understand, support and modify the software (“Source Code”)) and firmware developed by or for, or owned or licensed to a third party or otherwise commercialised by, a Target Group Company, and in each case, necessary for a Target Group Company to operate its business;

“Supervisory Authority”	means any local, national, supranational, state, governmental or quasi-governmental agency, body, department, board, official or entity exercising regulatory or supervisory authority pursuant to any Data Protection Laws.

“Target”	has the meaning given to it in the Share Purchase Agreement;

“Target Group”	has the meaning given to it in the Share Purchase Agreement;

“Target Group Companies”	has the meaning given to it in the Share Purchase Agreement;

“Target Group Company”	has the meaning given to it in the Share Purchase Agreement;

“Tax Authority”	means any taxing or other authority competent to impose any liability in respect of Taxation or responsible for the administration and/or collection of Taxation or enforcement of any law in relation to Taxation;

“Tax” or “Taxation”	has the meaning given to it in the Share Purchase Agreement;

“Transaction”	has the meaning given to it in the Share Purchase Agreement;

“Transaction Documents”	has the meaning given to it in the Share Purchase Agreement;

“Warranties”	means those warranties contained in Schedule 2; and

“W&I Policy”	has the meaning given to it in the Share Purchase Agreement.

1.3

In this deed unless expressly stated otherwise:

(a)

(b)

words indicating gender shall be treated as referring to the masculine, feminine or neuter as appropriate;

(c)

a reference to a statute, statutory provision or subordinate legislation (“legislation”) refers to such legislation as amended and in force from time to time and to any legislation that (either with or without modification) re-enacts, consolidates or enacts in rewritten form any such legislation; provided that as between the parties no such amendment, re-enactment or modification shall apply for the purposes of this deed to the extent that it would impose any new or extended obligation, liability or restriction on, or would otherwise adversely affect the rights of, any party;

(d)

any reference to any document other than this deed is a reference to that other document as amended, varied, supplemented, or novated (in each case, other than in breach of the provisions of this deed) at any time;

(e)

a reference to a document “in the agreed form” means a form of document agreed by each of the parties and signed by or on behalf of each party for the purposes of identification;

(f)

references to the time of day are to London Time;

(g)

references to “Euros”, “€” or “EUR” are references to the Euro, being the lawful currency of certain European Union member states;

(h)

any amounts expressed in, or required for the purposes of this deed to be translated from, any currency other than Euros, shall be translated into Euros in accordance with the prevailing rate of exchange as at the applicable date as quoted by Bloomberg as at such date;

(i)

a reference to something being “in writing” or “written” includes any mode of representing or reproducing words in visible form that is capable of reproduction in hard copy form, including words transmitted by email but excluding any other form of electronic or digital communication;

(j)

a reference to a document or communication being “signed” by or on behalf of any person means signature in manuscript by that person or his duly authorised agent or attorney (which manuscript signature may be affixed and/or transmitted by email) and not any other method of signature;

(k)

any reference to a “person” includes any individual, body corporate, trust, partnership, joint venture, unincorporated association or governmental, quasi-governmental, judicial or regulatory entity (or any department, agency or political sub-division of any such entity), in each case whether or not having a separate legal personality, and any reference to a “company” includes any company, corporation or other body corporate, and any limited partnership or limited liability partnership wherever and however incorporated or established;

(l)

any reference to a “holding company” or a “subsidiary” means a “holding company” or “subsidiary” as defined in section 1159 of the Companies Act 2006, save that a company shall be treated for the purposes of the membership requirement contained in sections 1159(1)(b) and (c) as a member of another company even if its shares in that other company are registered in the name of (i) its nominee or (ii) another person (or its nominee) by way of security or in connection with the taking of security. Any reference to an “undertaking” shall be construed in accordance with section 1169 of the Companies Act 2006 and any reference to a “parent undertaking” or a “subsidiary undertaking” means respectively a “parent undertaking” or “subsidiary undertaking” as defined in section 1162 of the Companies Act 2006, save that an undertaking shall be treated for the purposes of the membership requirement in sections 1162(2)(b) and (d) and section 1162(3)(a) as a member of another undertaking even if its shares in that other undertaking are registered in the name of (i) its nominee or (ii) another person (or its nominee) by way of security or in connection with the taking of security. Such references to an “undertaking”, a “subsidiary undertaking” or a “parent undertaking” shall be amended, where appropriate, by the Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008;

(m)

a person shall be deemed to be connected with another if that person is connected with another within the meaning of section 1122 of the Corporation Tax Act 2010;

(n)

(o)

any provision which is expressed to bind the Management Warrantors shall bind each of them severally (and thus not jointly) and any reference to “the Management Warrantors” in this deed shall be construed as a reference to each Management Warrantor individually and severally (and thus not jointly) unless otherwise expressly provided. The Buyer may in its absolute discretion release, compound, or compromise or give time or indulgence in relation to the liability of certain Management Warrantors without in any way prejudicing or affecting its rights against the other Management Warrantors.

Warranties and Recourse

2.1

Each of the Management Warrantors hereby severally warrants to the Buyer that each of the Warranties is true, accurate and not misleading at the date hereof and in relation to the warranties set out in paragraph 1.1 to 1.8 of Schedule 2 immediately prior to Closing. This deed is entered into by the Management Warrantors and the Warranties given in this deed are given and made in connection with and are integral to the Transaction and the Buyer’s commercial decision to enter into the Share Purchase Agreement on its terms and to proceed to Closing on that basis.

2.2

Each of the Warranties is given subject to:

(a)

the matters being Disclosed in the Disclosure Letter (save as provided in clause 2.3); and

(b)

any limitations, exceptions or exclusions expressly provided for in this deed.

2.3

Where any statement set out in Schedule 2 is qualified by the expression "so far as the Management Warrantors are aware" or words to such effect, such expression shall mean that each Management Warrantor shall be deemed to have knowledge of all facts, matters and circumstances actually known to any of the Management Warrantors as at the date of this deed, having made enquiry of [***].

2.4

The warranties set out in paragraphs 1.1 to 1.8 (inclusive) of Schedule 2 are fundamental warranties and cannot be disclosed against.

2.5

Each of the Warranties shall be construed as separate and independent and (unless expressly provided to the contrary) shall not be limited by the terms of or by reference to any of the other Warranties.

Assignment

3.1

No party may assign, hold on trust, transfer, charge or otherwise deal with all or any part of its rights or obligations under this deed without the prior written consent of the other parties, provided that:

3.1.1

this deed and the benefits arising under it may be assigned in whole or in part by the Buyer to any member of the Buyer’s Group to whom the Buyer transfers any of the Shares (provided that if such assignee ceases to be a member of the Buyer’s Group, this deed and the benefits arising under it shall automatically transfer back to the Buyer immediately prior to such cessation); and

3.1.2

this deed and the benefits arising under it may be assigned or charged in whole or in part by the Buyer, to its financial lenders or banks as security for any financing or refinancing or other banking or related facilities entered into for the purposes of the transactions contemplated by the Share Purchase Agreement and such benefits may further be assigned to any other financial institution by way of security for the borrowings made for the purposes of the transactions contemplated by the Share Purchase Agreement or to any person entitled to enforce any such security.

3.2

In the case of an assignment pursuant to Clause 3.1 above, the liability of the Management Warrantors to such an assignee shall not be greater than it would have been had such assignment not taken place, and all the rights, benefits and protections afforded to a party shall continue to apply to the benefit of that party as against the assignee as they would have applied as against the assigning party.

3.3

Any purported assignment, declaration of trust, transfer, sub-contracting, delegation, charging or dealing in contravention of Clause 3.1 shall be ineffective.

Tax Covenant

The provisions of Schedule 4 apply in this deed in relation to Tax.

Effect of Closing

The terms of this deed (subject as specifically otherwise provided in this deed) shall continue in force after and notwithstanding Closing and the remedies of the Buyer in respect of any breach of any of the Warranties shall continue to subsist notwithstanding Closing.

Counterparts and Duplicates

6.1

This deed may be executed in any number of counterparts, but shall not be effective until each party has signed at least one counterpart. Each counterpart constitutes an original, and all the counterparts together constitute one and the same agreement. If this deed is executed in duplicate, each duplicate constitutes an original.

Third Party Rights

7.1

Except as expressly stated in this deed, this deed does not confer any rights on any person or party under the Contracts (Rights of Third Parties) Act 1999. The parties may rescind, vary or terminate this deed in accordance with its terms without the consent of or notice to any person on whom such rights are conferred.

Notices

8.1

Any notice or other communication in connection with this deed (each, a “Notice”) shall be:

(a)

in writing; and

(b)

delivered by hand, e-mail, pre-paid recorded delivery, pre-paid special delivery or courier using an internationally recognised courier company.

8.2

For the purposes of this Clause 8.2, the authorised address of:

(a)

each of the Management Warrantors shall be the address of the Management Warrantors’ Representative set out in Schedule 1, with a copy (which shall not constitute service) to the Management Warrantors’ Solicitors, marked for the urgent attention of Mike Weir at White & Case LLP, 5 Old Broad Street, London, EC2N 1DW, United Kingdom; and

(b)

the Buyer shall be:

For the attention of:	Broadridge Financial Solutions, Inc. C/o General Counsel

Address:	5 Dakota Drive, Suite 300, Lake Success, NY 11042

E-mail:	legalnotices@broadridge.com

Copy (which shall not constitute notice) to:

Julian Ciecierski-Burns: julian.ciecierski-burns@squirepb.com

Paul Lewis: paul.lewis@squirepb.com

or such other address as that party may notify to the others in writing from time to time in accordance with the requirements of this Clause 8.2. Notice of any change shall be effective ten Business Days after it is served.

8.3

A Notice shall be effective upon receipt and shall be deemed to have been received:

(a)

at 9.00 am on the third Business Day after (and excluding) the date of posting;

(b)

at the time of delivery, if delivered by hand or courier; or

(c)

at the time of transmission in legible form, if delivered by fax or e-mail, provided (in the case of email) that the sender has not received an out of office reply or failure to send notification as long as a copy is dispatched by hand or post to the recipient as soon as reasonably practicable thereafter.

8.4

The Management Warrantors hereby appoint Robert Mackay as their representative who may authorise the making of any request, election, proposal or consent expressed to be made on behalf of the Management Warrantors to the Buyer (the “Management Warrantors’ Representative”). The Buyer shall be entitled at its sole discretion to have regard only to, and to rely absolutely upon and act in accordance with, without any liability to any party for having relied or acted thereon, notices, including requests, elections or proposals, issued by the Management Warrantors’ Representative. Service of any notice or other communication on the Management Warrantors’ Representative shall be deemed to constitute valid service thereof on all the Management Warrantors. The Management Warrantors may by unanimous decision appoint replacement Management Warrantors’ Representative, provided that ten Business Days’ prior written notice of such appointment has been given to the Buyer and provided, however, that until a successor Management Warrantors' Representative shall have been appointed, the Management Warrantors' Representative shall continue to perform its duties and obligations under this deed.

Invalidity

9.1

If any provision in this deed shall be held to be illegal, invalid or unenforceable, in whole or in part, the provision shall apply with whatever deletion or modification is necessary so that the provision is legal, valid and enforceable and gives effect to the commercial intention of the parties.

9.2

To the extent it is not possible to delete or modify the provision, in whole or in part, under Clause 9.1, then such provision or part of it shall, to the extent that it is illegal, invalid or unenforceable, be deemed not to form part of this deed and the legality, validity and enforceability of the remainder of this deed shall, subject to any deletion or modification made under Clause 9.1, not be affected.

10.

General Provisions

10.1

The Buyer may release or compromise the liability of any of the Management Warrantors hereunder or grant to any Management Warrantor time or other indulgence without affecting the liability of any other Management Warrantor hereunder.

10.2

Any waiver of a breach of any of the terms of this deed or of any default hereunder shall not be deemed to be a waiver of any subsequent breach or default and shall in no way affect the other terms of this deed.

10.3

Notwithstanding any provision in this deed to the contrary, any and all obligations of the Management Warrantors under this deed are several and each Management Warrantor shall only be responsible for fulfilling its own obligations hereunder and shall not be liable or responsible for the failure of any party to fulfil its respective obligations.

10.4

Except as otherwise expressly provided in this deed or expressly agreed by the parties in writing, no failure to exercise and no delay on the part of any party in exercising any right, remedy, power or privilege of that party under this deed and no course of dealing between the parties shall be construed or operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights and remedies provided by this deed are cumulative and are not exclusive of any rights or remedies provided by law.

10.5

This deed may be varied only by a document signed by the Buyer and by the Management Warrantors’ Representative on behalf of the Management Warrantors.

11.

Governing Law and Submission to Jurisdiction

11.1

This deed and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and Wales.

11.2

Each of the parties irrevocably agrees that the courts of England are to have exclusive jurisdiction to settle any dispute which may arise out of or in connection with this deed and that accordingly any proceedings arising out of or in connection with this deed shall be brought in such courts.

11.3

Each of the parties hereto agrees that in the event of any action between any of the parties hereto being commenced in respect of this deed or any matters arising under it, the process by which it is commenced, (where consistent with the applicable rules) may be served on them in accordance with Clause 8.2.

12.

Liability

The Buyer shall not exercise any right of set-off or counterclaim against or otherwise withhold payment of any sums stated to be payable by the Buyer to any Management Warrantor under the Share Purchase Agreement or under any other Transaction Document unless and until the relevant Management Warrantors' liability under this deed has been agreed by the relevant Management Warrantor or Finally Determined in favour of the Buyer.

13.

Entire Agreement

13.1

This deed and the Transaction Documents contain the entire agreement and understanding of the parties and supersede all prior agreements, understandings or arrangements between the parties (both oral and written) relating to the subject matter of this deed and the Transaction Documents.

13.2

Each of the parties acknowledges and agrees that:

(a)

it does not enter into this deed on the basis of and does not rely, and has not relied upon, any statement, representation, warranty, assurance, covenant, agreement, undertaking, indemnity, guarantee or commitment of any nature whatsoever (in any case whether oral, written, express or implied, and whether negligent or innocent) made, given or agreed to by any person (whether a party to this deed or not), except as expressly set out in this deed or any other Transaction Document and, the only remedy or remedies available in respect of any representation, statement, warranty, assurance, covenant, agreement, undertaking, indemnity, guarantee or commitment of any nature whatsoever made to it shall be a claim for breach of contract under this deed and/or any other Transaction Document;

(b)

no statement, undertaking, assurance, warranty, covenant or other provision set out in this deed that is given by any party to this deed to any other is given as a representation;

(c)

any statutory or common law terms, warranties, representations or conditions that are not expressly set out or referred to in this deed or any other Transaction Document and might otherwise be implied are hereby expressly excluded; and

(d)

this Clause 13 shall not apply to any statement, representation or warranty made fraudulently or to any provision of this deed which was induced by, or otherwise entered into as a result of, fraud, for which the remedies shall be all those available under the law governing this deed.

In Witness whereof this deed has been executed and delivered as a deed on the date first above written.

Executed as a Deed by BROADRIDGE SWEDEN HOLDINGS AB

acting by Adam D. Amsterdam:

/s/ Adam D. Amsterdam
Authorized signatory

In the presence of:

/s/ Mary C. Amsterdam
Witness signature

Witness Name: Mary C. Amsterdam

Witness Address: 200 N. End Avenue, #27B, NY, NY 10282
Witness Occupation: E. Director 2 Artists Group

Management Warrantors

Executed as a Deed by
ROBERT MACKAY

/s/ Robert Mackay

In the presence of:

/s/ Mark Lavery
Witness signature

Witness Name: Mark Lavery
Witness Address: 1 Scholars Road, London, SW12 0PF
Witness Occupation: Head of FBP, Itiviti

Executed as a Deed by
LINDA MIDDLEDITCH

/s/ Linda Middleditch

In the presence of:

/s/ Giles Deards
Witness signature

Witness Name: Giles Deards
Witness Address: 22 Dundonald Road, NW10 3HR
Witness Occupation: PR Director

Executed as a Deed by
ANTOINE PIETER VAN TIGGELEN

/s/ Antoine Pieter Van Tiggelen

In the presence of:

/s/ Mark Lavery
Witness signature

Witness Name: Mark Lavery
Witness Address: 1 Scholars Road, London, SW12 0PF
Witness Occupation: Head of FBP, Itiviti

Executed as a Deed by
ANIL SHAH

/s/ Anil Shah

In the presence of:

/s/ Mark Lavery
Witness signature

Witness Name: Mark Lavery
Witness Address: 1 Scholars Road, London, SW12 0PF
Witness Occupation: Head of FBP, Itiviti

Schedule 2

Warranties

Except where the context otherwise requires, the Warranties shall apply not only to the Target but also to each of the Target Group Companies as if they had been expressly repeated with respect to each such Target Group Company, naming each one of them in place of the Target throughout.

In this Schedule “material” shall mean material in the context of the relevant Target Group Company.

The Shares and Target Group

1.1

The Shares comprise all issued shares representing the whole of the issued and allotted share capital of the Target, have been properly and validly issued and allotted and each is fully paid.

1.2

The Sellers are the sole and legal beneficial owners of the Shares and are entitled to transfer the legal and beneficial title to the Shares to the Buyer free from all Encumbrances, without the consent of any other person.

1.3

The information set out in Schedule 1 of the Share Purchase Agreement is true, accurate and not misleading.

1.4

Save for the Reserved Shares, the Target directly or indirectly owns, legally and beneficially, free from Encumbrances, all shares representing the whole of the issued share capital of the Target Group Companies and all such shares are fully paid or credited as fully paid. There is no agreement or commitment to give or create any Encumbrance over or affecting any shares in any Target Group Company.

1.5

In relation to the Target, there is no shareholders’ agreement that will not be terminated in full on Closing.

1.6

Save pursuant to the PrefCo Buyback Agreement, no person has the right (whether exercisable now or in the future and whether contingent or not) to call for the allotment, conversion, redemption, issue, transfer or sale of any share or any other security of any kind giving rise to a right over the capital of any Target Group Company (including any option or right of pre-emption or conversion), and neither the Sellers nor any Target Group Company has agreed to confer any such rights and no person has claimed any such rights.

1.7

No Target Group Company has purchased, redeemed, reduced, repaid or forfeited any of its share capital.

1.8

Each Target Group Company validly exists under the laws of the country in which it is incorporated and has all requisite corporate powers and authority to own property and carry on its business as presently conducted.

1.9

No Target Group Company is the legal or beneficial owner of any shares or securities of any other person (other than the Target Group Companies) or has agreed to acquire any such shares or securities, or is in any partnership with any other person.

1.10

No Target Company has had any branch or permanent establishment outside its own country of incorporation.

1.11

The statutory books of each Target Group Company have been properly kept in all material respects, are up to date and contain complete and accurate details of all matters required by applicable laws to be entered in them. As far as each Management Warrantor is aware, no notice or allegation has been received that such registers and books are incorrect or should be rectified.

1.12

All returns, particulars, resolutions and other documents that the Target Group Companies are required by law to file with, or deliver to, any authority have been correctly made up and duly filed or delivered and copies of all shareholder resolutions of each Target Group Company which remain in force and have not been filed at the relevant authority are included in the Data Room.

1.13

No Target Group Company has given any power of attorney or other authority (express, implied or ostensible) which is still in force to any person.

1.14

There are no liabilities which are outstanding on the part of, nor are there any existing or threatened claims by or against, any Target Group Company in relation to any purchase and sale of shares or assets, buyback, merger or takeover, corporate reorganisation, joint venture or any other significant corporate event undertaken by any Target Group Company.

Insolvency

2.1

No Target Group Company is insolvent under the laws of its jurisdiction of incorporation.

2.2

There are no proceedings in relation to any compromise or arrangement with creditors or any winding up, bankruptcy or other insolvency proceedings concerning any Target Group Company and no events have occurred which, under applicable laws, would justify such proceedings.

2.3

No creditor of any Target Group Company has taken, or is entitled to take any steps to enforce, or has enforced any security over any assets of any Target Group Company or is likely to do so in the immediate future.

2.4

No Target Group Company has by reason of actual or anticipated financial difficulties commenced negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness.

2.5

There are no contingent or residual liabilities of any Target Group Company in relation to any dissolved entity of the Target Group.

Accounts

3.1

A copy of the Accounts is contained in the Disclosure Documents.

3.2

The Accounts have been prepared in accordance with the requirements of all relevant laws and regulations at the date to which they relate, and where the accounting practice used to prepare the Accounts differs from those applicable in previous financial periods, the effect of any such difference has been Disclosed.

3.3

The Accounts show a true and fair view (Sw. rättvisande bild) of the:

(a)

assets and liabilities and financial position as at the date for which the applicable Accounts are prepared; and

(b)

profits/losses and income for the financial year for which the applicable Accounts are prepared;

of the applicable Target Group Company.

3.4

The Accounts have been audited by a statutory or certified auditor (as applicable) who has provided an unqualified audit opinion and the Accounts have been duly filed in accordance with all applicable laws (if required).

Locked Box Accounts

4.1

The Locked Box Accounts have been prepared in accordance with accounting policies consistent with those used in preparing the Accounts. Having regard to the purpose for which the Locked Box Accounts were prepared, the Locked Box Accounts are not misleading in any material respect and neither materially overstate the value of the assets nor materially understate the liabilities of the Target Group Companies as at the Locked Box Date.

4.2

The accounting and other records of each Target Group Company are up to date and have been properly and accurately maintained in accordance with all applicable laws and are in the possession of each Target Group Company.

4.3

All the accounting records and systems of each Target Group Company are recorded, stored and maintained by the Target Group or otherwise held by a member of the Target Group.

Business Since the Locked Box Date

5.1

Since the Locked Box Date:

(a)

the business of the Target Group has been carried on as a going concern in the ordinary and usual course consistent with past practice;

(b)

there has been no material adverse change in the financial or trading condition of any Target Group Company;

(c)

no Target Group Company has entered into any material transaction (including the sale of any material fixed assets), or any Material Contract, or assumed or incurred any material liabilities (including contingent liabilities) in excess of €500,000 or made any material payment not provided for in the Locked Box Accounts;

(d)

otherwise than in the ordinary and usual course of carrying on its business, the Target has not incurred any additional borrowings or incurred any other indebtedness which are material;

(e)

no part of the business of the Target Group has been affected by material abnormal factors (including without limitation force majeure events);

(f)

no Target Group Company has declared, made or paid any dividend or other distribution to its shareholders and no Target Group Company has received a distribution from any company in contravention of applicable law;

(g)

no Target Group Company has either (i) allotted or issued or agreed to be allot or issue any share capital or any other security giving rise to a right over its capital or (ii) redeemed or purchased or agreed to redeem or purchase any of its share capital; and

(h)

no resolution of the members of any Target Group Company has been passed, whether in general meeting or otherwise (other than any resolutions relating to the routine business of an annual general meeting).

Financial Obligations

6.1

Financial Facilities

(a)

Complete and accurate details of all financial facilities (including loans, derivatives and hedging arrangements) outstanding or available to the Target Group Companies are provided in the Disclosure Documents and the Target Group is in compliance with all such facilities in accordance with their terms and there are no circumstances whereby continuation of such facilities might be prejudiced or affected as a result of a transaction effected by the Share Purchase Agreement.

(b)

No indebtedness of a Target Group Company is due and payable and no Encumbrance over any of the assets of the Company is now enforceable, whether by virtue of the stated maturity date of the indebtedness having been reached or otherwise.

(c)

No event has occurred or been alleged which would become an event of default or result in a breach of any financial indebtedness or which would entitle any person to call for repayment prior to normal maturity.

(d)

No Target Group Company is a party to, nor has agreed to enter into, any lending, or purported lending agreement or arrangement as lender.

(e)

No overdraft or other financial facilities available to any member of the Target Group are dependent upon the guarantee of or security provided by any other person other than a Target Group Company.

(f)

No member of the Target Group has outstanding obligations in respect of a derivative transaction, including but not limited to, any foreign exchange transaction other than under any derivative transaction that has been Disclosed.

6.2

Guarantees etc.

There is no outstanding guarantee, indemnity, suretyship or security given:

(a)

by any Target Group Company; or

(b)

for the benefit of any Target Group Company.

6.3

Off-Balance Sheet Financing

(a)

No Target Group Company has factored, discounted or securitised any of its receivables, nor has it engaged in any financing of a type which would not be required to be shown or reflected in the Locked Box Accounts.

(b)

All dividends or distributions declared, made or paid by the Target have been declared, made or paid in accordance with all applicable laws and in accordance with any agreements or arrangements between the Target and the payee regulating the payment of such dividends and distributions.

6.4

Grants and Allowances

No Target Group Company has applied for or received any grant, subsidy or allowance from any governmental or other body.

Assets

7.1

The Properties

(a)

The Disclosure Documents contain true and accurate details of the Properties.

(b)

No Target Group Company has any interest in real estate save for the Properties and has not been the tenant or guarantor of any leasehold premises not listed in the Disclosure Documents in respect of which any obligations of or liabilities to a member of the Target Group remain outstanding because the time limitations applicable to such obligations (including any applicable statutory limitations) have not expired yet.

7.2

Leases

Where the interest of the Target Group in any Property is leasehold:

(a)

all material details are included in the Disclosure Documents;

(b)

all rents accrued have been paid and so far as each Management Warrantor is aware, there is no subsisting breach of any covenant, condition or agreement contained in the lease under which the Target Group holds its interest in the Property, on the part of the relevant landlord or the Target Group which would materially adversely affect the business of the Target Group nor has any respective party served notice to terminate any lease regarding the Property on this basis; and

(c)

with respect to each of the leases, such lease is legal, valid, binding, enforceable and in full force and effect.

7.3

Ownership of Non-Property Assets

(a)

All assets included in the Locked Box Accounts or acquired by any of the Target Group Companies or which have otherwise arisen since the Locked Box Date, other than the Properties and Business IPR, any immaterial fixed and any current assets disposed of or realised in the ordinary and usual course of business:

(i)

are legally and beneficially owned by the Target Group Companies and each Target Group Company has the right to use all tangible material assets used in their respective businesses or presently located on their respective premises;

(ii)

are free from Encumbrances;

(iii)

are, where capable of possession, in the possession or under the control of the relevant Target Group Company; and

(iv)

are not the subject of any factoring arrangement, conditional sale or credit agreement.

(b)

The assets owned, leased or otherwise used by the Target Group Companies, together with the services and facilities to which it has a contractual right, comprise all of the assets, services and facilities which are necessary for the carrying on of the business of the Target Group substantially in the manner in which, and to the extent to, it is now carried on.

7.4

Debts

(a)

None of the debts due from or due to any Target Group Company which are included in the Locked Box Accounts or which have subsequently arisen:

(i)

has been outstanding for more than three (3) months from its due date for payment; or

(ii)

has been released on terms that the debtor has paid less than the full value of its debt, and all such debts have realised their full value as included in the Locked Box Accounts or in the books of the relevant Target Group Company after taking into account the provision for bad and doubtful debts made in the Locked Box Accounts.

7.5

Liabilities

(a)

No Target Group Company is liable to pay any amounts to Alpha Omega Financial Systems, Inc ('"Alpha") in connection with NYFIX Inc's investment in Alpha.

(b)

Other than pursuant to the articles of association and the investment agreement dated 13 March 2018 (as amended on 18 July 2018) entered into between Itiviti AB, the holders of the PrefCO Shares and Itiviti PreferenceCO AB, no other amounts are payable to the shareholders of the PrefCo Shares.

Commercial Agreements and Arrangements

8.1

Joint Ventures etc.

(a)

No Target Group Company is, or has agreed to become, a member of any joint venture, consortium, partnership or other unincorporated association.

(b)

Other than as identified in the Disclosure Documents, as far as each Management Warrantor is aware, no Target Group Company is a party to any agency, distributorship, licence or agreement which restricts its freedom to carry on its business in such manner as it may think fit in any part of the world.

(c)

No Target Group Company is a party to any agency or other arrangement the termination of which would entitle the counterparty to receive an indemnity, compensation or termination payment.

8.2

Agreements with Connected Parties

(a)

There are no existing contracts or arrangements between, on the one hand, any Target Group Company and, on the other hand, any Management Warrantor, any person who is or was a shareholder in a Target Group Company, or any person connected with any of them other than on normal commercial terms in the ordinary and usual course of business.

(b)

No Target Group Company is party to any contract, arrangement or understanding with any current or former Employee or current or former director of any Target Group Company, or any person connected with any of such persons, or in which any such person is interested (whether directly or indirectly), other than on normal commercial terms in the ordinary and usual course of business.

(c)

The Target Group does not depend to any material extent upon the use of any assets or rights owned by, or facilities or services provided by, any of the Sellers or any member of the Sellers’ Group.

8.3

Customer and Supplier Contracts

(a)

Complete copies of the Material Customer Contracts and the Material Supplier Contracts have been included in the Disclosure Documents.

(b)

No Target Group Company is a party to or subject to any material contract, transaction, arrangement, understanding or obligation (other than in relation to any Property or contract of employment) which:

(i)

is not materially in the ordinary and usual course of business, or is of an unusual, onerous or abnormal nature; or

(ii)

is not wholly on an arm’s length basis; or

(iii)

materially restricts its ability to operate in any jurisdiction in which it operates as at the date of this Agreement in any manner it sees fit.

(c)

Save for the Material Contracts, no material contract, transaction, arrangement, understanding or obligation (other than in relation to any Property or contract of employment) has or is likely to have a material effect on the financial or trading position or prospects of the Target Group.

(d)

Compliance with the Transaction Documents will not result in the termination or a material breach of any contract of material importance to the business, profits or assets of the Group except those contracts listed in the Disclosure Documents.

(e)

During the 12 months preceding the date of this deed:

(i)

there has been no cessation or material decrease of dealing with any third party to a Material Contract, which in the case of customers resulted in a revenue loss for the Target Group of EUR200,000 or more; and

(ii)

no third party sought to materially change the terms of a Material Contract which have had (or are having) a material adverse effect on the business of the Target Group.

(f)

So far as each Management Warrantor is aware, no third party to a Material Contract will terminate, cease to deal or materially decrease its dealing, which in the case of customers is reasonably likely to result in a revenue loss for the Target Group of EUR200,000 or more, or materially change its terms with the relevant Target Group Company that is a party to that Material Contract.

(g)

No written notice (that is still valid) of a material breach of any Material Customer Contract or Material Supplier Contract has been received by any party under such agreements and, so far as each Management Warrantor is aware, no material breach or dispute has occurred.

(h)

The Target Group has not licensed or sold any products or software or supplied any services which do not comply with applicable laws or regulations.

(i)

There are no ongoing or, so far as each Management Warrantor is aware, threatened disputes between a Target Group Company and any of their respective customers, clients or any other third parties in connection with any products, software or services sold, licensed or supplied by a Target Group Company.

8.4

Business Names

Details of all names used by the Target Group for business purposes are set out in the Disclosure Materials.

8.5

Disaster Recovery and Business Continuity

Each Target Group Company has taken all steps necessary to ensure that its business can continue to be carried on notwithstanding the occurrence of any natural disaster, fire, flood, extreme or adverse weather conditions, outbreak of disease (whether or not declared as a pandemic or epidemic), supply chain disruption or failure, power failure or otherwise, including a fully documented and up to date comprehensive disaster recovery and business continuity plan.

Employees and Employee benefits

9.1

Employees and Terms of Employment

(a)

The Disclosure Documents contain the contracts of employment (including remuneration and other benefits) of each Senior Employee.

(b)

The Disclosure Documents contain in relation to each Target Group Company a list of all of the Employees employed by such Target Group Company, in each case identifying the country in which they are employed, the start date of employment, their remuneration, their notice periods and the standard terms on which they are employed.

(c)

The Disclosure Documents contain in relation to each Target Group Company a list of every consultants and any other person (other than the Employees) providing services to the Target Group, in each case identifying the country in which they provide such services, the date on which they commenced the provision of such services, and the terms on which each such person provides their services.

(d)

Other than as set out in the Disclosure Documents, there are no terms and conditions in any contract with any Employee, or any other person engaged by any Target Group Company, and no commitment has been made (whether or not legally binding) to any Employee, or any other person engaged by any Target Group Company, pursuant to which such person will be entitled to receive any payment or benefit or such person’s rights will change, or an entitlement of such Employee or other person to terminate his employment or engagement will be triggered, as a direct consequence of the completion of the Transaction.

(e)

All of the employees of the Target Group in the USA have been correctly classified as exempt for the purposes of the Fair Labor Standards Act and state and local wage and hour laws.

9.2

Termination of Employment or Engagement

(a)

No Senior Employee nor any other person holding a senior management role in any the Target Group Company has given or received notice to terminate his or her employment or engagement.

(b)

There are no proposals to terminate the employment or engagement of any Senior Employee or any other person holding a senior management role in any Target Group Company.

(c)

No Target Group Company has agreed to make any payment or agreed to provide any benefit to any Employee or former Employee or any other person currently or previously engaged by any Target Group Company or any of his or her dependants in connection with the proposed termination or suspension of employment or engagement or variation of any contract of employment or engagement, other than that to which they are entitled at law or under their contract of employment or engagement.

9.3

Works Councils and Employee Representative Bodies

The Disclosure Documents contain:

(a)

details of all works councils and other employee representative bodies which, by law or any collective bargaining agreement or any other agreements or arrangements, have the right to be informed and consulted on matters which affect the Employees; and

(b)

all union recognition agreements, collective agreements and works council and European Works Council agreements (other than national collective bargaining agreements or industry wide collective agreements) between, on behalf of or binding upon a Target Group Company and trade unions or representative bodies relevant to the Employees.

9.4

Industrial Disputes

No Target Group Company is involved in any strike or industrial or trade dispute or any dispute or negotiation with any trade union or other body representing the Employees or former Employees nor, so far as each Management Warrantor is aware, are any strikes, disputes or negotiations pending or threatened and, so far as each Management Warrantor is aware, there are no facts, matters or circumstances which could give rise to any strikes, disputes or negotiations.

9.5

Bonus, other Profit-related Schemes and Loans

(a)

The Disclosure Documents contain the rules and other documentation relating to all existing share incentive, share option, profit sharing, bonus or other incentive arrangements for or affecting any Employees or former Employees or any other person currently engaged by any Target Group Company.

(b)

All existing benefit schemes operated by the Target Group have been operated materially in accordance with their governing rules or terms and all applicable laws and all documents which are required to be filed with any regulatory authority have been so filed.

9.6

Disputes and Compliance with Employment Law

(a)

There are no legal proceedings between a Target Group Company and any director, officer, Employee, consultant or worker (including any agency worker) or any former director, officer, employee, consultant, worker or agency worker of a Target Group Company, nor, so far as each Management Warrantor is aware, are any such proceedings pending or threatened and, so far as each Management Warrantor is aware, there are no facts, matters or circumstances which could give rise to such proceedings.

(b)

No legal proceedings have been brought by any director, officer, Employee, consultant or worker (including any agency worker) or any former director, officer, employee, consultant, worker or agency worker of any Target Group Company in the last 24 months in relation to their employment or engagement with such Target Group Company.

(c)

So far as each Management Warrantor is aware, each Target Group Company has in relation to each Employee, director, officer, consultant, worker or agency worker of the respective Target Group Company complied in all material respects with all statutes, regulations, codes of conduct, collective agreements, terms and conditions of employment or engagement, common law, orders and awards relevant to their conditions of service or to the relations between it and any recognised trade union.

(d)

So far as each Management Warrantor is aware, all Employees and any another person engaged by a Target Group Company has a valid, legal and subsisting immigration permission or authority to work for or provide services to such Target Group Company in the role and country for which they are employed or engaged by such Target Group Company.

(e)

No requests from data subjects under the Data Protection Laws for access to data held by the Target are outstanding and so far as each Management Warrantor is aware none are anticipated.

(f)

All arrangements for the supply of labour (including but not limited to consultants, leased personnel or agency workers) by third party providers (including but not limited to recruitment businesses, personal services companies and/or leasing companies) are permitted and lawful under the law of the country in which such labour is supplied, and the Target Group is not required to pay any wages, remuneration, employment taxes, social security or other similar contributions, and/or to provide any benefits in respect of such labour.

9.7

Pension Schemes

(a)

Other than the Pension Schemes Disclosed, there are no agreements, arrangements, obligations or commitments (whether funded or unfunded) under which any Target Group Company is or could be required to make payment of a contribution towards, or other provision for, pension benefits for the benefit of an Employee, a former Employee, or an Employee’s dependants or a former Employee's dependants and no undertaking or assurance (whether written or oral) has been given by any Target Group Company to any person as to the continuance or introduction of any plan or arrangement, or increase, augmentation or improvement of any pension benefits (including those provided under the Pension Schemes).

(b)

The Pension Schemes comply with, and have been managed in accordance with their governing documentation and all applicable laws, regulations and requirements. So far as each Management Warrantor is aware, each Target Group Company has complied with all of its obligations and duties in respect of the Pension Schemes and each Target Group Company has paid all contributions and payments due and payable to the Pension Schemes.

(c)

There are no disputes concerning the Pension Schemes in respect of any present or former Employee or director of any Target Group Company and no civil or criminal penalty, fine or other sanction has been imposed on or against the trustees of the Pension Schemes or any Target Group Company and, so far as each Management Warrantor is aware, there are no circumstances that are reasonably likely to give rise to any such dispute.

(d)

So far as each Management Warrantor is aware, all contracts of insurance relating to the Pension Schemes are valid and enforceable. So far as each Management Warrantor is aware, all premiums due in respect of such policies have been paid. So far as each Management Warrantor is aware, all insured lump sum and pension benefits (other than refunds of contributions) payable in the event of the death of a member in service are fully insured and no special terms including as to premiums in relation to that insurance have been imposed.

(e)

Apart from earnings related lump sum death benefits the Pension Schemes provide only money purchase benefits (as defined in the Pension Schemes Act 1993 or similar analogous legislation) and no Target Group Company and so far as each Management Warrantor is aware, no trustees of the Pension Schemes have given any promise or assurance (oral or written) to any beneficiary that his benefits under the Pension Schemes will be calculated wholly or partly by reference to any person's remuneration or will constitute (approximately or exactly) any particular amount and, the benefits which are prospectively and contingently payable under the Pension Schemes can (except to the extent that they will be paid from the proceeds of insurance policies) be provided by the funds available for the members of the Pension Schemes.

(f)

No Target Group Company has ever participated in a pension scheme that provides final salary benefits and no Target Group Company is, or has since 27 April 2004 been, an associate of or connected with (within the meaning of sections 435 and 249 respectively of the Insolvency Act 1986) any person who is an employer in relation to any occupational pension scheme which is not a money purchase scheme.

(g)

If any Employee's employment transferred to a Target Group Company as a consequence of the transfer of an undertaking within the meaning of the Transfer of Undertakings (Protection of Employment) Regulations 2006 ("TUPE"), no liability to provide a benefit under any occupational pension scheme transferred to a Target Group Company notwithstanding the exclusion in Regulation 10 of TUPE.

10.

Intellectual Property Rights

10.1

The Disclosure Documents include complete, accurate and current details of:

(a)

all Owned Business IPR which are registered (including applications for registration);

(b)

all Owned Business IPR which are unregistered;

(c)

all Licensed Business IPR and licences, agreements and permissions relating to the Licensed Business IPR; and

(d)

all Licensed Out IPR and all licences, agreements and permissions relating thereto.

10.2

All:

(a)

Business IPR is either legally and beneficially owned solely by a Target Group Company or lawfully used with the consent of the owner under a written licence (details of which are set out in Disclosure Documents);

(b)

Owned Business IPR is not subject to any Encumbrance or any licence or authority in favour of another;

(c)

Material Owned Business IPR are valid, subsisting and enforceable and nothing has been done, or not been done, as a result of which any of them has ceased or might cease to be valid, subsisting or enforceable and all renewal fees which are due and steps which are required for the maintenance and protection of all Material Owned Business IPR that is registered have been paid and taken;

(d)

Material Owned Business IPR that is capable of registration and that a prudent businessman would have registered has been registered by a Target Group Company;

(e)

licences relating to the Licensed Business IPR and Licensed Out IPR are in full force and effect, valid and binding, have been validly recorded or registered (where required), have been complied with in all material respects and no notice or intention to terminate those licences has been given, and no claims have been made and no applications are pending which if pursued or granted might be material to the accuracy of any of the above part of this warranty.

10.3

The Target Group does not require any Intellectual Property Rights in order to carry on its business as conducted in the 12 months prior to the date of this deed other than those rights which it is currently able to exercise, without restriction, in relation to the Intellectual Property Rights which it owns and which it is currently licensed under the licences of Licensed Business IPR detailed in the Disclosure Documents.

10.4

The Target Group is entitled to use all Licensed Business IPR under licence for all purposes necessary to carry on its business.

10.5

Other than pursuant to the licences of Licensed Out IPR, no Target Group Company has granted and is not obliged to grant any licence, sub-licence, Encumbrance or assignment in respect of any of the Owned Business IPR or the Licensed Business IPR.

10.6

All confidential information (including know-how and trade secrets) owned or used by the Target Group has been kept confidential and has not been disclosed to third parties (other than parties who have signed written confidentiality undertakings in respect of such information, details of which are set out in the Disclosure Letter).

10.7

No Target Group Company has in the past three (3) years received written notice or otherwise become aware (and no person has otherwise threatened or otherwise asserted any claim) of any person:

(a)

asserting that the use of any Business IPR by, or the activities of, a member of the Target Group infringed, misappropriated or otherwise violated the Intellectual Property Rights or other rights of any third party, or

(b)

challenging the ownership, use, validity, enforceability or registrability of any Owned Business IPR, or

(c)

making any unauthorised use of or infringing any Business IPR, or breaching confidence, passing off or doing any actionable act of unfair competition in relation to the business or assets of any Target Group Company.

10.8

So far as each Management Warrantor is aware, none of the activities of, or processes employed, or products, software or services dealt in, by the Target Group infringe the rights of any third party or breach confidence, nor make a Target Group Company liable to pay a fee or royalty.

10.9

All Business IPR will be available for use by the Target Group immediately following Closing (and thereafter) on substantially the same basis and at no greater cost as they were made available immediately prior to Closing.

11.

Software

11.1

Set out in the Disclosure Documents are complete, accurate and current details of all:

(a)

material third party software used or commercialised by a Target Group Company;

(b)

material Open Source Software (whether by its nature, usage, licence terms or effect) used or commercialised by a Target Group Company which identifies the licence name and version governing their use or a copy of the licence terms (if not publicly available) and the specific program in which each is used (“Disclosed OSS”). No Software contains, or is derived (in whole or in part) in any manner from, or is compiled with or linked to, any Open Source Software except for the Disclosed OSS.

11.2

Except for the Disclosed OSS and the third party software detailed in the Disclosure Letter, all elements of the Software are:

(a)

owned exclusively by a Target Group Company; and

(b)

original works of authorship of individuals or employees engaged by or on behalf of a Target Group Company and have not been copied from any other works.

11.3

In the past three years, no Target Group Company has breached, or is in breach of, a licence of or terms applicable to any Open Source Software used or commercialised by a Target Group Company (“Relevant OSS”). Use of the Relevant OSS: (a) has not affected, and will not, affect the use or commercialisation of any Software and (b) has not required, and will not require, any person to disclose, license, distribute or otherwise make available, or otherwise subject to the terms of a third party licence, any other part of any Software.

11.4

A Target Group Company has in its exclusive possession and control all Source Code relating to Software and there has been no disclosure of such Source Code.

11.5

All work undertaken in the course of a Target Group Company's business in respect of the Software was undertaken by an individual in the ordinary course of their duties as an employee of a Target Group Company, or by a third party or consultant bound by a written agreement resulting in ownership of that work vesting in a Target Group Company.

12.

Information Technology and Data Protection

12.1

The Disclosure Documents lists complete and current details of material IT Systems.

12.2

All material IT Systems are either (i) legally and beneficially owned by the Target Group free from any Encumbrance or (ii) supplied by third party suppliers on arm's length commercial terms under IT Contracts details of which are set out in the Disclosure Letter. No other IT Systems are necessary to operate the business as carried on by the Target Group in substantially the manner that it was carried out in the 12 months before Closing.

12.3

The material IT Contracts are in full force and effect, valid and binding and the relevant Target Group Company has complied with them in all material respects. No notices of breach or termination have been served on or by any member of the Target Group in respect of any of the material IT Contracts and there are and have been no claims, disputes or proceedings arising or threatened under any material IT Contracts, and, so far as each Management Warrantor is aware, no circumstances exist which may bring about any such claim, dispute or proceeding.

12.4

The Target Group is entitled as owner, lessee or licensee to use each part of the IT Systems for all purposes necessary to carry on its business in the manner in which it is carried on at the date of this deed and has put in place all necessary arrangements and has obtained all necessary rights from third parties to enable it to fulfil its foreseeable future requirements.

12.5

The business of the Target Group is not dependent on any information technology (including data storage and processing) facilities which are not under the exclusive ownership, operation or control of the Target Group.

12.6

So far as each Management Warrantor is aware, the material IT Systems have not been materially defective or materially failed to function during the 24 months immediately preceding Closing, nor have there been any logical or physical intrusions to the material IT Systems or losses of data which have had (or are having) a material adverse effect on the business of the Target Group.

12.7

Reasonable steps have been taken to ensure the IT Systems contain no software virus or malware or software vulnerability, and all elements of the IT Systems: (a) are functioning adequately and materially in accordance with all applicable specifications; (b) have been and are being properly and regularly maintained and supported in accordance with good industry practice and (c) have sufficient capacity, scalability and performance to meet the current and foreseeable requirements of the business.

12.8

Each Target Group Company has in place appropriate data security breach, incident monitoring and business continuity and disaster recovery plans relating to the use of the IT Systems, each of which is in accordance with good industry practice and all applicable regulatory requirements.

12.9

All the domain names used in or in connection with the Business as presently carried on are listed in the Disclosure Letter (the "Domain Names"). A Target Group Company is the sole registrant of each of the Domain Names and has exclusive control of all access and other codes relating thereto.

12.10

The Target Group Companies have at all times complied in all material respects with all applicable obligations under Data Protection Laws.

12.11

So far as each Management Warrantor is aware, each Target Group Company has:

(a)

introduced and applied appropriate data protection policies and procedures concerning the collection, use, storage, retention and security of Personal Information and data breach response and reporting (details of which are included in the Disclosure Documents), and implemented regular staff training, use testing, audits or other documented mechanisms to ensure and monitor compliance with such policies and procedures, in each case which are sufficient to comply in all material respects with Data Protection Laws;

(b)

maintained complete, accurate and up-to-date records of all their Personal Information processing activities as required by the Data Protection Laws, copies of which are included in the Disclosure Documents;

(c)

provided appropriate privacy notices to individuals which comply in all material respects with all applicable requirements of the Data Protection Laws;

(d)

where required under Data Protection Laws, written terms in place with each third party (including where relevant, any other Target Group Company) with whom it shares Personal Information, in each case, the content of which complies in all material respects with Data Protection Laws and has complied in all material respects with its data protection obligations contained in agreements;

(e)

implemented appropriate technical and organisational measures to protect against the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to all Personal Information (“Data Breach”), processed by the Target Group Company and its Processors, and to ensure a level of security appropriate to the risk represented by the processing and the nature of the Personal Information to be protected;

(f)

not transferred any Personal Information to, nor allowed access to it from any country other than its country of origin, unless such transfer or access complies in all material respects with Data Protection Laws;

(g)

complied in all material respects with Data Protection Laws in respect of its use of cookies and similar technologies and in respect of all marketing activities; and

(h)

duly complied with all applicable notification and registration obligations and paid the appropriate level of fees or charges in respect of its processing activities, in each case as required by the Data Protection Laws.

12.12

No Target Group Company nor, as far as each Management Warrantor is aware, any of its Processors has, in the period of 3 years preceding the date of this deed, suffered any Data Breach and each Target Group Company and, as far as each Management Warrantor is aware, each of its Processors has passed all regulatory audits to which they have been subject and as far as the Management Warrantors are aware, there is no fact or circumstance that may lead to any Data Breach.

12.13

No Target Group Company has in the period of 3 years preceding the date of this deed received any claim, complaint, notice, request, correspondence or other communication from any Supervisory Authority or any individual, or been subject to any enforcement action (including any fines or other sanctions), in each case relating to a breach or alleged breach of its obligations under the Data Protection Laws and, so far as the Management Warrantors are aware, there is no fact or circumstance that may lead to any such notice, request, correspondence, communication, claim, complaint or enforcement action.

13.

Compliance with Laws

13.1

So far as each Management Warrantor is aware, the Target Group has conducted and is conducting its business in all material respects in accordance with all applicable laws and regulations applying in any jurisdiction in which the Target Group operates.

13.2

So far as each Management Warrantor is aware, all necessary licences, registrations, consents, permits and authorisations (public and private) have been obtained by each Target Group Company to enable it to carry on its business in the places and manner in which such business is now carried out and all such licenses, registrations, consents, permits and authorisations are valid and subsisting. No Target Group Company is in breach of the terms of any such licence, registration, consent, permit and authorisation.

13.3

So far as each Management Warrantor is aware, no investigation or inquiry is being, or in the past three years has been, conducted by and the Management Warrantors have not received any request for information from any governmental or other authority, department, board, body or agency in respect of any Target Group Company's affairs and, so far as each Management Warrantor is aware, there are no circumstances which would give rise to such investigation, inquiry or request.

14.

Anti corruption and Sanctions

In this warranty "Anti-Corruption Laws" means all applicable laws, statutes and regulations relating to anti-bribery and anti-corruption including (but not limited to) the Bribery Act 2010, the Foreign Corrupt Practices Act of 1977 (as amended by the Foreign Corrupt Practices Act Amendments of 1988 and 1998, and as may be further amended or supplemented from time to time) (the “FCPA”), the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, signed on 17 December 1997.

Where any statute is referred to in this clause, it shall also include any analogous legislation in any relevant jurisdiction.

14.1

Neither the Target Group nor, so far as each Management Warrantor is aware, any of its Associated Persons is or has:

(a)

engaged in any activity, practice or conduct which would constitute an offence under Anti-Corruption Laws;

(b)

been convicted of any offence involving bribery, corruption, fraud or dishonesty or been the subject of any agreement with any prosecutor or regulator (including any deferred prosecution agreement or similar arrangement) relating to any such alleged offence;

(c)

offered, promised, given, requested, agreed to receive, received or accepted a bribe or financial or other advantage or committed any corrupt act; or

(d)

been or is currently, the subject of any investigation, administrative or regulatory body regarding any offence or alleged offence under Anti-Corruption Laws.

(e)

The Target Group has complied with its anti-bribery and anti-corruption policies and complete copies of which have been Disclosed in the Disclosure Documents.

14.2

The Target Group has not, and so far as the Management Warrantors are aware, no associated person (as that term is defined in section 44 of the Criminal Finances Act 2017 or any analogous legislation) has:

(a)

been convicted in any jurisdiction of any offence of cheating the public revenue, fraudulently evading any tax or facilitating the fraudulent evasion of any tax or been the subject of any agreement (including without limitation any deferred prosecution agreement or similar arrangement) with any regulator or prosecuting authority concerning any such offence or alleged offence;

(b)

done or omitted to do any act or thing which caused or may cause any person to be guilty of an offence under section 45 or 46 of the Criminal Finances Act 2017 (or would have done so if the Criminal Finances Act 2017 had been in force at the relevant time and/or if the relevant person had been unable to prove that it had in place prevention procedures as referred to in section 45(2) or section 46(4) of the Criminal Finances Act 2017);

(c)

been, and is not, the subject of any investigation, enquiry or enforcement proceedings by any governmental, administrative or regulatory body regarding any offence or alleged offence of cheating the public revenue, fraudulently evading any tax or facilitating the evasion of any tax in each case in any jurisdiction;

(d)

the Target Group has in place reasonable prevention procedures as referred to in sections 45(2) and 46(4) of the Criminal Finances Act 2017 in line with guidance published under section 47 of the Criminal Finances Act 2017; or

(e)

the Target Group has complied with its anti-fraud policies complete copies of which (including all training records and minutes of relevant meetings) are Disclosed in the Disclosure Documents.

14.3

Neither the Target Group nor any of its Associated Persons has engaged in any activity, practice or conduct which would constitute a breach of applicable laws, regulations and guidance relating to Sanctions.

14.4

No Target Group Company or Associated Persons is or has been the subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative or regulatory body or any customer regarding any offence or alleged offence under Anti-Corruption Laws or Sanctions, and no Target Group Company has received any written notification that any such investigation, inquiry or proceedings are or have been threatened or are pending and there are no circumstances likely to give rise to any such investigation, inquiry or proceedings.

14.5

Each Target Group Company maintains and regularly keeps under review on an ongoing basis adequate written procedures and internal accounting controls which are designed to ensure compliance by the relevant Target Group Company and its respective directors, officers and employees with all Anti-Corruption Laws and Sanctions.

15.

Litigation

15.1

No Target Group Company is involved whether as claimant or defendant or other party in any claim, legal action, proceeding, suit, litigation, prosecution, investigation, enquiry, mediation or arbitration (other than as claimant in the collection of debts arising in the ordinary and usual course of its business).

15.2

No claim, legal action, proceeding, suit, litigation, prosecution, investigation, enquiry, mediation or arbitration is pending or threatened in writing by or against any Target Group Company or any person for whose acts it may be liable, and, so far as the Management Warrantors are aware, there are no facts, matters or circumstances in respect of the Target Group in existence which would or are likely to give rise to any such dispute or proceedings.

15.3

No Target Group Company is affected by any existing or pending judgments or rulings, orders or decrees of any court or governmental authority or any expert determination or arbitral award, and has not been a party to any undertaking or assurance given to any court or governmental or other authority department, board, body or agency which is still in force.

16.

Insurance

16.1

Complete details of all current insurance policies required by law or material for the operation of the business of the Target Group and maintained by the members of the Target Group are contained in the Disclosure Documents (the “Insurance Policies” and each an “Insurance Policy”) and are valid.

16.2

All premiums due and payable up to the date of this deed in respect of such Insurance Policies have been paid other than as Disclosed in the Data Room.

16.3

Except as Disclosed, no claims have been made or notified under any Target Group insurance policy in the past twelve (12) months, and no claim is outstanding except those Disclosed.

16.4

All premiums and any related insurance premium taxes have been duly paid to date and each Target Group Company has complied in all material respects with its obligations under each Insurance Policy.

16.5

The Insurance Policies are in full force and effect, none are void or voidable and no claims are outstanding. So far as the Management Warrantors are aware, nothing has been done or omitted to be done which has made or could make any of the policies void or voidable.

16.6

The Target Group is adequately insured against accident, damage, injury, third party loss and other risks normally insured against by persons continuing the same type of business as the Target Group.

17.

Taxation

17.1

In the last 4 (four) years, all returns to be submitted, all information required to be supplied and all notices required to be made by each Target Group Company in each case for the purposes of Taxation have been submitted supplied, or made punctually and on a proper basis.

17.2

Within the last 4 (four) years, each Target Group Company has paid all material amounts of Tax which it has become liable to pay.

17.3

No Target Group Company is involved in any material dispute in relation to Taxation. No Target Group Company has, within the last 4 (four) years, been subject to any non-routine visit, audit, investigation, enquiry, discovery or access order by any Tax Authority.

17.4

Within the last 6 (six) years, each Target Group Company has prepared, kept and preserved sufficient records as required by law and such records are materially accurate and up-to-date.

17.5

No Target Group Company has within 4 (four) years from the date of the Share Purchase Agreement paid or become liable to pay, nor, so far as each Management Warrantor is aware, are there any circumstances by virtue of which any Target Group Company is likely to become liable to pay, any penalty, fine, surcharge or interest in connection with any Tax.

17.6

Each Target Group Company is resident for Tax purposes in its respective jurisdiction of incorporation and is duly registered for all Taxes the registration for which is required by law, and is not and has never been resident or treated as resident (or has had a permanent establishment) in any other jurisdiction.

17.7

All documents in the possession or under the control of each Target Group Company to which the relevant Target Group Company is a party and which attract stamp duty have been duly stamped and all amounts payable thereon have been duly paid.

17.8

No Target Group Company has received any written notice from a Tax Authority asserting that any Target Group Company has been involved in any scheme, arrangement, transaction or series of transactions in which the main purpose or one of the main purposes was the evasion or avoidance of Tax.

17.9

No Target Group Company has taken advantage of the ability, announced because of the COVID-19 Pandemic, to agree a time to pay arrangement with a Tax Authority.

Schedule 3

Limitations on Liability

Monetary Limits

1.1

Notwithstanding anything to the contrary set out in this deed or any other Transaction Document, the aggregate liability of each Management Warrantor in respect of any and all Claims shall be limited to, and shall in no event exceed, EUR 1.

1.2

The parties agree that the Buyer’s sole and exclusive remedy and right of recovery (if any) in excess of the limit on liability specified in paragraph 1.1 in respect of any and all Claims shall be under the W&I Policy, whether or not such policy of insurance is actually effected by the Buyer or remains in existence and that, for the avoidance of doubt, the Management Warrantors shall not have any liability or obligation in relation to any Claim whatsoever for any amounts in excess of the limit of liability set out in paragraph 1.1. Any failure by the Buyer to effect the W&I Policy or to maintain it, or any variation or termination of that policy at any time, shall not operate to increase the liability of the Management Warrantors. The Buyer shall procure that the W&I Policy includes an express and irrevocable waiver of any rights of subrogation (other than in respect of fraud by a Management Warrantor) which the underwriter may otherwise have against the Management Warrantors.

Notice of Claims

2.1

A Management Warrantor shall not be liable in respect of any Claim unless written notice of such Claim is given in accordance with Clause 8.2 by the Buyer to that Management Warrantor on or before the date falling twelve (12) months after (and excluding) the date of Closing specifying, in such detail as is reasonably available to the Buyer at the time, the legal and factual basis of the Claim, the evidence on which the Buyer relies and, if reasonably practicable, the amount likely to be claimed.

2.2

If notice of any Claim is served by the Buyer under paragraph 2.1, the relevant Management Warrantor shall not be liable in respect of such Claim (if such Claim has not been satisfied or settled) unless legal proceedings in respect of such Claim are both issued and served within six (6) months after (and excluding) the date on which notice is served. The six (6) month time limit referred to in this paragraph shall not start to run in relation to any contingent Claim (as referred to in paragraph 4) until such Claim has become an actual liability or capable of being quantified.

Buyer Actions; Events after the date of this Deed

3.1

Nothing in this deed shall or shall be deemed to relieve the Buyer of any common law or other duty to mitigate any loss or damage incurred by it, provided always that this shall not apply to any claim under the Tax Covenant.

3.2

No Management Warrantor shall be liable in respect of any Claim (other than a claim under the Tax Covenant in which case the provisions of Schedule 4 shall apply) to the extent it arises or is increased as a result of:

(a)

any breach by the Buyer of its obligations under, or any matter or thing that falls to be done in implementing the terms of, this deed or any other Transaction Document or any matter or thing done or omitted to be done at the written request of, or with the written approval of, the Buyer prior to Closing;

(b)

any voluntary act, omission or transaction of the Buyer or its successors in title, after Closing other than:

(i)

pursuant to a legally binding obligation entered into by any member of the Target Group before Closing; or

(ii)

in order to comply with any law; or

(iii)

at the written request of or with the written consent of the Management Warrantors;

(c)

the passing of, or any change in (including the interpretation thereof), any Law or administrative practice of any Governmental Authority after Closing, including (without prejudice to the generality of the foregoing) any increase in the rates of Taxation or any imposition of Taxation or any withdrawal of relief from Taxation not actually (or prospectively) in effect at Closing or any Law or administrative practice or change thereto that has retrospective effect;

(d)

any change in accounting or Taxation policy, bases or practice of any member of the Buyer’s Group introduced or having effect after Closing; or

(e)

any VAT reassessment, where the amount of the assessment can be effectively recovered without material cost to any member of the Buyer's Group.

Contingent Liabilities

No Management Warrantor shall be liable in respect of any Claim which, at the time such Claim is notified to the relevant Management Warrantor, is based on a liability which is contingent unless and until such contingent liability becomes an actual liability or is capable of being quantified.

Provisions

Except to the extent otherwise expressly provided in this deed, a Management Warrantor shall not be liable under this deed in respect of any Claim (other than a claim under the Tax Covenant in which case the provisions of Schedule 4 shall apply) if and to the extent that the fact, matter, event or circumstance giving rise to such Claim or on which it is based is expressly allowed, provided or reserved for in the Accounts or the Locked Box Accounts, provided that if such allowance, provision or reserve is insufficient to cover the Claim in full, the relevant Management Warrantor shall be liable for the shortfall.

No double recovery

The Buyer shall not be entitled to recover from the Management Warrantors more than once for the same damage suffered.

Information Memorandum

The Buyer acknowledges that the presentation dated November 2020 and prepared by Itiviti AB relating to the Business was provided to it on the basis that no Management Warrantor nor any of their advisers make any representation or warranty as to the accuracy or completeness of such information or accept any duty of care to the Buyer in respect of the provision of such information.

Conduct of Third Party Claims

8.1

If any fact, matter, event or circumstance that may give rise to a Claim (other than a claim under the Tax Covenant in which case the provisions of Schedule 4 shall apply) arises following the Closing Date as a result of or in connection with a claim by a third party (a “Third Party Claim”) then:

(a)

the Buyer shall ensure that no admissions in relation to the Third Party Claim shall be made by or on behalf of any member of the Buyer’s Group and the Third Party Claim shall not be compromised, disposed of or settled without the prior written consent of the relevant Management Warrantor (not to be unreasonably withheld or delayed);

(b)

subject to the terms of the W&I Policy, the Buyer shall take such action as the relevant Management Warrantor shall reasonably request to avoid, dispute, deny, defend, resist, appeal, compromise or contest the Third Party Claim (including making counterclaims or other claims against third parties); and

(c)

the Buyer shall procure that each relevant member of the Buyer’s Group shall give, on reasonable notice from the relevant Management Warrantor and subject to it being paid its reasonably incurred costs and expenses, reasonable access (during business hours) to any relevant premises and personnel, and the right to examine and copy or photograph any assets, accounts, documents and records, to the extent the same are not privileged, as the relevant Management Warrantor may reasonably request for the purposes of investigating the merits of the Third Party Claim; provided that the relevant Management Warrantor shall exercise its rights hereunder to mitigate, as far as reasonably practicable, any disruption to the business of the relevant member(s) of the Buyer’s Group,

provided that, nothing in this paragraph 8 shall require the Buyer, any member of the Buyer's Group or any Target Group Company to take or refrain from taking any action which it reasonable considers would materially and adversely affect the goodwill or bona fide commercial interests of the Buyer, any member of the Buyer's Group or any Target Group Company.

8.2

The Buyer shall as soon as reasonably practicable:

(a)

inform the relevant Management Warrantor in writing upon its becoming aware of a Third Party Claim;

(b)

thereafter keep the relevant Management Warrantors informed of all material developments in relation thereto; and

(c)

provide all such material information and documentation (no matter how it is recorded or stored) as the relevant Management Warrantors shall reasonably request in connection therewith.

Fraud

None of the limitations contained in this Schedule 3 shall apply to any Claim against a Management Warrantor that arises or is increased, or is delayed, as a result of fraud on the part of that Management Warrantor.

Schedule 4
Tax Covenant

DEFINITIONS AND INTERPRETATION

1.1

In this Schedule 4 unless the context otherwise requires, the following terms shall have the following meanings:

Accounts Relief	any Relief which is shown as an asset in the Locked Box Accounts or is taken into account in computing (and so reducing or eliminating) any provision for deferred Tax which appears, or which but for the presumed availability of the Relief would have appeared, in the Locked Box Accounts;

Actual Tax Liability	a liability or an increase in a liability to make an actual payment of Tax;

Buyer’s Relief	means (a) any Accounts Relief; (b) any Post-Locked Box Date Relief; or (c) any Relief, whenever arising, of the Buyer or any member of the Buyer’s Group other than a Target Group Company;

Claim	any notice, demand, assessment, letter or other document issued, or action taken, by or on behalf of a Tax Authority, or any form of return, computation or self-assessment required by law from which it appears that a Target Group Company is subject or is sought to be made subject to, or will become subject to a Tax Liability (including but not limited to the imposition or withholding of or on account of any Tax);

Effective Tax Liability	means (a) the non-availability in whole or in part of any Accounts Relief, in which case the value of the Effective Tax Liability shall in the case of the non-availability of a right to repayment of Tax shall be the amount of the repayment which is not available and in any other case shall be the amount of Tax which would have been saved but for the non-availability of the Accounts Relief; or (b) the utilisation or set-off in whole or in part of any Buyer's Relief against any Tax or against income, profits or gains in circumstances where but for that utilisation or set-off an Actual Tax Liability would have arisen for which the Buyer would have been able to make a claim under paragraph 2, in which case the value of the Effective Tax Liability shall be the amount of Tax saved by that utilisation or set-off;

Event	any event, occurrence, transaction, circumstance, act or omission whatsoever including being, or ceasing to be, a member of a group or under the control of any person for the purposes of any Tax, being or ceasing to be resident in any jurisdiction for the purposes of any Tax, the execution of the Share Purchase Agreement and Closing or the death of any person;

Post-Locked Box Date Relief	any Relief which arises in consequence of or by reference to an Event occurring after the Locked Box Date and not in consequence of or by reference to any Event occurring or deemed for Tax purposes to occur on or before the Locked Box Date;

Relief	includes any relief, loss, allowance, exemption, set-off, credit, deduction or other relief from any Tax or relevant to the computation of any Tax or any right to repayment of Tax;

Tax Liability	an Actual Tax Liability or an Effective Tax Liability;

Tax Warranties	those warranties contained in paragraph 16 of Schedule 2; and

unavailability	in relation to an amount of a Relief, the reduction, loss, modification, claw-back, counteraction, non-existence disallowance or cancellation of or failure to obtain all or part of that Relief and “unavailable” shall be construed accordingly.

1.2

The covenants contained in paragraph 2 shall be construed as separate and independent and none of them shall be affected or restricted by any other except to the extent that any payment made by Management Warrantors and received by the Buyer in respect of one covenant shall discharge the same liability under the other covenants which shall arise out of the same subject matter.

1.3

In this Schedule the expression "to the extent that" shall be read as meaning "if, but only to the extent that" (unless the context otherwise requires).

COVENANTS

2.1

Subject to the provisions of paragraph 3 of this Schedule 4, the Management Warrantors severally covenant with the Buyer to pay to the Buyer an amount equal to:

(a)

any Actual Tax Liability of a Target Group Company in respect of or by reference to any income, profits or gains earned, accrued or received (or deemed for Tax purposes to have been earned, accrued or received) on or before the Closing Date;

(b)

any Actual Tax Liability of a Target Group Company in respect of, by reference to, or in consequence of, any Event which occurred (or is deemed for Tax purposes to have occurred) on or before the Closing Date;

(c)

any Actual Tax Liability of a Target Group Company arising as a result of the failure of any of the Sellers, or any company (other than a Target Group Company), partnership or individual which prior to Completion was treated for relevant Tax purposes as being either a member of the same group of companies as a Target Group Company or a Seller or otherwise associated with any of them, to pay Tax due to be paid by them at any time;

(d)

any Actual Tax Liability of a Target Group Company in respect of any option or other right granted before Completion to acquire shares or securities or the exercise of such an option or right;

(e)

any Effective Tax Liability; and

(f)

any reasonable costs, fees and expenses reasonably and properly incurred by the Buyer or a Target Group Company in connection with any Tax Liability in respect of which the Management Warrantors are liable under this Schedule 4.

EXCLUSIONS AND LIMITATIONS

3.1

The Management Warrantors shall not be liable for any Claim under this Schedule 4 in respect of any Tax Liability or for any Claim under the Tax Warranties if, and to the extent that:

(a)

provision or reserve for it is made in the Locked Box Accounts or it was otherwise taken into account as a liability (including in reducing the value of an asset) in the preparation of the Locked Box Accounts; or

(b)

to the extent that the liability in question constitutes Leakage which has been compensated by the Management Warrantors under Clause 3.3 of the Share Purchase Agreement; or

(c)

the liability arises solely in the ordinary course of business of a Target Group Company:

(i)

as a consequence of any Event which occurs or is treated for Tax purposes as occurring; or

(ii)

in respect of, or by reference to any income, profits or gains earned accrued and received or deemed for Tax purposes to have been earned, accrued and received;

after the Locked Box Date, but on or before the Closing Date, but which is not a fine, penalty or interest in connection with Tax; or

(d)

the liability has been made good by insurers or otherwise compensated for without cost to the Buyer or a Target Group Company; or

(e)

the liability arises in consequence of a change in the date to which a Target Group Company makes up its accounts or a change of any of its accounting policies, bases or practices in either case after the Closing Date save where such changes are necessary to comply with relevant law or generally accepted accounting practices as applied before the Closing Date; or

(f)

the liability arises in consequence of any change in legislation or any change in the rate of any Tax or any imposition of Tax or change in the published practice of any Tax Authority in each case announced and occurring after the Closing Date; or

(g)

the liability would not have arisen but for any voluntary act, transaction or omission carried out by a Target Group Company, the Buyer or any member of the Buyer’s Group or any of their directors, employees or agents after the Closing Date which the Buyer knew or ought reasonably to have known would give rise to the liability except where such act, transaction or omission was:

(i)

carried out or effected under a legal obligation entered into on or before the Closing Date; or

(ii)

required by law, any regulation, financial reporting or accounting practice or requirement; or

(iii)

in the ordinary course of business of a Target Group Company; or

(h)

the liability would not have arisen but for a cessation or any change in the nature or conduct of any trade carried out by a Target Group Company after the Closing Date; or

(i)

the liability arises by virtue of any voluntary claim, election, surrender or disclaimer made or notice or consent given after the Closing Date by or on behalf of a member of the Buyer’s Group (including the disclaimer of whole or part of any Relief) other than where the making, giving or doing of such thing was taken into account in the preparation of the Locked Box Accounts; or

(j)

the liability would not have arisen but for, or has been increased by, a voluntary failure or omission by a Target Group Company to make any valid claim, election, surrender or disclaimer or give any notice or consent or do any other thing after the Closing Date the making, giving or doing of which was taken into account in computing any provision or reserve for Tax in preparing the Locked Box Accounts; or

(k)

the liability relates to interest and penalties to the extent that such interest and penalties are attributable to the unreasonable delay or default by the Buyer, any member of the Buyer’s Group, or after the Closing Date, a Target Group Company in paying over to any Tax Authority any payment made by the Management Warrantors under this Schedule or for breach of any of the Tax Warranties; or

(l)

the liability was discharged (whether by payment or by the utilisation of a Relief) at no cost to the Buyer prior to the Closing Date and such discharge was reflected in the Locked Box Accounts; or

(m)

the liability relates to interest or penalties as a consequence of the underpayment of a tax instalment payment attributed to a Target Group Company prior to the Closing Date if, at the time when that instalment was paid, it was based on a reasonable estimate at that time of the final Tax liability for the whole accounting period.

PAYMENT

4.1

If the Management Warrantor becomes liable to pay any amount under paragraph 2 of this Schedule 4 in respect of:

(a)

an Actual Tax Liability, the Management Warrantors shall pay such amount in cleared funds on or before the date fifteen (15) Business Days after the date of written notice from the Buyer to the Management Warrantors of the amount which the Management Warrantors are required to pay and requesting payment or, if later, the date three (3) Business Days before the date on which the Tax Liability in question may be paid to the relevant Tax Authority without a liability (or further liability) to interest or penalties accruing;

(b)

an Effective Tax Liability within (a) of that definition, the Management Warrantors shall pay such amount in cleared funds on or before the date fifteen (15) Business Days after the date of written notice from the Buyer to the Management Warrantors of the amount which the Management Warrantors are required to pay and requesting payment or, if later, the date three (3) Business Days before the date on which Tax becomes payable which would have been saved but for the non-availability of the Accounts Relief or, in the case of a repayment of Tax, the date on which that repayment would have been made;

(c)

an Effective Tax Liability within (b) of that definition, the Management Warrantors shall pay such amount in cleared funds on or before the date fifteen (15) Business Days after the date of written notice from the Buyer to the Management Warrantors of the amount which the Management Warrantors are required to pay and requesting payment or, if later, the date three (3) Business Days before the date on which the Tax saved by the utilisation or set-off of the Buyer's Relief would otherwise have become due and payable to the relevant Tax Authority;

(d)

any amount within paragraph 2.1(f), the Management Warrantors shall pay such amount on or before the date fifteen (15) Business Days after the date of written notice from the Buyer to the Management Warrantors requesting payment.

CONDUCT OF CLAIMS

5.1

If the Buyer or a Target Group Company becomes aware after the Closing Date of any matter which could give rise to a Claim, the Buyer shall or shall procure that the relevant Target Group Company shall as soon as reasonably practicable, and in any event within twenty (20) Business Days, give written notice of the Claim to the Management Warrantors’ Representative provided that such notification shall not be a condition precedent to making a claim under this Schedule or for breach of the Tax Warranties.

5.2

The Buyer shall and shall procure that the relevant Target Group Company shall take such action as the Management Warrantors’ Representative may reasonably request to avoid, dispute, resist, appeal, reduce, compromise or defend any Claim referred to in paragraph 5.1 and any adjudication in respect thereof (“dispute”) (but which will not include permitting the Management Warrantors to take control (including in the name of a Target Group Company) of the matter) subject to the following:

(a)

the Buyer and the relevant Target Group Company being indemnified to the Buyer’s reasonable satisfaction by the Management Warrantors against all costs and expenses thereby reasonably and properly incurred;

(b)

neither the Buyer nor a Target Group Company shall be obliged to take any action nor procure any action is taken which is likely to materially adversely affect a Target Group Company’s or the Buyer's future Tax position;

(c)

neither the Buyer nor a Target Group Company shall be obliged by this paragraph to take or procure that a Target Group Company takes or omits to take any action that is not permitted under the W&I Policy or would vitiate the W&I Policy or conflicts with the instructions, requests or rights of the insurer under the W&I Policy.

5.3

The Buyer or Target Group Company may without reference to the Management Warrantors admit, settle, discharge, compromise or otherwise deal with any particular Claim to which paragraph 5.1 applies (without prejudice to their rights under this Schedule 4) if:

(a)

the Management Warrantors’ Representative serves a written notice on the Buyer to the effect that in relation to any such Claim (or any dispute in relation to such Claims) the Management Warrantors do not wish to request the Buyer to take any particular course of action in relation to the conduct thereof; or

(b)

a period of thirty (20) Business Days has expired following the service of a written notice by the Buyer on the Management Warrantors’ Representative pursuant to paragraph 5.1 where either (a) the Management Warrantors’ Representative has not made a request to the Buyer in accordance with paragraph 5.2 in relation to the relevant Claim; or (b) where the Management Warrantors’ Representative has made a request pursuant to paragraph 5.2 in respect of the relevant Claim but the Management Warrantors have failed to provide a duly executed indemnity.

5.4

Each party shall at the written request of the other supply or procure the supply to, the other party at the relevant Target Group Company’s cost with all information, books, papers and other documents in the possession or under the control of that party in relation to the relevant Claim and shall give or procure the giving as appropriate of such reasonable co-operation as the party may reasonably request or require for the purpose of resisting any Claim.

RECOVERY FROM OTHER PERSONS

6.1

If:

(a)

a Target Group Company or the Buyer is entitled to recover from any other person (including a Tax Authority) any sum in respect of any matter covered by this Schedule 4 or the Tax Warranties; and

(b)

the Management Warrantors have first agreed to indemnify the Buyer and the relevant Target Group Company against all reasonable costs and expenses which the Buyer and the relevant Target Group Company may reasonably and properly incur in connection with the taking of the following action,

then the Buyer shall or shall procure that the relevant Target Group Company shall take all reasonable steps to enforce the recovery against the person in question (keeping the Management Warrantors fully informed of the progress of any action taken).

6.2

The Buyer shall inform the Management Warrantors’ Representative as soon as possible (and in any case, within 10 Business Days) on becoming aware of any potential entitlement of a Target Group Company or the Buyer to recover from any person who is not a Management Warrantor any sum in respect of any matter covered by this Schedule 4 or the Tax Warranties for which the Management Warrantors are or may be liable to make a payment.

6.3

If a Target Group Company or the Buyer recover from any third party any sum in respect of a liability for which a claim could be or has been made against the Management Warrantors under this Schedule 4 or the Tax Warranties an amount equal to the amount so recovered together with any interest or repayment supplement thereon (less the reasonable costs and expenses reasonably and properly incurred) shall:

(a)

if the Management Warrantors have at the time of the recovery made any payment under this Schedule 4 in respect of the matter, the amount shall be paid to the Management Warrantors by the Buyer within seven days of the recovery (provided that the amount paid to the Management Warrantors under this paragraph 6.3 shall not exceed the amount of the payment made by the Management Warrantors under this Schedule 4 or the Tax Warranties);

(b)

if any claim has been made by the Buyer under this Schedule 4 or the Tax Warranties but the Management Warrantors have not at the time of the recovery made payment in respect of that sum, the amount recovered shall be set against and reduce pro tanto the claim against the Management Warrantors.

6.4

No amount shall be dealt with or give rise to a payment from the Buyer under this paragraph 6 to the extent that any sum is taken into account in reducing any payment from, or gives rise to a repayment to, the insurer under the W&I Policy.

Tax returns

7.1

The Buyer or its duly authorised agents shall, at the relevant Target Group Company’s cost:

(a)

prepare, submit and deal with (or procure the preparation and submission of) all Tax returns;

(b)

prepare, submit and deal with (or procure the preparation and submission of) all claims, elections, surrenders, disclaimers, notices and consents for Tax purposes; and

(c)

prepare, submit and deal with all correspondence and negotiation with any Tax Authority;

in respect of all periods relevant for Tax purposes of a Target Group Company for the period beginning on or before the Closing Date (the “Pre-Closing Date Accounting Period”).

7.2

The Buyer shall procure that:

(a)

the Management Warrantors’ Representative is kept fully informed of the progress of all material matters relating to the Tax affairs of the relevant Target Group Company in relation to the Pre-Closing Date Accounting Period; and

(b)

the Management Warrantors’ Representative will receive copies of all written correspondence with any Tax Authority insofar as it is relevant to the matters referred to in paragraph 7.1; and

(c)

the Management Warrantors’ Representative is consulted fully in relation to all material matters referred to in paragraph 7.1 and the Buyer shall incorporate or procure that there are incorporated any reasonable written comments of the Management Warrantors’ Representative in relation to such matters.

7.3

The Buyer shall procure that the Management Warrantors’ Representative is sent a draft of any Tax return of a Target Group Company relating to any accounting period ending after the Closing Date (if, in respect of such accounting period ending after the Closing Date, the Tax return relates to a matter (a “Relevant Matter”) which might affect the liability to Tax of the Management Warrantors or the liability of the Management Warrantors under paragraph 2) at least twenty (20) Business Days before its intended submission to any Tax Authority and shall procure that its final form contains such alterations as the Management Warrantors may reasonably require.

7.4

The Buyer shall further procure that the Management Warrantors’ Representative is sent a copy of any material correspondence received by or on behalf of the relevant Target Group Company which relates to any Tax return or computation in relation to Tax which concerns the Pre-Closing Date Accounting Period or any Relevant Matter and shall accept or procure the acceptance of any alteration reasonably required by the Management Warrantors to avoid or reduce the liability to Tax of the Management Warrantors or any liability under paragraph 2 of the Management Warrantors, to any correspondence, elections or claims to be sent by or on behalf of the relevant Target Group Company to any Tax Authority which relate to such Tax returns (having given the Management Warrantors’ Representative reasonable opportunity to consider and comment on any such correspondence, claims or elections prior to their being submitted). The Buyer shall and shall procure that the relevant Target Group Company shall co-operate with the Management Warrantors’ Representative and its advisers to the extent reasonably requested and make any appropriate and reasonably requested amendments to the said computations, Tax returns or other documents reasonably requested by the Management Warrantors’ Representative or its advisers prior to submission thereof.

OVERPROVISIONS, understatements, tax refunds and savings

8.1

If a Target Group Company or the Buyer discovers (whether following a request by the Management Warrantors’ Representative pursuant to paragraph 8.3 or otherwise) that:

(a)

any provision for Tax in the Locked Box Accounts is (for reasons other than the availability of a Buyer’s Relief or a change in law after Closing) an overprovision (the amount of such overprovision being referred to as an “Overprovision”); or

(b)

a Target Group Company has received a refund of Tax in respect of a period for Tax purposes ending on or before the Locked Box Date (the “Tax Refund”) which was not taken into account in the Locked Box Accounts; or

(c)

Tax which has resulted in a payment by the Management Warrantors falling due pursuant to paragraph 2 of this Schedule 4 or under the Tax Warranties gives rise to an actual saving (the “Saving”) of Tax for a Target Group Company or the Buyer,

the Buyer shall, or shall procure that the relevant Target Group Company shall, as soon as reasonably practicable notify the Management Warrantors’ Representative in writing of such Overprovision, Tax Refund or Saving, as the case may be, giving full details thereof and supplying to the Management Warrantors’ Representative such information as the Management Warrantors’ Representative may reasonably require to verify the amount of such Overprovision, Tax Refund or Saving.

8.2

The amount of the Overprovision, Tax Refund or Saving referred to in paragraph 8.1 shall be:

(a)

set off against any payment then due from the Management Warrantors under this Schedule 4 or the Tax Warranties;

(b)

to the extent that it is not so set-off, a refund shall be made to the Management Warrantors for any previous payment or payments made by the Management Warrantors under this Schedule 4 or the Tax Warranties; and

(c)

the remainder shall be carried forward and set against any future payment or payments which become due from the Management Warrantors under this Schedule 4 or the Tax Warranties.

8.3

If a Target Group Company or the Buyer has been requested by the Management Warrantors’ Representative to consider whether there has been an Overprovision, Tax Refund or Saving, the Buyer shall, or shall procure that the relevant Target Group Company shall, duly consider whether there has been such an Overprovision, Tax Refund or Saving and provide full details of its findings to the Management Warrantors’ Representative, supplying such information as the Management Warrantors’ Representative may reasonably require to verify the amount of such Overprovision, Tax Refund or Saving, if any.

8.4

For the purposes of paragraph 8.1 a person obtains a Saving if as a result of Tax which results in a claim by the Buyer under paragraph 2 or the Tax Warranties that person is relieved in whole or in part of a liability to make some other payment of Tax which it would otherwise have been liable to make or receives a repayment of Tax which would not otherwise have been available.

8.5

For the purposes of paragraph 8.1, a Saving shall be deemed to arise when the relevant Target Group Company, the Buyer or any relevant member of the Buyer’s Group utilises the Saving, on the assumption that all reasonable endeavours had been made to obtain the Saving but not requiring the Relief relating to the Saving to be used in priority to any other Relief.

8.6

No amount shall be dealt with under this paragraph 8 to the extent that such amount is taken into account in reducing any payment due from, or gives rise to a re-payment to, the insurer under the W&I Policy.

BUYER’S COVENANTS

9.1

The Buyer shall pay to the Management Warrantors an amount equal to any tax liability of the Management Warrantors relating to any of the following Events occurring or deemed to occur for Tax purposes after the Closing Date:

(a)

a Target Group Company or any member of the Buyer’s Group failing to pay any Tax for which it is liable and for which the Buyer would not have been entitled to make a claim against the Management Warrantors under paragraph 2 or for breach of the Tax Warranties if the relevant Target Group Company or the relevant member of the Buyer’s Group had paid that liability; or

(b)

a Target Group Company or any member of the Buyer’s Group ceasing to be resident in its jurisdiction of residence for Tax purposes.

9.2

Any payment made by the Buyer under paragraph 9.1 shall be made ten (10) Business Days before the last day on which the relevant payment of Tax is due to be made to the relevant Tax Authority without incurring any liability to interest or penalties.

9.3

The Buyer shall pay the Management Warrantors an amount equal to all costs and expenses reasonably and properly incurred by the Management Warrantors in connection with any tax liability as described in paragraph 9.1.

10.

withholding and tax

10.1

If the Management Warrantors are required by law to make any deduction or withholding from any payment under this Schedule they shall make that deduction or withholding and the sum due in respect of that payment shall be increased to the extent necessary to ensure that after the making of the deduction or withholding the Buyer receives and retains (free of any liability in respect of the deduction or withholding) a net sum equal to the sum which it would have received and retained had no deduction or withholding been required to be made.

10.2

If any payment under this agreement is subject to Tax in the hands of the Buyer the Management Warrantors shall within seven days of notice in writing being served on them by the Buyer pay to the Buyer a further amount or amounts as shall ensure that the net amount received in respect of that payment after Tax is the same as it would have been had the payment not been subject to Tax.

11.

reduction of consideration

Any amounts payable by the Management Warrantors pursuant to this Schedule 4 shall be deemed so far as is possible to constitute a reduction in the consideration payable under the Share Purchase Agreement

Exhibit 10.2

Execution Version

TERM CREDIT AGREEMENT

dated as of

March 27, 2021,

among

BROADRIDGE FINANCIAL SOLUTIONS, INC.,

The LENDERS Party Hereto

and

JPMORGAN CHASE BANK, N.A.,
as Administrative Agent

___________________________

JPMORGAN CHASE BANK, N.A., BOFA SECURITIES, INC. and

WELLS FARGO SECURITIES, LLC,
as Joint Lead Arrangers and Joint Bookrunners

BANK OF AMERICA, N.A. and WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Syndication Agents

________________________________________

TABLE OF CONTENTS

Page

ARTICLE I

Definitions

SECTION 1.01. Defined Terms	1
SECTION 1.02. Classification of Loans and Borrowings	32
SECTION 1.03. Terms Generally	32
SECTION 1.04. Accounting Terms; GAAP; Pro Forma Computations	33
SECTION 1.05. Currency Translation	34
SECTION 1.06. Interest Rates; LIBOR Notification	34
SECTION 1.07. Divisions	35
SECTION 1.08. Blocking Regulation	35
SECTION 1.09. Most Favored Nation Provision	35
SECTION 1.10. Effectuation of Transactions	36

ARTICLE II

The Credits

SECTION 2.01. Commitments	36
SECTION 2.02. Loans and Borrowings	36
SECTION 2.03. Requests for Borrowings	37
SECTION 2.04. [Reserved.]	37
SECTION 2.05. [Reserved.]	37
SECTION 2.06. [Reserved.]	37
SECTION 2.07. Funding of Borrowings	37
SECTION 2.08. Interest Elections	38
SECTION 2.09. Termination or Reduction of Commitments	39
SECTION 2.10. [Reserved]	40
SECTION 2.11. Repayment of Loans; Evidence of Debt	40
SECTION 2.12. Prepayment of Loans	41
SECTION 2.13. Fees	42
SECTION 2.14. Interest	43
SECTION 2.15. Alternate Rate of Interest	44
SECTION 2.16. Increased Costs	46
SECTION 2.17. Break Funding Payments	47
SECTION 2.18. Taxes	48
SECTION 2.19. Payments Generally; Pro Rata Treatment; Sharing of Set-offs	51
SECTION 2.20. Mitigation Obligations; Replacement of Lenders	53
SECTION 2.21. Defaulting Lenders	54

ARTICLE III

Representations and Warranties

SECTION 3.01. Organization; Powers	54
SECTION 3.02. Authorization; Enforceability	55
SECTION 3.03. Governmental Approvals; No Conflicts	55
SECTION 3.04. Financial Condition; No Material Adverse Change	55
SECTION 3.05. Properties	55
SECTION 3.06. Litigation and Environmental Matters	56
SECTION 3.07. Compliance with Laws and Agreements	56
SECTION 3.08. Federal Reserve Regulations	56
SECTION 3.09. Anti-Corruption Laws and Sanctions	57
SECTION 3.10. Investment Company Status	57
SECTION 3.11. Taxes	57
SECTION 3.12. ERISA	57
SECTION 3.13. Disclosure	58

ARTICLE IV

Conditions

SECTION 4.01. Effective Date	58
SECTION 4.02. Funding Date	59
SECTION 4.03. Certain Funds Period	60

ARTICLE V

Affirmative Covenants

SECTION 5.01. Financial Statements and Other Information	61
SECTION 5.02. Notices of Material Events	62
SECTION 5.03. Existence; Conduct of Business	63
SECTION 5.04. Payment of Taxes	63
SECTION 5.05. Maintenance of Properties	63
SECTION 5.06. Books and Records; Inspection Rights	63
SECTION 5.07. Compliance with Laws	64
SECTION 5.08. Use of Proceeds	64
SECTION 5.09. Margin Stock	64

ARTICLE VI

Negative Covenants

SECTION 6.01. Liens	65
SECTION 6.02. Subsidiary Indebtedness	67
SECTION 6.03. Sale and Leaseback Transactions	68
SECTION 6.04. Fundamental Changes	69
SECTION 6.05. Restrictive Agreements	69
SECTION 6.06. Transactions with Affiliates	70
SECTION 6.07. Leverage Ratio	70

ARTICLE VII

Events of Default

ARTICLE VIII

The Administrative Agent

ARTICLE IX

Miscellaneous

SECTION 9.01. Notices	79
SECTION 9.02. Waivers; Amendments	81
SECTION 9.03. Expenses; Indemnity; Limitation of Liability	83
SECTION 9.04. Successors and Assigns	84
SECTION 9.05. Survival	88
SECTION 9.06. Counterparts; Integration; Effectiveness; Electronic Execution	88
SECTION 9.07. Severability	90
SECTION 9.08. Right of Set-Off	90
SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of Process	91
SECTION 9.10. WAIVER OF JURY TRIAL	91
SECTION 9.11. Headings	92
SECTION 9.12. Confidentiality; Non-Public Information	92
SECTION 9.13. Interest Rate Limitation	93
SECTION 9.14. Certain Notices	93
SECTION 9.15. No Fiduciary Relationship	93
SECTION 9.16. Acknowledgement and Consent to Bail-In of Affected Financial Institutions	94

iii

SCHEDULES:

Schedule 2.01 – Commitments

Schedule 6.01 – Existing Liens

Schedule 6.02 – Existing Subsidiary Indebtedness

Schedule 6.05 – Restrictive Agreements

Schedule 6.06 – Transactions with Affiliates

EXHIBITS:

Exhibit A – Form of Assignment and Assumption

Exhibit B – Form of Borrowing Request

Exhibit C – Form of Interest Election Request

Exhibit D – Form of Note

Exhibit E – Form of Tax Certificates

Exhibit F – Form of Solvency Certificate

Exhibit G – Form of Officer’s Certificate

TERM CREDIT AGREEMENT dated as of March 27, 2021, among BROADRIDGE FINANCIAL SOLUTIONS, INC., a Delaware corporation, the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

The Company has requested that the Lenders (such term and each other capitalized term used and not otherwise defined herein having the meaning assigned to it in Article I) provide Commitments to extend credit in the form of (a) Tranche 1 Loans denominated in US Dollars in an aggregate principal amount not to exceed US$1,000,000,000 and (b) Tranche 2 Loans denominated in US Dollars in an aggregate principal amount not to exceed US$1,550,000,000. The proceeds of the Loans will be used by the Company and the Subsidiaries to finance the Itiviti Acquisition, including to finance the repayment of certain Indebtedness and other obligations of Itiviti and its subsidiaries, and to pay fees and expenses incurred in connection therewith (including, for the avoidance of doubt, fees and expenses incurred in connection with this Agreement and the preparation, negotiation, and execution and delivery thereof).

The Lenders are willing to establish the credit facilities referred to in the preceding paragraph upon the terms and subject to the conditions set forth herein. Accordingly, the parties hereto agree as follows:

ARTICLE I

Definitions

SECTION 1.01. Defined Terms. As used in this Agreement, the following terms have the meanings specified below:

“ABR”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.

“Acquisition” means any acquisition by the Company or any Subsidiary of Equity Interests of any Person that becomes a Subsidiary (or that is merged, consolidated or amalgamated with or into the Company or any Subsidiary), or of all or substantially all the assets of (or all or substantially all the assets constituting a business unit, division, product line or line of business of), any Person.

“Acquisition Indebtedness” means any Indebtedness of the Company or any Subsidiary that has been incurred for the purpose of financing, in whole or in part, an Acquisition and any related transactions (including for the purpose of refinancing or replacing all or a portion of any related bridge facilities or any pre-existing Indebtedness of the Persons or assets to be acquired); provided that either (a) the release of the proceeds thereof to the Company and the Subsidiaries is contingent upon the substantially simultaneous consummation of such Acquisition (and, if the definitive agreement for such Acquisition is terminated prior to the consummation of such Acquisition, or if such Acquisition is otherwise not consummated by the date specified in the definitive documentation evidencing, governing the rights of the holders of or otherwise relating to such Indebtedness, then, in each case, such proceeds are, and pursuant to the terms of such definitive documentation are required to be, promptly applied to satisfy and discharge all obligations of the Company and the Subsidiaries in respect of such Indebtedness) or (b) such Indebtedness contains a “special mandatory redemption” provision (or a similar provision) if such Acquisition is not consummated by the date specified in the definitive documentation evidencing, governing the rights of the holders of or otherwise relating to such Indebtedness (and, if the definitive agreement for such Acquisition is terminated prior to the consummation of such Acquisition or such Acquisition is otherwise not consummated by the date so specified, such Indebtedness is, and pursuant to such “special mandatory redemption” (or similar) provision is required to be, redeemed or otherwise satisfied and discharged within 90 days of such termination or such specified date, as the case may be).

“Adjusted LIBO Rate” means, with respect to any LIBOR Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/100 of 1.00%) equal to the LIBO Rate for such Interest Period multiplied by the Statutory Reserve Rate.

“Administrative Agent” means JPMorgan, in its capacity as administrative agent for the Lenders hereunder and under the other Loan Documents, and its successors in such capacity as provided in Article VIII. Unless the context requires otherwise, the term “Administrative Agent” shall include any Affiliate of JPMorgan through which JPMorgan shall perform any of its obligations in such capacity hereunder.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

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

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified; provided that two or more Persons shall not be deemed Affiliates solely because an individual is a director of each such Person.

“Agreement” means this Term Credit Agreement.

“Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the NYFRB Rate in effect on such day plus ½ of 1.00% per annum and (c) the Adjusted LIBO Rate on such day (or if such day is not a Business Day, the immediately preceding Business Day) for a deposit in US Dollars with a maturity of one month plus 1.00% per annum. For purposes of clause (c) above, the Adjusted LIBO Rate on any day shall be based on the Screen Rate at approximately 11:00 a.m., London time, on such day for deposits in US Dollars with a maturity of one month (or, in the event the Screen Rate for deposits in US Dollars is not available for such maturity of one month, shall be based on the Interpolated Screen Rate as of such time); provided that if such rate shall be less than 0.00%, such rate shall be deemed to be 0.00%. If the Alternate Base Rate is being used as an alternate rate of interest pursuant to Section 2.15 (for the avoidance of doubt, only until the Benchmark Replacement has been determined pursuant to Section 2.15(b)), then for purposes of clause (c) above the Adjusted LIBO Rate shall be deemed to be 0.00%. Any change in the Alternate Base Rate due to a change in the Prime Rate, the NYFRB Rate or the Adjusted LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the NYFRB Rate or the Adjusted LIBO Rate, respectively.

“Ancillary Document” has the meaning set forth in Section 9.06(b).

“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Company or its Subsidiaries from time to time concerning or relating to bribery or corruption.

“Applicable Rate” means, for any day, (a) with respect to any Tranche 1 Ticking Fee or any Tranche 1 Loan, the applicable rate per annum set forth in the grid below titled “Tranche 1” under the caption “Ticking Fee Rate”, “LIBOR Spread” or “ABR Spread”, as applicable, and (b) with respect to any Tranche 2 Ticking Fee or any Tranche 2 Loan, the applicable rate per annum set forth in the grid below titled “Tranche 2” under the caption “Ticking Fee Rate”, “LIBOR Spread” or “ABR Spread”, as applicable, in each case, based upon the ratings by Moody’s, S&P and Fitch, respectively, applicable on such date to the Index Debt:

Tranche 1
	Ticking Fee Rate	LIBOR Spread	ABR Spread
Category 1 ≥ A3 / A- / A-	0.090%	0.625%	0.000%
Category 2 Baa1 / BBB+ / BBB+	0.110%	0.750%	0.000%
Category 3 Baa2 / BBB / BBB	0.150%	0.875%	0.000%
Category 4 ≤ Baa3 / BBB- / BBB-, or unrated	0.200%	1.125%	0.125%

Tranche 2
	Ticking Fee Rate	LIBOR Spread	ABR Spread
Category 1 ≥ A3 / A- / A-	0.090%	0.750%	0.000%
Category 2 Baa1 / BBB+ / BBB+	0.110%	0.875%	0.000%
Category 3 Baa2 / BBB / BBB	0.150%	1.000%	0.000%
Category 4 ≤ Baa3 / BBB- / BBB-, or unrated	0.200%	1.250%	0.250%

For purposes of the foregoing, (a) if any of S&P, Moody’s or Fitch shall not have a Rating in effect (other than by reason of any of the circumstances referred to in the last sentence of this definition), then (i) if only one Rating Agency shall not have a Rating in effect, the applicable category shall be based on the remaining two effective Ratings, (ii) if two Rating Agencies shall not have a Rating in effect, one of such Rating Agencies shall be deemed to have a Rating in effect in Category 4 and the applicable category shall be based on such deemed Rating and the remaining effective Rating and (iii) if no Rating Agency shall have a Rating in effect, the applicable category shall be Category 4, (b) if the Ratings in effect or deemed to be in effect shall fall within different categories, then (i) if three Ratings are in effect, then either (x) if two of the three Ratings are in the same category, such category shall apply or (y) if all three of the Ratings are in different categories, then the category corresponding to the middle Rating shall apply and (ii) if only two Ratings are in effect or deemed to be in effect, the applicable category shall be the category in which the higher of the Ratings shall fall unless the Ratings differ by two or more categories, in which case the applicable category shall be the category one level below that corresponding to the higher Rating and (c) if any Rating shall be changed (other than as a result of a change in the rating system of the applicable Rating Agency), such change shall be effective as of the date on which it is first announced by the Rating Agency making such change. Each change in the Applicable Rate shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change. If the rating system of Moody’s, S&P or Fitch shall change, or if any such Rating Agency shall cease to be in the business of rating corporate debt obligations, the Company and the Required Lenders shall negotiate in good faith to amend this definition to reflect such changed rating system or the unavailability of ratings from such Rating Agency and, pending the effectiveness of any such amendment, the Applicable Rate shall be determined by reference to the rating most recently in effect prior to such change or cessation.

“Approved Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in commercial loans and similar extensions of credit in the ordinary course of its business and 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.

“Arrangers” means JPMorgan Chase Bank, N.A., BofA Securities, Inc. and Wells Fargo Securities, LLC, in their capacities as joint lead arrangers and joint bookrunners for the credit facilities established hereunder.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any Person whose consent is required by Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit A or any other form approved by the Administrative Agent.

“Attributable Debt” means, with respect to any Sale and Leaseback Transaction, the present value (discounted at the rate set forth or implicit in the terms of the lease included in such Sale and Leaseback Transaction) of the total obligations of the lessee for rental payments (other than amounts required to be paid on account of taxes, maintenance, repairs, insurance, assessments, utilities, operating and labor costs and other items that do not constitute payments for property rights) during the remaining term of the lease included in such Sale and Leaseback Transaction (including any period for which such lease has been extended). In the case of any lease which is terminable by the lessee upon payment of a penalty, the Attributable Debt shall be the lesser of the Attributable Debt determined assuming termination upon the first date such lease may be terminated (in which case the Attributable Debt shall also include the amount of the penalty, but no rent shall be considered as required to be paid under such lease subsequent to the first date upon which it may be so terminated) or the Attributable Debt determined assuming no such termination.

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, any tenor for such Benchmark or payment period for interest calculated with reference to such Benchmark, as applicable, that is or may be used for determining the length of an Interest Period pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 2.15(b)(v)).

“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).

“Bankruptcy Event” means, with respect to any Person, that such Person has become the subject of a voluntary or involuntary bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it, or, in the good faith determination of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in, any such proceeding or appointment or has had any order for relief in such proceeding entered in respect thereof; provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority; provided, however, that such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States of America or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any agreements made by such Person.

“Benchmark” means, initially, LIBO Rate; provided that if a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-In Election, as applicable, and its related Benchmark Replacement Date have occurred with respect to LIBO Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.15(b)(i) or (b)(ii).

“Benchmark Replacement” means, for any Available Tenor, the first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date:

(a) the sum of: (i) Term SOFR and (ii) the related Benchmark Replacement Adjustment;

(b) the sum of: (i) Daily Simple SOFR and (ii) the related Benchmark Replacement Adjustment;

(c) the sum of: (i) the alternate benchmark rate that has been selected by the Administrative Agent and the Company as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (x) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (y) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for US Dollar-denominated syndicated credit facilities at such time and (ii) the related Benchmark Replacement Adjustment;

provided that, in the case of clause (a), such Unadjusted Benchmark Replacement is displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion; provided further that, notwithstanding anything to the contrary in this Agreement or in any other Loan Document, upon the occurrence of a Term SOFR Transition Event, and the delivery of a Term SOFR Notice, on the applicable Benchmark Replacement Date the “Benchmark Replacement” shall revert to and shall be deemed to be the sum of (a) Term SOFR and (b) the related Benchmark Replacement Adjustment, as set forth in clause (a) of this definition (subject to the first proviso above). If the Benchmark Replacement as determined pursuant to clause (a), (b) or (c) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.

“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement:

(a) for purposes of clauses (a) and (b) of the definition of “Benchmark Replacement”, the first alternative set forth in the order below that can be determined by the Administrative Agent:

(i) the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) as of the Reference Time such Benchmark Replacement is first set for such Interest Period that has been selected or recommended by the Relevant Governmental Body for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for the applicable Corresponding Tenor;

(ii) the spread adjustment (which may be a positive or negative value or zero) as of the Reference Time such Benchmark Replacement is first set for such Interest Period that would apply to the fallback rate for a derivative transaction referencing the ISDA Definitions to be effective upon an index cessation event with respect to such Benchmark for the applicable Corresponding Tenor; and

(b) for purposes of clause (c) of the definition of “Benchmark Replacement”, 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 Company for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date or (ii) 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 such Benchmark with the applicable Unadjusted Benchmark Replacement for US Dollar-denominated syndicated credit facilities;

provided that, in the case of clause (a) above, such adjustment is displayed on a screen or other information service that publishes such Benchmark Replacement Adjustment from time to time as selected by the Administrative Agent in its reasonable discretion.

“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Alternate Base Rate”, the definition of “Business Day”, the definition of “Interest Period”, timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Administrative Agent decides in its reasonable discretion 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 such 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 and the other Loan Documents).

“Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark:

(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 such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof);

(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; or

(c) in the case of a Term SOFR Transition Event, the date that is 30 days after the date a Term SOFR Notice is provided to the Lenders and the Company pursuant to Section 2.15(b)(ii); or

(d) in the case of an Early Opt-In Election, the sixth Business Day after the date notice of such Early Opt-In Election is provided to the Lenders, so long as the Administrative Agent has not received, by 5:00 p.m., New York City time, on the fifth Business Day after the date notice of such Early Opt-In Election is provided to the Lenders, written notice of objection to such Early Opt-In Election from Lenders comprising the Required Lenders.

For the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination and (ii) the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:

(a) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);

(b) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Board of Governors, the New York Federal Reserve Bank, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or

(c) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are no longer representative.

For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Unavailability Period” means the period (if any) (a) beginning at the time that a Benchmark Replacement Date pursuant to clauses (a) or (b) of that definition has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.15(b) and (b) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.15(b).

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

“Benefit Plan” means (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”.

“Board of Governors” means the Board of Governors of the Federal Reserve System of the United States of America.

“Borrowing” means Loans of the same Class and Type made, converted or continued on the same date and, in the case of LIBOR Loans, as to which a single Interest Period is in effect.

“Borrowing Request” means a request by the Company for a Borrowing in accordance with Section 2.03, which shall be substantially in the form of Exhibit B.

“Broker Dealer Subsidiary” means any Subsidiary registered or regulated as a broker or dealer with or by the SEC, FINRA or any other applicable Governmental Authority, whether domestic or foreign.

“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed; provided that when used in connection with a LIBOR Loan, the term “Business Day” shall also exclude any day on which banks are not open for dealings in deposits denominated in US Dollars in the London interbank market.

“Capital Lease Obligations” of any Person means obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

“Certain Funds Covenants” means Sections 5.03 (with respect to the Company’s existence), 5.08 and 6.04(a) (excluding clause (iii) thereof and, in the case of clauses (i), (ii) and (iv) thereof, with respect to the Company only).

“Certain Funds Defaults” means any Event of Default that has occurred and is continuing that arises under clause (a), (b), (c) (in relation to a Certain Funds Representation only), (d) (in relation to a Certain Funds Covenant only), (h) or (i) of Article VII.

“Certain Funds Period” means the period from and including the Effective Date to and including the earliest of (a) the Itiviti Acquisition Closing Date, (b) the Commitment Termination Date, and (c) the date on which the Loans are required to be prepaid in accordance with Section 2.12(c)(i).

“Certain Funds Representations” means (a) in relation to the Company only (and, for the avoidance of doubt, not with respect to any Subsidiary or Itiviti or any of its Affiliates), the representations and warranties set forth in Sections 3.01(a), 3.02, 3.03(b), 3.03(c), 3.03(d) (with respect to the Revolving Credit Agreement and any other Material Indebtedness) and 3.10 and (b) the representations and warranties set forth in Sections 3.08(a) and 3.08(b) and the penultimate sentence of Section 3.09.

“Change in Control” means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Exchange Act and the rules of the SEC thereunder as in effect on the date hereof), of Equity Interests representing more than 35% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the Company, or (b) occupation of a majority of the seats (other than vacant seats) on the board of directors of the Company by Persons who were not (i) directors of the Company on the Effective Date, (ii) nominated by the board of directors of the Company or (iii) appointed or approved prior to their election by a majority of the directors referred to in the preceding clauses (i) and (ii).

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any rule, regulation, treaty or other law, (b) any change in any rule, regulation, treaty or other law 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) of any Governmental Authority; provided that, notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection 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, promulgated or issued.

“Charges” has the meaning set forth in Section 9.13.

“Class”, when used in reference to (a) any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Tranche 1 Loans or Tranche 2 Loans, (b) any Commitment, refers to whether such Commitment is a Tranche 1 Commitment or a Tranche 2 Commitment and (c) any Lender, refers to whether such Lender has a Loan or Commitment of a particular Class.

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

“Commitment” means a Tranche 1 Commitment or a Tranche 2 Commitment.

“Commitment Termination Date” means the earliest to occur of (a) 5:00 p.m., New York City time, on June 15, 2021, (b) the consummation of the Itiviti Acquisition without the borrowing of any Loans hereunder and (c) the termination of the Itiviti Acquisition Agreement in accordance with the terms thereof.

“Communications” means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of the Company pursuant to any Loan Document or the transactions contemplated therein that is distributed by or to the Administrative Agent or any Lender by means of electronic communications pursuant to Section 9.01, including through an Electronic System. For the avoidance of doubt, Communications shall not constitute notices to the Company under Section 9.01.

“Company” means Broadridge Financial Solutions, Inc., a Delaware corporation.

“Consolidated EBITDA” means, for any period, Consolidated Net Income for such period plus (a) without duplication and to the extent deducted in determining such Consolidated Net Income, the sum of (i) consolidated interest expense for such period, (ii) consolidated income tax expense for such period, (iii) all amounts attributable to depreciation and amortization for such period, (iv) all non-recurring or extraordinary non-cash charges for such period, (v) all non-cash charges associated with employee compensation for such period and (vi) all losses associated with asset sales outside the ordinary course of business during such period, minus (b) without duplication and to the extent included in determining such Consolidated Net Income, (i) all extraordinary gains for such period and (ii) all gains associated with asset sales outside the ordinary course of business during such period, all determined on a consolidated basis in accordance with GAAP. In the event that the Company or any Subsidiary shall have completed a Material Acquisition or a Material Disposition since the beginning of the relevant period, Consolidated EBITDA shall be determined for such period on a pro forma basis as if such Material Acquisition or Material Disposition, and any related incurrence or repayment of Indebtedness, had occurred at the beginning of such period.

“Consolidated Net Income” means, for any period, the net income or loss of the Company and the Subsidiaries for such period determined on a consolidated basis in accordance with GAAP (but excluding therefrom any portion thereof attributable to any noncontrolling interest in any Subsidiary); provided that there shall be excluded (a) the income of any Person (other than the Company or any Subsidiary) in which any other Person (other than the Company or any Subsidiary or any director holding qualifying shares in compliance with applicable law) owns an Equity Interest, except to the extent of the amount of dividends or other distributions actually paid to the Company or any of the Subsidiaries during such period, and (b) the income or loss of any Person accrued prior to the date it becomes a Subsidiary or is merged into or consolidated with the Company or any Subsidiary or the date that such Person’s assets are acquired by the Company or any Subsidiary, except to the extent inclusion of such net income or loss of such Person is required for any calculation of Consolidated EBITDA on a pro forma basis.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Corresponding Tenor” with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment period having approximately the same length (disregarding business day adjustment) as such Available Tenor.

“Credit Party” means the Administrative Agent and each Lender.

“Daily Simple SOFR” means, for any day, SOFR, with the conventions for this rate (which may include a lookback) being established by the Administrative Agent in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for business loans; provided that if the Administrative Agent decides that any such convention is not administratively feasible for the Administrative Agent, then the Administrative Agent may establish another convention in its reasonable discretion.

“Debt Incurrence” means any incurrence after the Effective Date by the Company or any of the Subsidiaries of any Indebtedness of the type referred to in clause (a) or (b) of the definition of such term, including any such Indebtedness in the form of debt securities convertible or exchangeable into Equity Interests or hybrid debt-equity securities, but excluding (a) Indebtedness owed by the Company or any of the Subsidiaries to the Company or any of the Subsidiaries, (b) the Loans, (c) Indebtedness under the Revolving Credit Agreement (including any replacements or refinancings thereof), provided that the aggregate amount of Indebtedness excluded pursuant to this clause (c) shall not exceed an amount equal to the aggregate amount of commitments (whether used or unused) in effect under the Revolving Credit Agreements as of the Effective Date (it being understood that incurrence of any such Indebtedness on a revolving basis following a prepayment thereof shall not be double counted for purposes of this proviso), (d) any bilateral facilities for Foreign Subsidiaries, working capital facilities, overdraft facilities and purchase money and equipment financings, in each case, incurred in the ordinary course of business of the Company and the Subsidiaries, (e) any Indebtedness of Itiviti and its subsidiaries incurred prior to the Itiviti Acquisition Closing Date that, under the Itiviti Acquisition Agreement, is permitted to remain outstanding on the Itiviti Acquisition Closing Date and (f) any other Indebtedness incurred since the Effective Date the Net Cash Proceeds of which do not exceed US$50,000,000 in the aggregate.

“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, examinership, court protection, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or any other jurisdiction from time to time in effect and affecting the rights of creditors generally.

“Default” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

“Defaulting Lender” means any Lender that (a) has failed, within two Business Days of the date required to be funded or paid, (i) to fund any portion of its Loans or (ii) to pay to any Credit Party any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s good faith determination that a condition precedent to funding (specifically identified in such writing, including, if applicable, by reference to a specific Default) has not been satisfied, (b) has notified the Company or any Credit Party in writing, or has made a public statement, to the effect that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Lender’s good-faith determination that a condition precedent (specifically identified in such writing, including, if applicable, by reference to a specific Default) to funding a Loan cannot be satisfied) or generally under other agreements in which it commits to extend credit, (c) has failed, within three Business Days after request by the Administrative Agent made in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations (and is financially able to meet such obligations as of the date of such certification) to fund the Loans, provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon the Administrative Agent’s receipt of such certification in form and substance satisfactory to it or (d) has become the subject of a Bankruptcy Event or a Bail-In Action.

“Dividing Person” has the meaning set forth in Section 1.07.

“Division” has the meaning set forth in Section 1.07.

“Documentation Agent” means one or more Persons to be appointed by the Company in such capacity as separately agreed by the Company and the Arrangers, in each case, in its capacity as documentation agent with respect to the credit facilities established hereunder.

“Domestic Subsidiary” means a Subsidiary that is incorporated or organized in the United States of America, any State thereof or the District of Columbia.

“Early Opt-In Election” means, if the then-current Benchmark is LIBO Rate, the occurrence of:

(a) a notification by the Administrative Agent to (or the request by the Company to the Administrative Agent to notify) each of the other parties hereto that at least five currently outstanding US Dollar-denominated syndicated credit facilities at such time contain (as a result of amendment or as originally executed) a SOFR-based rate (including SOFR, a term SOFR or any other rate based upon SOFR) as a benchmark rate (and such syndicated credit facilities are identified in such notice and are publicly available for review), and

(b) the joint election by the Administrative Agent and the Company to trigger a fallback from LIBO Rate and the provision by the Administrative Agent of written notice of such election to 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 clause (a) of this definition or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (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.

“Effective Date” means the date on which the conditions set forth in Section 4.01 shall be satisfied or waived in accordance with Section 9.02, which date is acknowledged to be March 27, 2021.

“Electronic Signature” means an electronic signature, symbol or process attached to, or associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record.

“Electronic System” means any electronic system, including e-mail, e-fax, Intralinks®, ClearPar®, DebtDomain, SyndTrak and any other Internet or extranet-based site, whether such electronic system is owned, operated or hosted by the Administrative Agent or any of its Related Parties or any other Person, providing for access to data protected by passcodes or other security system.

“Eligible Assignee” means (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund and (d) any other Person, other than, in each case, a natural person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person), any Defaulting Lender, the Company or any of its Subsidiaries or other Affiliates.

“Environmental Laws” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, the management, release or threatened release of any hazardous or toxic materials or to health and safety matters.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Company or any Subsidiary directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest; provided that Indebtedness that is convertible into any such Equity Interests shall not, prior to the conversion thereof, constitute an Equity Interest.

“Equity Issuance” means any issuance by the Company of any Equity Interests (including securities (other than debt securities) convertible or exchangeable into or exercisable for Equity Interests or other equity-linked securities) after the Effective Date, but excluding (a) Equity Interests issued pursuant to employee stock plans or other benefit or employee compensation or incentive arrangements and (b) Equity Interests issued or transferred directly (and not constituting cash proceeds of any issuance of Equity Interests) as consideration in connection with any Acquisition.

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

“ERISA Affiliate” means any trade or business (whether or not incorporated) that, together with the Company, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

“ERISA Event” means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30-day notice period is waived); (b) with respect to any Plan, a failure to meet the minimum funding standards (as defined in Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, in each instance, whether or not waived; (c) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by the Company or any ERISA Affiliate of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by the Company or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by the Company or any ERISA Affiliate of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by the Company or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Company or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent, within the meaning of Title IV of ERISA.

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

“Events of Default” has the meaning set forth in Article VII.

“Exchange Act” means the United States Securities Exchange Act of 1934.

“Excluded Taxes” means, with respect to the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of the Company under any Loan Document, (a) Taxes imposed on (or measured by) such recipient’s net or overall gross income (or franchise, net worth and similar Taxes imposed in lieu thereof) by (i) the United States of America (including US federal backup withholding tax (as defined in Section 3406 of the Code)) or (ii) any other jurisdiction (x) as a result of such recipient being organized in or having its principal office or applicable lending office in such jurisdiction or (y) as a result of any other present or former connection (other than a connection arising solely from this Agreement or any other Loan Document) between such recipient and such jurisdiction, (b) any branch profits Taxes imposed by the United States of America or any similar Tax imposed by any other applicable jurisdiction referred to in the preceding clause (a), (c) in the case of a Lender, any withholding Tax that is imposed by the United States of America on payments by the Company to such Lender pursuant to a law in effect on the date on which such Lender becomes a party to this Agreement (other than pursuant to an assignment request by the Company under Section 2.20(b)) or designates a new lending office or, with respect to any interest in any Commitment acquired after such Lender becomes a party hereto (or any Loan made pursuant to such Commitment), on the date on which such interest in such Commitment was acquired by such Lender, except, in each case, to the extent that such Lender (or its assignor, if any) was entitled, immediately prior to designation of a new lending office or acquisition of such interest in such Commitment (or assignment), to receive additional amounts from the Company with respect to such withholding Tax pursuant to Section 2.18(a), (d) any withholding Taxes attributable to a Lender’s failure to comply with Section 2.18(f) and (e) any withholding Taxes pursuant to FATCA.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and, in each case, any current or future regulation or official interpretations thereof, any agreements entered into pursuant to current Section 1471(b)(1) of the Code (or any amended or successor version described above) and any intergovernmental agreement (and related legislation, official rules or other administrative guidance) implementing the foregoing.

“Federal Funds Effective Rate” means, for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions by depository institutions (as determined in such manner as shall be set forth on the NYFRB’s Website from time to time) and published on the next succeeding business day by the NYFRB as the effective federal funds rate; provided that such rate shall in no event be less than 0.00%.

“Financial Officer” means, with respect to any Person, the chief financial officer, principal accounting officer, treasurer, controller or any assistant treasurer (or the functional equivalent) of such Person.

“FINRA” means the Financial Industry Regulatory Authority.

“Fitch” means Fitch Ratings, Inc., and any successor to its rating agency business.

“Floor” means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification, amendment or renewal of this Agreement or otherwise) with respect to LIBO Rate.

“Foreign Lender” means any Lender that is not a United States person within the meaning of Section 7701(a)(30) of the Code.

“Foreign Subsidiary” means any Subsidiary other than a Domestic Subsidiary.

“Funding Date” means the date, on or after the Effective Date, on which the conditions specified in Section 4.02 are satisfied (or waived in accordance with Section 4.02).

“GAAP” means United States generally accepted accounting principles, applied on a consistent basis, as in effect, subject to Section 1.04, from time to time.

“Governmental Authority” means (a) the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national body exercising such powers or functions, such as the European Union or the European Central Bank) and (b) with regard to any Broker Dealer Subsidiary, any self-regulatory organization or body with supervisory, regulatory or other authority over such Broker Dealer Subsidiary.

“Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness; provided, that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business. The amount, as of any date of determination, of any Guarantee shall be the principal amount outstanding on such date of Indebtedness guaranteed thereby (or, in the case of (i) any Guarantee the terms of which limit the monetary exposure of the guarantor or (ii) any Guarantee of an obligation that does not have a principal amount, the maximum monetary exposure as of such date of the guarantor under such Guarantee (as determined, in the case of clause (i), pursuant to such terms or, in the case of clause (ii), reasonably and in good faith by the chief financial officer of the Company)).

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“Hedging Agreement” means any interest rate protection agreement, foreign currency exchange agreement, commodity price protection agreement or other interest or currency exchange rate or commodity price hedging arrangement.

“IBA” has the meaning set forth in Section 1.06.

“Indebtedness” of any Person means, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person (excluding current accounts payable incurred in the ordinary course of business), (d) all obligations of such Person in respect of the deferred purchase price of property or services (excluding (i) current accounts payable incurred in the ordinary course of business, (ii) deferred compensation payable to directors, officers or employees of such Person or any of its Subsidiaries and (iii) any purchase price adjustment or earnout obligation incurred in connection with any Acquisition (in the case of this clause (iii) until such obligation (A) becomes fixed and determined and (B) has not been paid within 30 days after becoming due and payable)), (e) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (f) all Guarantees by such Person of Indebtedness of others, (g) all Capital Lease Obligations of such Person, (h) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty and (i) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.

“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 the Company under any Loan Document and (b) Other Taxes.

“Indemnitee” has the meaning set forth in Section 9.03(b).

“Index Debt” means senior, unsecured, long-term indebtedness for borrowed money of the Company that is not guaranteed by any other Person or subject to any other credit enhancement.

“Information” has the meaning set forth in Section 9.12(a).

“Interest Election Request” means a request by or on behalf of the Company to convert or continue a Borrowing in accordance with Section 2.08, which shall be substantially in the form of Exhibit C or any other form approved by the Administrative Agent.

“Interest Payment Date” means (a) with respect to any ABR Loan, the last day of each March, June, September and December and (b) with respect to any LIBOR Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a LIBOR Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period.

“Interest Period” means, with respect to any LIBOR Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one, three or, other than in the case of a Tranche 1 Borrowing, six months thereafter (or, if agreed upon by all of the Lenders participating in such Borrowing, any other period thereafter), as the Company may elect; provided that (a) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day and (b) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

“Interpolated Screen Rate” means, with respect to any LIBOR Borrowing for any Interest Period or clause (c) of the definition of the term “Alternate Base Rate”, a rate per annum (rounded to the same number of decimal places as the Screen Rate) determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest error) to be equal to the rate that results from interpolating on a linear basis between (a) the Screen Rate for the longest period for which a Screen Rate is available) that is shorter than the applicable period and (b) the Screen Rate for the shortest period for which a Screen Rate is available that is longer than the applicable period, in each case, as of the time the Interpolated Screen Rate is otherwise required to be determined in accordance with this Agreement; provided that the Interpolated Screen Rate shall in no event be less than 0.00%.

“ISDA Definitions” means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time by the International Swaps and Derivatives Association, Inc. or such successor thereto.

“Itiviti” means Itiviti Holding AB, a company incorporated in Sweden with registered number 559097-5776.

“Itiviti Acquisition” means the acquisition, directly or indirectly through any Subsidiary, by the Company pursuant to the Itiviti Acquisition Agreement of the ordinary and preference shares of Itiviti that represent the entire issued share capital of Itiviti.

“Itiviti Acquisition Agreement” means the Share Purchase Agreement, dated as of March 27, 2021 (together with all schedules or other attachments thereto), entered into between Cidron Delfi S.À R.L., Itiviti Invest V AB, Itiviti Intressenter AB and the individual MIP Sellers referred to therein, as the sellers, Broadridge Sweden Holdings AB (a private limited liability company incorporated under the laws of Sweden and a Subsidiary of the Company) and the Company, as the buyer’s guarantor.

“Itiviti Acquisition Agreement Restricted Modification” has the meaning set forth in Section 4.02(a).

“Itiviti Acquisition Closing Date” means the date of the consummation of the Itiviti Acquisition.

“JPMorgan” means JPMorgan Chase Bank, N.A. and its successors.

“Lender Parent” means, with respect to any Lender, any Person in respect of which such Lender is a subsidiary.

“Lender-Related Person” means the Administrative Agent (and any sub-agent thereof), each Arranger, each Syndication Agent, each Documentation Agent and each Lender, and each Related Party of any of the foregoing Persons.

“Lenders” means the Persons listed on Schedule 2.01 and any other Person that shall have become a party hereto pursuant to an Assignment and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption.

“Leverage Ratio” means, as of the last day of any Test Period, the ratio of (a) Total Indebtedness as of such date to (b) Consolidated EBITDA for such Test Period; provided that, for purposes of determining Total Indebtedness, at any time after the definitive agreement for any Material Specified Acquisition shall have been executed, any Acquisition Indebtedness with respect to such Material Specified Acquisition shall, unless such Material Specified Acquisition shall have been consummated, be disregarded.

“Liabilities” means any losses, claims (including intraparty claims), demands, damages or liabilities of any kind.

“LIBO Rate” means, with respect to any LIBOR Loan for any Interest Period, the Screen Rate as of 11:00 a.m., London time, two Business Days prior to the first day of such Interest Period.

“LIBOR”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted LIBO Rate.

“Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing, but excluding any operating lease) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

“Loan Documents” means this Agreement and, except for purposes of Section 9.02(b), each promissory note delivered pursuant to this Agreement.

“Loans” means the loans made by the Lenders to the Company pursuant to this Agreement.

“Majority in Interest”, when used in reference to Lenders of any Class, means, at any time, Lenders of such Class that would constitute the Required Lenders if such Class was the sole Class of Lenders hereunder.

“Mandatory Restrictions” has the meaning set forth in Section 1.08.

“Material Acquisition” means any Acquisition that involves the payment of consideration (including the assumption of Indebtedness) by the Company and its Subsidiaries in excess of US$500,000,000.

“Material Adverse Effect” means a material adverse effect on (a) the business, assets, operations or financial condition of the Company and the Subsidiaries taken as a whole, (b) the ability of the Company to perform any of its obligations under this Agreement or any other Loan Document or (c) the rights of or benefits available to the Lenders under this Agreement or any other Loan Document.

“Material Disposition” means any sale, transfer or other disposition, or a series of related sales, transfers or other dispositions, by the Company or any of its Subsidiaries of all or substantially all the issued and outstanding Equity Interests in any Person that are owned by the Company and its Subsidiaries or of all or substantially all the assets of (or all or substantially all the assets constituting a business unit, division, product line or line of business of) any Person; provided that the aggregate consideration (including the assumption of Indebtedness by the purchaser or transferee) therefor exceeds US$150,000,000.

“Material Indebtedness” means Indebtedness (other than the Loans), or obligations in respect of one or more Hedging Agreements, of any one or more of the Company and the Subsidiaries in an aggregate principal amount exceeding US$150,000,000. For purposes of determining Material Indebtedness, the “principal amount” of the obligations of the Company or any Subsidiary in respect of any Hedging Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Company or such Subsidiary would be required to pay if such Hedging Agreement were terminated at such time.

“Material Specified Acquisition” means any Acquisition if (a) the sum of the aggregate principal amount of Indebtedness of the Company or any Subsidiary that has been incurred for the purpose of financing, in whole or in part, such Acquisition and any related transactions (including for the purpose of refinancing or replacing all or a portion of any pre-existing Indebtedness of the Persons or assets to be acquired) and the aggregate principal amount of any Indebtedness of the Persons to be acquired in, or to be assumed by the Company or a Subsidiary in connection with, such Acquisition that remains outstanding after giving effect to such Acquisition is US$200,000,000 or more and (b) on a pro forma basis, giving effect to such Acquisition and the related transactions and all incurrences and repayments of Indebtedness in connection therewith, the Leverage Ratio, determined as of the last day of the Test Period most recently ended on or prior to the consummation of such Acquisition, would increase compared to the Leverage Ratio as of such day but without giving pro forma effect thereto.

“Material Subsidiary” means (a) any Subsidiary that directly or indirectly owns any Equity Interest in or Controls any Material Subsidiary, (b) any Material Broker Dealer Subsidiary (as defined below) and (c) any other Subsidiary (i) the revenues of which for the most recent Test Period were greater than 5.0% of the Company’s total consolidated revenues for such period or (ii) the assets of which as of the end of the most recent Test Period were greater than 5.0% of the Company’s total consolidated assets as of such date; provided that if at any time the aggregate amount of the revenues or assets of all Subsidiaries that are not Material Subsidiaries for or as of the end of any Test Period exceeds 10% of the Company’s consolidated total revenues for such period or 10% of the Company’s consolidated total assets as of the end of such period, then one or more of such Subsidiaries shall for all purposes of this Agreement be deemed to be Material Subsidiaries in descending order based on the amounts of their total revenues or total assets, as the case may be, until such excess shall have been eliminated. For the purposes of this definition, (A) “Material Broker Dealer Subsidiary” means any Broker Dealer Subsidiary (1) the revenues of which for the most recent Test Period were greater than 1.0% of the Company’s total consolidated revenues for such period or (2) the assets of which as of the end of the most recent Test Period were greater than 1.0% of the Company’s total consolidated assets as of such date, and (B) revenues and assets of any Subsidiary of the Company which are recorded in a foreign currency in the Company’s financial statements shall be converted into US Dollars using the exchange rates used in preparation of the Company’s most recent financial statements delivered pursuant to Section 5.01 (or, prior to the first such delivery, the Company’s financial statements as of and for the fiscal quarter ended December 31, 2020) or, if no applicable exchange rate was used in such financial statements, at a rate determined in accordance with GAAP.

“Maturity Date” means the Tranche 1 Maturity Date or the Tranche 2 Maturity Date, as applicable.

“Maximum Rate” has the meaning set forth in Section 9.13.

“MNPI” means material information concerning the Company, any Subsidiary or any of their respective securities that has not been disseminated in a manner making it available to investors generally, within the meaning of Regulation FD under the Exchange Act. For purposes of this definition, “material information” means information concerning the Company, any Subsidiary or any of their respective securities that could reasonably be expected to be material with respect to the Company and its Subsidiaries, taken as a whole, or their respective securities for purposes of the United States federal and state securities laws.

“Moody’s” means Moody’s Investors Service, Inc., and any successor to its rating agency business.

“Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“Net Cash Proceeds” means:

(a) with respect to any Debt Incurrence, the cash proceeds actually received by the Company or any Subsidiary (or for purposes of any required reduction in the Tranche 1 Commitments prior to the Funding Date, received into escrow where the conditions to release from escrow thereunder are no less favorable to the Company or are more favorable to the Company than the conditions set forth herein in Section 4.02, as determined in good faith by the Company) in connection with such Debt Incurrence, net of the sum, without duplication, of all underwriting or issuance discounts and commissions, attorneys’ fees, investment banking fees, accountants’ fees and other reasonable fees and expenses incurred by the Company or any Subsidiary in connection therewith;

(b) with respect to any Equity Issuance, the cash proceeds actually received by the Company in connection with such Equity Issuance, net of the sum, without duplication, of all underwriting or issuance discounts and commissions, attorneys’ fees, investment banking fees, accountants’ fees and other reasonable fees and expenses incurred by the Company in connection therewith; and

(c) with respect to any sale, transfer or other disposition of any assets of the Company or any Subsidiary, the cash proceeds actually received by the Company or any Subsidiary in connection with such transaction (including any such cash proceeds received by way of deferred payment of principal pursuant to, or by monetization of, a note receivable or otherwise, but only as and when received), net of the sum, without duplication, of (i) the amount of all payments (including any premiums or penalties) required to be made by the Company or any of the Subsidiaries as a result of such transaction to repay Indebtedness secured by a Lien on such assets and subject to mandatory prepayment as a result of such transaction, (ii) all attorneys’ fees, investment banking fees, accountants’ fees and other reasonable fees and expenses actually incurred by the Company or the Subsidiaries in connection with such transaction, (iii) Taxes paid or reasonably estimated by the Company to be payable by the Company or any Subsidiary as a result of such transaction and (iv) the amount of any reserves established by the Company in accordance with GAAP to fund purchase price adjustment, indemnities and other liabilities, contingent or otherwise, reasonably estimated by the Company to be payable by the Company or any Subsidiary in connection with such transaction, provided that if a reserve established with respect to any transaction as described in this clause (iv) shall be reduced, the amount of such reduction shall, except to the extent such reduction is made as a result of a payment having been made in respect of the contingent liabilities with respect to which such reserve has been established, be deemed to be receipt, on the date of such reduction, of Net Cash Proceeds in respect of such transaction; provided, further, that if the Company shall, prior to the date of any required reduction in the Commitments or the date of any required prepayment of Loans as set forth herein, deliver to the Administrative Agent a written notice to the effect that the Company and the Subsidiaries intend to reinvest any such cash proceeds that would otherwise constitute Net Cash Proceeds under this clause (c) within 180 days of the actual receipt thereof in assets (other than cash or cash equivalents and inventory, but including consummation of an Acquisition) used or useful in the business of the Company and/or its Subsidiaries (the amount of such cash proceeds so specified in such notice being referred to as a “Reinvestment Amount”), then such Reinvestment Amount shall not constitute Net Cash Proceeds under this clause (c) until, and then, only to the extent that, such Reinvestment Amount is not so reinvested within 180 days following the date of the actual receipt of such cash proceeds (or, if committed to be so reinvested within such 180-day period, within 270 days following the date of the actual receipt of such cash proceeds), at which time such cash proceeds shall then be deemed to have been received at such time to such extent and shall constitute Net Cash Proceeds.

“Non-Consenting Lender” means any Lender that withholds its consent to any proposed amendment, waiver or other modification of any Loan Documents that cannot become effective without the consent of such Lender under Section 9.02, and that has been consented to by the Required Lenders (or, in circumstances where Section 9.02 does not require the consent of the Required Lenders as a result of clause (B) of the second proviso in Section 9.02(b), a Majority in Interest of the Lenders of the affected Class).

“NYFRB” means the Federal Reserve Bank of New York.

“NYFRB Rate” means, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight Bank Funding Rate in effect on such day (or for any day that is not a Business Day, for the immediately preceding Business Day); provided that if none of such rates are published for any day that is a Business Day, the term “NYFRB Rate” means the rate for a federal funds transaction quoted at 11:00 a.m., New York City time, on such day received by the Administrative Agent from a federal funds broker of recognized standing selected by it; provided further that the NYFRB Rate shall in no event be less than 0.00%.

“NYFRB’s Website” means the website of the NYFRB at http://www.newyorkfed.org, or any successor source.

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

“Other Taxes” means any and all present or future recording, stamp, court, documentary, filing, intangible or similar Taxes arising from any payment made under any Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment, participation or change in lending office (other than an assignment under Section 2.20(b) or a change in lending office under Section 2.20(a)).

“Overnight Bank Funding Rate” means, for any day, the rate comprised of both overnight federal funds and overnight Eurodollar borrowings by U.S.-managed banking offices of depository institutions, as such composite rate shall be determined by the NYFRB as set forth on the NYFRB’s Website from time to time, and published on the next succeeding business day as an Overnight Bank Funding Rate; provided that such rate shall in no event be less than 0.00%.

“Participant” has the meaning set forth in Section 9.04(g).

“Participant Register” has the meaning set forth in Section 9.04(g).

“Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. No. 107-56 (signed into law October 26, 2001)).

“Payment” has the meaning set forth in Article VIII.

“Payment Notice” has the meaning set forth in Article VIII.

“PBGC” means the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA or any successor.

“Permitted Encumbrances” means:

(a) Liens imposed by law for Taxes, assessments or other governmental charges or levies (other than any Lien arising under ERISA or other laws to secure retirement or other benefits) that are not yet due or are being contested in compliance with Section 5.04;

(b) landlords’, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than 30 days or are being contested in good faith;

(c) pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations;

(d) deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business;

(e) judgment liens; and

(f) easements, zoning restrictions, rights-of-way, minor defects or other irregularities in title and other similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure obligations that are substantial in amount and do not materially detract from the value of the affected property or materially interfere with the ordinary conduct of business of the Company or any Subsidiary;

provided that the term “Permitted Encumbrances” shall not include any Lien securing Indebtedness or any Lien in favor of the PBGC.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Plan” means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which the Company or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“Prime Rate” means the rate of interest last quoted by The Wall Street Journal as the “prime rate” in the United States or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Board of Governors in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Administrative Agent in its reasonable discretion) or any similar release by the Board of Governors (as determined by the Administrative Agent in its reasonable discretion). Each change in the Prime Rate shall be effective from and including the date such change is publicly announced or quoted as being effective.

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

“Rating Agencies” means Moody’s, S&P and Fitch.

“Ratings” means the ratings from time to time established by the Rating Agencies for the Index Debt.

“Reduction/Prepayment Event” means:

(a) any Debt Incurrence;

(b) any Equity Issuance; and

(c) any sale, transfer or other disposition of assets (including pursuant to a Sale and Leaseback Transaction or by way of a merger, consolidation or amalgamation) of assets by the Company or any of the Subsidiaries after the Effective Date, including any issuance or sale of Equity Interest in any Subsidiary to a Person other than the Company or any of the Subsidiaries, but excluding (i) sales, transfers and other dispositions between or among the Company and the Subsidiaries, (ii) any sale, transfer or other disposition of assets in the ordinary course of business of the Company and the Subsidiaries, (iii) any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any assets of the Company or any of the Subsidiaries and (iv) other sales, transfers or other dispositions the Net Cash Proceeds of which to the Company and the Subsidiaries do not exceed US$50,000,000 in any transaction or series of related transactions.

“Reference Time” with respect to any setting of the then-current Benchmark means (a) if such Benchmark is LIBO Rate, 11:00 a.m., London time, on the day that is two London banking days preceding the date of such setting, and (b) if such Benchmark is not LIBO Rate, the time determined by the Administrative Agent in its reasonable discretion.

“Register” has the meaning set forth in Section 9.04(e).

“Regulation D” means Regulation D of the Board of Governors as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Regulation T” means Regulation T of the Board of Governors as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Regulation U” means Regulation U of the Board of Governors as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Regulation X” means Regulation X of the Board of Governors as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Reinvestment Amount” has the meaning set forth in the definition of “Net Cash Proceeds”.

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

“Relevant Governmental Body” means the Board of Governors or the NYFRB, or a committee officially endorsed or convened by the Board of Governors or the NYFRB, or any successor thereto.

“Required Lenders” means, at any time, Lenders having Loans and Commitments representing more than 50% of aggregate principal amount of all the Loans outstanding and all the Commitments in effect at such time.

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

“Responsible Officer” means any of the chief executive officer, chief operating officer, chief financial officer, general counsel or the treasurer or controller (or any equivalent of the foregoing officers) of the Company.

“Restricted Lender” has the meaning assigned to such term in Section 1.08.

“Reuters” means Thomson Reuters Corporation, a corporation incorporated under and governed by the Business Corporations Act (Ontario), Canada, Refinitiv or, in each case, a successor thereto.

“Revolver Borrowing Subsidiary” means, at any time, each Subsidiary that is a Borrowing Subsidiary under, and as defined in, the Revolving Credit Agreement at such time.

“Revolving Credit Agreement” means the Amended and Restated Credit Agreement dated as of March 18, 2019, among the Company, the borrowing subsidiaries party thereto from time to time, the lenders from time to time party thereto and JPMorgan, as administrative agent, as amended, restated, amended and restated, supplemented or otherwise modified, replaced or refinanced from time to time.

“S&P” means S&P Global Ratings, a division of S&P Global Inc., and any successor to its rating agency business.

“Sale and Leaseback Transaction” means any arrangement whereby the Company or a Subsidiary, directly or indirectly, shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property which it intends to use for substantially the same purpose or purposes as the property being sold or transferred.

“Sanctioned Country” means, at any time, a country, region or territory that is at such time itself the subject or target of any Sanctions (at the date of this Agreement, Crimea, Cuba, Iran, North Korea and Syria).

“Sanctioned Person” means, at any time, (a) any Person that is the subject of Sanctions, (b) any Person operating, organized or resident in a Sanctioned Country with which or whom dealings are prohibited for any party hereto or (c) any Person 50% or more owned by any such Person or Persons with which or whom dealings are prohibited for any party hereto.

“Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury 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.

“Screen Rate” means, in respect of the LIBO Rate for any Interest Period, or in respect of any determination of the Alternate Base Rate pursuant to clause (c) of the definition thereof, a rate per annum equal to the London interbank offered rate as administered by the ICE Benchmark Administration (or any other Person that takes over the administration of such rate) for deposits in US Dollars (for delivery on the first day of such Interest Period) with a term equivalent to the relevant period as displayed on the Reuters screen page that displays such rate (currently Reuters Screen Page LIBOR01 or LIBOR02) (or, in the event such rate does not appear on a page of the Reuters screen, on the appropriate page of such other information service that publishes such rate as shall be selected by the Administrative Agent from time to time in its reasonable discretion); provided that (a) if no Screen Rate shall be available for a particular period at such time but Screen Rates shall be available for periods both longer and shorter than such period at such time, then the Screen Rate for such period shall be the Interpolated Screen Rate as of such time and (b) notwithstanding the foregoing, if the Screen Rate, determined as provided above, would otherwise be less than 0.00%, then the Screen Rate shall be deemed to be 0.00%for all purposes.

“SEC” means the Securities and Exchange Commission.

“Securities Act” means the United States Securities Exchange Act of 1933, as amended.

“SIPC” means the Securities Investor Protection Corporation.

“SOFR” means, with respect to any Business Day, a rate per annum equal to the secured overnight financing rate for such Business Day published by the SOFR Administrator on the SOFR Administrator’s Website on the immediately succeeding Business Day.

“SOFR Administrator” means the NYFRB (or a successor administrator of the secured overnight financing rate).

“SOFR Administrator’s Website” means the NYFRB’s Website, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.

“Specified Permitted Lender” means (a) any Lender and (b) any Person that is a Lender under, and as defined in, the Revolving Credit Agreement as of the Effective Date.

“Specified Provision” has the meaning set forth in Section 1.08.

“Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board of Governors to which the Administrative Agent is subject for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D). Such reserve percentages shall include those imposed pursuant to Regulation D. LIBOR Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

“subsidiary” means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

“Subsidiary” means any subsidiary of the Company.

“Syndication Agents” means Bank of America, N.A. and Wells Fargo Bank, National Association, in their capacities as syndication agents with respect to the credit facilities established hereunder.

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

“Term SOFR” means, for the applicable Corresponding Tenor as of the applicable Reference Time, the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.

“Term SOFR Notice” means a notification by the Administrative Agent to the Lenders and the Company of the occurrence of a Term SOFR Transition Event.

“Term SOFR Transition Event” means the determination by the Administrative Agent that (a) Term SOFR has been recommended for use by the Relevant Governmental Body, (b) the administration of Term SOFR is administratively feasible for the Administrative Agent and (c) a Benchmark Transition Event or an Early Opt-In Election, as applicable, has previously occurred resulting in a Benchmark Replacement in accordance with Section 2.15(b) that is not Term SOFR.

“Test Period” means, on any date of determination, the period of four consecutive fiscal quarters of the Company most recently ended on or prior to such date for which financial statements have been delivered, or are required to have been delivered, pursuant to Section 5.01(a) or 5.01(b) (or, prior to the first such delivery, the period of four consecutive fiscal quarters of the Company ended on December 31, 2020).

“Ticking Fee” means the Tranche 1 Ticking Fee or the Tranche 2 Ticking Fee.

“Ticking Fee Accrual Period” means the Tranche 1 Ticking Fee Accrual Period or the Tranche 2 Ticking Fee Accrual Period.

“Total Indebtedness” means, at any date, the sum of the aggregate principal amount of Indebtedness of the Company and the Subsidiaries outstanding as of such date that would be reflected on a balance sheet prepared as of such date on a consolidated basis in accordance with GAAP.

“Tranche 1 Borrowing” means a Borrowing comprised of Tranche 1 Loans.

“Tranche 1 Commitment” means, with respect to each Lender, the commitment, if any, of such Lender to make a Tranche 1 Loan on the Funding Date, expressed as an amount representing the maximum principal amount of the Tranche 1 Loan to be made by such Lender hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.09 or (b) increased or reduced pursuant to assignments by or to such Lender pursuant to Section 9.04. The initial amount of each Lender’s Tranche 1 Commitment is set forth under the heading “Tranche 1 Commitments” on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender shall have acquired its Tranche 1 Commitment, as applicable. The aggregate amount of the Tranche 1 Commitments on the Effective Date is US$1,000,000,000.

“Tranche 1 Lender” means a Lender with a Tranche 1 Commitment or a Tranche 1 Loan.

“Tranche 1 Loan” means a Loan made pursuant to Section 2.01(a).

“Tranche 1 Maturity Date” means the date that is 18 months after the Funding Date; provided that if such date shall not be a Business Day, then the “Tranche 1 Maturity Date” shall be the immediately succeeding Business Day.

“Tranche 1 Ticking Fee” has the meaning set forth in Section 2.13.

“Tranche 1 Ticking Fee Accrual Period” has the meaning set forth in Section 2.13.

“Tranche 2 Borrowing” means a Borrowing comprised of Tranche 2 Loans.

“Tranche 2 Commitment” means, with respect to each Lender, the commitment, if any, of such Lender to make a Tranche 2 Loan on the Funding Date, expressed as an amount representing the maximum principal amount of the Tranche 2 Loan to be made by such Lender hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.09 or (b) increased or reduced pursuant to assignments by or to such Lender pursuant to Section 9.04. The initial amount of each Lender’s Tranche 2 Commitment is set forth under the heading “Tranche 2 Commitments” on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender shall have acquired its Tranche 2 Commitment, as applicable. The aggregate amount of the Tranche 2 Commitments on the Effective Date is US$1,550,000,000.

“Tranche 2 Lender” means a Lender with a Tranche 2 Commitment or a Tranche 2 Loan.

“Tranche 2 Loan” means a Loan made pursuant to Section 2.01(b).

“Tranche 2 Maturity Date” means the third anniversary of the Funding Date; provided that if such date shall not be a Business Day, then the “Tranche 2 Maturity Date” shall be the immediately succeeding Business Day.

“Tranche 2 Ticking Fee” has the meaning set forth in Section 2.13.

“Tranche 2 Ticking Fee Accrual Period” has the meaning set forth in Section 2.13.

“Transactions” means (a) the execution, delivery and performance by the Company of the Loan Documents and the borrowing of Loans hereunder and (b) the payment of the fees and expenses related to each of the foregoing.

“Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Adjusted LIBO Rate or the Alternate Base Rate.

“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from 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.

“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 applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

“US Dollars” or “US$” means the lawful currency of the United States of America.

“US Person” means a “United States person” as defined in Section 7701(a)(30) of the Code.

“US Tax Certificate” has the meaning set forth in Section 2.18(f)(ii)(D).

“wholly owned” means, as to any Subsidiary, that all the Equity Interests of such Subsidiary (other than directors’ qualifying shares and other nominal amounts of Equity Interests that are required to be held by other Persons under applicable law) are owned, directly or indirectly, by the Company.

“Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

“Withholding Agent” means the Company 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 1.02. Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a “Tranche 1 Loan”) or by Type (e.g., a “LIBOR Loan”) or by Class and Type (e.g., a “LIBOR Tranche 1 Loan”). Borrowings also may be classified and referred to by Class (e.g., a “Tranche 1 Borrowing”) or by Type (e.g., a “LIBOR Borrowing”) or by Class and Type (e.g., a “LIBOR Tranche 1 Borrowing”).

SECTION 1.03. Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all real and personal, tangible and intangible assets and properties, including cash, securities, accounts and contract rights. The word “law” shall be construed as referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply), and all judgments, orders, writs and decrees, of all Governmental Authorities. Unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other document herein (including this Agreement, the other Loan Documents and the Itiviti Acquisition Agreement) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority, any other Governmental Authority that shall have succeeded to any or all functions thereof, (c) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), (d) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof and (e) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement.

SECTION 1.04. Accounting Terms; GAAP; Pro Forma Computations. (a) Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that (i) if the Company notifies the Administrative Agent that the Company requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision, or if the Administrative Agent notifies the Company that the Required Lenders request an amendment to any provision hereof for such purpose, regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision shall have been amended in accordance herewith and, following the delivery of any such notice, the Company, the Administrative Agent and the Lenders will negotiate in good faith to amend this Agreement to eliminate the effect of any such change, and (ii) notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to (A) any election under Accounting Standards Codification 825-10-25 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness of the Company or any of its Subsidiaries at “fair value”, as defined therein, (B) any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof, (C) any valuation of Indebtedness below its full stated principal amount as a result of the application of Accounting Standards Update 2015-03, Interest, issued by the Financial Accounting Standards Board, it being agreed that Indebtedness shall at all times be valued at the full stated principal amount thereof, and (D) any change in accounting for leases pursuant to GAAP occurring after December 31, 2015, if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) would not have been required to be so treated under GAAP as in effect prior to December 31, 2015. For purposes hereof, the value of any preferred stock or other preferred equity interests in any Subsidiary shall be, as of any date of determination, the greater of (i) the maximum aggregate amount that would be payable upon maturity, redemption or repurchase thereof and (ii) the maximum liquidation preference of such preferred stock or other preferred equity interests.

(b) All pro forma computations required to be made hereunder giving effect to any Material Acquisition or Material Disposition shall reflect on a pro forma basis such event as if it occurred on the first day of the relevant period and, to the extent applicable, the historical earnings and cash flows associated with the assets acquired or disposed of for such relevant period and any related incurrence or reduction of Indebtedness for such relevant period, all in accordance with Article 11 of Regulation S-X under the Securities Act. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Hedging Agreement applicable to such Indebtedness if such Hedging Agreement has a remaining term in excess of 12 months).

SECTION 1.05. Currency Translation. For purposes of any determination under Article VI (other than Section 6.07) or Article VII and the definitions employed therein, all amounts incurred, outstanding or proposed to be incurred or outstanding in currencies other than US Dollars shall be translated into US Dollars at currency exchange rates in effect on the date of such determination (as reasonably determined by the Company). For purposes of Section 6.07, amounts in currencies other than US Dollars shall be translated into US Dollars at the currency exchange rates used in preparing the Company’s most recent annual and quarterly financial statements.

SECTION 1.06. Interest Rates; LIBOR Notification. The interest rate on LIBOR Loans is determined by reference to the LIBO Rate, 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 UK 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 LIBOR 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. Upon the occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-In Election, Section 2.15(b) provides a mechanism for determining an alternative rate of interest. The Administrative Agent will promptly notify the Company, pursuant to Section 2.15(b), of any change to the reference rate upon which the interest rate on LIBOR 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 Screen Rate or with respect to any alternative or successor rate thereto, or replacement rate thereof, including, without limitation, (a) any such alternative, successor or replacement rate implemented pursuant to Section 2.15(b), whether upon the occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-In Election, and (b) the implementation of any Benchmark Replacement Conforming Changes pursuant to Section 2.15(b), including, without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence of, the LIBO Rate or have the same volume or liquidity as did the London interbank offered rate prior to its discontinuance or unavailability.

SECTION 1.07. 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) (each, a “Division”): (a) if any asset, right, obligation or liability of any Person (the “Dividing 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 and acquired on the first date of its existence by the holders of its Equity Interests at such time.

SECTION 1.08. Blocking Regulation. In relation to any Lender that is subject to the regulations referred to below (each, a “Restricted Lender”), any representation, warranty or covenant set forth herein that refers to Sanctions (each, a “Specified Provision”) shall only apply for the benefit of such Restricted Lender to the extent that such Specified Provision would not result in a violation of, conflict with or liability under Council Regulation (EC) 2271/96 (or any law implementing such regulation in any member state of the European Union), as amended, or any similar blocking or anti-boycott law in Germany (including, in the case of Germany, section 7 foreign trade rules (Auβenwirtschaftsverordnung – AWV) in connection with section 4 paragraph 1 foreign trade law (Auβenwirtschaftsgesetz – AWG)) or in the United Kingdom (the “Mandatory Restrictions”). In the event of any consent or direction by Lenders in respect of any Specified Provision of which a Restricted Lender does not have the benefit due to a Mandatory Restriction, then, notwithstanding anything to the contrary in the definition of Required Lenders, for so long as such Restricted Lender shall be subject to a Mandatory Restriction, the Commitment and Loans of such Restricted Lender will be disregarded for the purpose of determining whether the requisite consent of the Lenders has been obtained or direction by the requisite Lenders has been made, it being agreed, however, that, unless, in connection with any such determination, the Administrative Agent shall have received written notice from any Lender stating that such Lender is a Restricted Lender with respect thereto, each Lender shall be presumed, in connection with such determination, not to be a Restricted Lender.

SECTION 1.09. Most Favored Nation Provision. In the event the Revolving Credit Agreement shall contain (a) any negative or financial covenant or any event of default that is either more restrictive (or more favorable to the lenders thereunder) than the corresponding negative or financial covenant or event of default set forth in this Agreement or is not comparable to any negative or financial covenant or event of default set forth in this Agreement or (b) any requirement that any Subsidiary of the Company guarantee any obligations of the Company under the Revolving Credit Agreement, then, in each case, this Agreement shall automatically be deemed to have been amended to incorporate such restrictive or financial covenant or event of default or such requirement, mutatis mutandis, as if set forth fully herein, without any further action required on the part of any Person. The Company shall give prompt written notice to the Administrative Agent of the effectiveness of any such automatic amendment to this Agreement, providing to the Administrative Agent true and complete copies of the Revolving Credit Agreement, and shall execute any and all further documents and agreements, including amendments hereto, and take (and, if applicable, cause its Subsidiaries to take) all such further actions, as shall be reasonably requested by the Administrative Agent to evidence such automatic amendment. Failure by the Company or any Subsidiary to observe or perform any such incorporated negative or financial covenant described in clause (a) above shall constitute an Event of Default under clause (d) of Article VII. Failure by the Company or any Subsidiary to observe any such incorporated requirement described in clause (b) above shall, after giving effect to any applicable grace periods, constitute an Event of Default under clause (e) of Article VII.

SECTION 1.10. Effectuation of Transactions. All references herein to the Company and the Subsidiaries on the Itiviti Acquisition Closing Date shall be deemed to be references to such Persons, and all of the representations and warranties of the Company contained in this Agreement shall be deemed made on the Itiviti Acquisition Closing Date, in each case, after giving effect to the Itiviti Acquisition and the related transactions consummated on such date, unless the context otherwise expressly requires.

ARTICLE II

The Credits

SECTION 2.01. Commitments. Subject to the terms and conditions set forth herein, each Lender agrees (a) to make a Tranche 1 Loan to the Company, denominated in US Dollars, on the Funding Date in a principal amount not exceeding its Tranche 1 Loan Commitment and (b) to make a Tranche 2 Loan to the Company, denominated in US Dollars, on the Funding Date in a principal amount not exceeding its Tranche 2 Commitment. Amounts repaid or prepaid in respect of any Loan may not be reborrowed.

SECTION 2.02. Loans and Borrowings. (a) Each Loan shall be made as part of a Borrowing consisting of Loans of the same Class and Type made by the Lenders ratably in accordance with their respective Commitments of the applicable Class. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required.

(b) Subject to Section 2.15, each Borrowing shall be comprised entirely of ABR Loans or LIBOR Loans, as the Company may request in accordance herewith. Each Lender at its option may make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Company to repay such Loan in accordance with the terms of this Agreement.

(c) At the commencement of each Interest Period for any LIBOR Borrowing, and at the time that each ABR Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of US$1,000,000 and not less than US$5,000,000; provided that a LIBOR Borrowing that results from a continuation of an outstanding Borrowing may be in an aggregate amount that is equal to such outstanding Borrowing. Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of 15 LIBOR Borrowings outstanding.

(d) Notwithstanding any other provision of this Agreement, the Company shall not be entitled to request, or to convert any Borrowing to or to continue any Borrowing as, a LIBOR Borrowing if the Interest Period requested with respect thereto would end after the applicable Maturity Date.

SECTION 2.03. Requests for Borrowings. To request a borrowing of Loans, the Company shall submit to the Administrative Agent, by fax or email (in .pdf or .tif format), a completed Borrowing Request signed by a Responsible Officer of the Company (a) in the case of a LIBOR Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the Funding Date or (b) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, on the Funding Date. Each Borrowing Request shall be irrevocable (except that, at the Company’s election, it may be conditioned on the consummation (or substantially concurrent consummation) of the Itiviti Acquisition). Each Borrowing Request shall specify the following information in compliance with Section 2.02:

(i) the principal amount of such Borrowing;

(ii) the date of such Borrowing, which shall be a Business Day;

(iii) whether such Borrowing is to be a Tranche 1 Borrowing or a Tranche 2 Borrowing;

(iv) whether such Borrowing is to be an ABR Borrowing or LIBOR Borrowing;

(v) in the case of a LIBOR Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and

(vi) the location and number of the Company’s account (or such other account as shall be reasonably satisfactory to the Administrative Agent) to which funds are to be disbursed.

If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested LIBOR Borrowing, then the Company shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each applicable Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

SECTION 2.04. [Reserved.]

SECTION 2.05. [Reserved.]

SECTION 2.06. [Reserved.]

SECTION 2.07. Funding of Borrowings. (a) Each Lender shall make each Loan to be made by it hereunder on the Funding Date by wire transfer of immediately available funds in US Dollars (i) in the case of an ABR Borrowing, by 1:00 p.m., New York City time and (ii) in the case of a LIBOR Borrowing, by 12:00 noon, New York City time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. The Administrative Agent will make such Loans available to the Company by promptly remitting the amounts so received, in like funds, to such account as shall be designated in the Borrowing Request.

(b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed time of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with paragraph (a) of this Section and may, in reliance upon such assumption, make available to the Company a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Company severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Company to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of (x) the NYFRB Rate and (y) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of the Company, the interest rate applicable to such Borrowing. If the Company and such Lender shall both pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Company the amount of such interest paid by the Company for such period. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Company shall be without prejudice to any claim the Company may have against a Lender that shall have failed to make such payment to the Administrative Agent.

SECTION 2.08. Interest Elections. (a) Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a LIBOR Borrowing, shall have an initial Interest Period as specified in such Borrowing Request or as otherwise provided in Section 2.03. Thereafter, the Company may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a LIBOR Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Company may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing.

(b) To make an election pursuant to this Section, the Company shall submit to the Administrative Agent, by fax or email (in .pdf or .tif format), a completed Interest Election Request signed by a Responsible Officer of the Company by the time that a Borrowing Request would be required under Section 2.03 if the Company were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such interest Election Request shall be irrevocable. Notwithstanding any other provision of this Section, the Company shall not be permitted to (i) elect an Interest Period for LIBOR Loans that does not comply with Section 2.02(d) or (ii) convert any Borrowing to a Borrowing of a different Class.

(c) Each Interest Election Request shall specify the following information in compliance with Section 2.02 and paragraph (b) of this Section:

(i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);

(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;

(iii) whether the resulting Borrowing is to be an ABR Borrowing or LIBOR Borrowing; and

(iv) if the resulting Borrowing is a LIBOR Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”.

If any such Interest Election Request requests a LIBOR Borrowing but does not specify an Interest Period, then the Company shall be deemed to have selected an Interest Period of one month’s duration.

(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the applicable Class of the details thereof and of such Lender’s portion of each resulting Borrowing.

(e) If the Company fails to deliver a timely Interest Election Request with respect to a LIBOR Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Majority in Interest of Lenders of any Class, so notifies the Company (provided that no such notice shall be required in the case of any Event of Default under clause (h) or (i) of Article VII with respect to the Company), then, so long as an Event of Default is continuing (i) no outstanding Borrowing of such Class may be converted to or continued as a LIBOR Borrowing of such Class and (ii) unless repaid, each LIBOR Borrowing shall, at the end of the Interest Period applicable thereto, be converted to an ABR Borrowing.

SECTION 2.09. Termination or Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche 1 Commitment of each Tranche 1 Lender shall automatically terminate on the earlier of (A) immediately after the making of the Tranche 1 Loan by such Tranche 1 Lender on the Funding Date and (B) the Commitment Termination Date and (ii) the Tranche 2 Commitment of each Tranche 2 Lender shall automatically terminate on the earlier of (A) immediately after the making of the Tranche 2 Loan by such Tranche 2 Lender on the Funding Date and (B) the Commitment Termination Date.

(b) The Company may at any time terminate or, from time to time, permanently reduce, the Commitments of any Class; provided that each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of US$1,000,000 and not less than US$5,000,000.

(c) In the event and on each occasion that, after the Effective Date and prior to the termination of all the Tranche 1 Commitments, the Company or any Subsidiary receives any Net Cash Proceeds in respect of a Reduction/Prepayment Event, the Commitments shall, effective on the date of (or, in the case of a Reduction/Prepayment Event referred to in clause (c) of the definition of such term, on the seventh Business Day after) the receipt of such Net Cash Proceeds by the Company or any Subsidiary, automatically and permanently reduce by an amount equal to 100% of such Net Cash Proceeds (or, if less, by an amount equal to the aggregate amount of the Tranche 1 Commitments then in effect), with such reduction to be allocated, as between different Classes of Commitments, in such manner as shall be specified by the Company in the notice delivered with respect thereto in accordance with paragraph (d) of this Section (or, if such notice shall not have been delivered on or prior to the date of the receipt of such Net Cash Proceeds (or shall not specify an allocation), shall be allocated in full to the Tranche 1 Commitments); provided that in no event shall the aggregate amount of all the reductions in the Commitments effected pursuant to this paragraph exceed US$1,000,000,000.

(d) The Company shall notify the Administrative Agent by fax or email of (i) any election to terminate or reduce the Commitments of any Class under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction and (ii) any reduction of the Commitments under paragraph (c) of this Section no later than the effective date of such reduction, in each case, specifying such election or reduction (including, if applicable, the allocation of such reduction between different Classes of Commitments) and the effective date thereof and, in the case of any such reduction, providing a reasonably detailed calculation of the amount thereof. The Company shall provide the Administrative Agent prompt written notice of the occurrence of the Commitment Termination Date (other than on account of clause (a) of the definition of such term). Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Company pursuant to this Section shall be irrevocable; provided that a notice of termination or reduction of any of the Commitments delivered by the Company may state that such notice is conditioned upon the effectiveness of other credit facilities, issuance of debt or equity securities, or the occurrence of any other event specified therein, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the applicable Lenders in accordance with their respective Commitments of such Class.

SECTION 2.10. [Reserved].

SECTION 2.11. Repayment of Loans; Evidence of Debt. (a) The Company hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Tranche 1 Lender the then unpaid principal amount of the Tranche 1 Loan made by such Lender on the Tranche 1 Maturity Date and (ii) to the Administrative Agent for the account of each Tranche 2 Lender the then unpaid principal amount of the Tranche 2 Loan made by such Lender on the Tranche 2 Maturity Date.

(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of the Company to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

(c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and, if applicable, the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Company to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.

(d) The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Company to repay the Loans or pay any other amounts due hereunder in accordance with the terms of this Agreement.

(e) Any Lender may request that the Loans made by it be evidenced by a promissory note. In such event, the Company shall prepare, execute and deliver to such Lender such a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in substantially the form attached hereto as Exhibit D. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the payee named therein (or to such payee and its registered assigns).

SECTION 2.12. Prepayment of Loans. (a) The Company shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty (but subject to Section 2.17), subject to the requirements of this Section.

(b) In the event and on each occasion that, after the making of the Loans on the Funding Date and prior to the repayment or prepayment in full of all the Tranche 1 Loans, the Company or any Subsidiary receives any Net Cash Proceeds in respect of a Reduction/Prepayment Event, the Company shall, on or prior to the third Business Day (or, in the case of a Reduction/Prepayment Event referred to in clause (c) of the definition of such term, on or prior to the seventh Business Day) after the receipt of such Net Cash Proceeds by the Company or any Subsidiary, prepay Borrowings in an amount equal to the lesser of (i) the aggregate principal amount of the Tranche 1 Loans then outstanding and (ii) 100% of such Net Cash Proceeds, which prepayments shall, for the avoidance of doubt, be allocated as between different Classes of Borrowings, in such manner as shall be specified by the Company in the notice delivered with respect thereto in accordance with paragraphs (d) and (e) of this Section; provided that in no event shall the aggregate amount of the prepayments required by this Section 2.12(b), when taken together with the aggregate amount of the reductions in the Commitments effected pursuant to Section 2.09(c), exceed US$1,000,000,000.

(c) If the Funding Date occurs prior to the Itiviti Acquisition Closing Date, the Company shall prepay the entire outstanding principal amount of all the Loans on the earliest of (i) if the Itiviti Acquisition Closing Date shall not have occurred on or prior to the 12th day after the Funding Date, the day that is three Business Days after such 12th day, (ii) if the Itiviti Acquisition Closing Date shall not have occurred on or prior to June 15, 2021, the third Business Day thereafter and (iii) if the Itiviti Acquisition Agreement shall have been terminated in accordance with the terms thereof prior to the Itiviti Acquisition Closing Date, the third Business Day after such termination.

(d) Prior to any optional prepayment under paragraph (a) of this Section or any mandatory prepayment under paragraph (b) of this Section, the Company shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (e) of this Section.

(e) The Company shall notify the Administrative Agent by fax or email of any prepayment hereunder (i) in the case of a LIBOR Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment, or (ii) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, on the date of prepayment (or, in the case of any prepayment under paragraph (b) or (c) of this Section, such later time prior to the required prepayment thereof as shall be reasonably practicable under the circumstances). Each such notice shall be irrevocable and shall specify the prepayment date, and in the case of a prepayment under paragraph (a) or (b) of this Section, the principal amount of each Borrowing or portion thereof to be prepaid; provided that a notice of prepayment under paragraph (a) or (b) of this Section may state that such notice is conditioned upon the effectiveness of other credit facilities, issuance of debt or equity securities, or the occurrence of any event specified therein, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such condition is not satisfied. Promptly following receipt of any such notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Except as otherwise expressly provided in paragraph (b) of this Section, (i) each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Class and Type as provided in Section 2.02 and (ii) each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest on the amounts prepaid.

SECTION 2.13. Fees. (a) The Company agrees to pay to the Administrative Agent, (i) for the account of each Tranche 1 Lender a ticking fee (the “Tranche 1 Ticking Fee”), which shall accrue at the Applicable Rate on the daily amount of the Tranche 1 Commitment of such Lender during the period (the “Tranche 1 Ticking Fee Accrual Period”) that (A) commences on the Effective Date and (B) ends on the earlier of (x) the Funding Date and (y) the date on which the Tranche 1 Commitment of such Lender terminates and (ii) for the account of each Tranche 2 Lender a ticking fee (the “Tranche 2 Ticking Fee”), which shall accrue at the Applicable Rate on the daily amount of the Tranche 2 Commitment of such Lender during the period (the “Tranche 2 Ticking Fee Accrual Period”) that (A) commences on the Effective Date and (B) ends on the earlier of (x) the Funding Date and (y) the date on which the Tranche 2 Commitment of such Lender terminates. Accrued Ticking Fees shall be payable in arrears on the last day of the applicable Ticking Fee Accrual Period. All Ticking Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day of the applicable Ticking Fee Accrual Period but excluding the last day of such Ticking Fee Accrual Period).

(b) The Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agent.

(c) The Company agrees to pay to the Administrative Agent, each Arranger and each Lender, for their respective accounts, fees payable in the amounts and at the times separately agreed upon pursuant to the fee letters entered into by the Company in connection herewith.

(d) All fees payable hereunder shall be paid in US Dollars on the dates due, in immediately available funds, to the Persons entitled thereto or, in the case of fees payable to the Lenders, to the Administrative Agent for distribution to the Lenders of the applicable Class. Fees paid shall not be refundable under any circumstances.

SECTION 2.14. Interest. (a) The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Rate.

(b) The Loans comprising each LIBOR Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Rate.

(d) [Reserved].

(e) [Reserved].

(f) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Company hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan or any interest on any Loan, 2.00% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section or (ii) in the case of any other amount, 2.00% plus the highest rate applicable to ABR Loans as provided in paragraph (a) of this Section.

(g) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and on the Maturity Date applicable to such Loan; provided that (i) interest accrued pursuant to paragraph (f) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any LIBOR Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.

(h) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate or Adjusted LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

SECTION 2.15. Alternate Rate of Interest. (a) Subject to Section 2.15(b), if prior to the commencement of any Interest Period for a LIBOR Borrowing of any Class:

(i) the Administrative Agent determines (which determination shall be made in good faith and conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period (including because the Screen Rate is not available or published on a current basis); provided that no Benchmark Transition Event shall have occurred at such time; or

(ii) the Administrative Agent is advised by the Majority in Interest of the Lenders of such Class that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining the Loans included in such Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof (which may be by telephone) to the Company and the Lenders as promptly as practicable thereafter and, until the Administrative Agent notifies the Company and the Lenders that the circumstances giving rise to such notice no longer exist, (A) any Interest Election Request that requests the conversion of any Borrowing of such Class to, or continuation of any Borrowing of such Class as, a LIBOR Borrowing for such Interest Period shall be ineffective, and such Borrowing, unless repaid, shall be converted to, on the last day of the Interest Period applicable thereto, an ABR Borrowing of the same Class, (B) if any Borrowing Request requests a LIBOR Borrowing of such Class for such Interest Period, such Borrowing shall be made as an ABR Borrowing, provided that if the circumstances giving rise to such notice do not affect all the Lenders, then requests by or on behalf of the Company for LIBOR Borrowings may be made to Lenders that are not affected thereby.

(b) (i) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event or an Early Opt-In Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (A) if a Benchmark Replacement is determined in accordance with clause (a) or (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (B) if a Benchmark Replacement is determined in accordance with clause (c) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m., New York City time, on the fifth Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders.

(ii) Notwithstanding anything to the contrary herein or in any other Loan Document and subject to the proviso below in this paragraph, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any other Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that this clause (ii) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Company a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretion.

(iii) 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 or any other Loan Document.

(iv) The Administrative Agent will promptly notify the Company and the Lenders of (A) any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-In Election, as applicable, and its related Benchmark Replacement Date, (B) the implementation of any Benchmark Replacement, (C) the effectiveness of any Benchmark Replacement Conforming Changes, (D) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (b)(v) below and (E) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.15, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.15.

(v) Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (A) if the then-current Benchmark is a term rate (including Term SOFR or LIBO Rate) and either (x) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (y) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (B) if a tenor that was removed pursuant to clause (A) above either (x) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (y) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor.

(vi) Upon the Company’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Company may revoke any request for a borrowing of, conversion to or continuation of LIBOR Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Company will be deemed to have converted any such request into a request for a borrowing of or conversion to ABR Loans. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of Alternate Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of Alternate Base Rate and such component shall be deemed to be zero.

SECTION 2.16. Increased Costs. (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 by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate);

(ii) impose on any Lender or the London interbank market any other condition (other than with respect to Taxes) affecting this Agreement or Loans made by any Lender; or

(iii) subject any Lender to any Taxes (other than (A) Indemnified Taxes or (B) Excluded Taxes) on its loans, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Loan (or of maintaining its obligation to make any such Loan) or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise), then the Company will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs actually incurred or reduction actually suffered.

(b) If any Lender determines that any Change in Law regarding capital or liquidity requirements has had or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement or the Loans made by such Lender to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy and liquidity), then from time to time the Company will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered.

(c) A certificate of a Lender setting forth in reasonable detail the amount or amounts necessary to compensate such Lender or its holding company as specified in paragraph (a) or (b) of this Section shall be delivered to the Company and shall be conclusive absent manifest error. The Company shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

(d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Company shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender notifies the Company of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

(e) Notwithstanding the foregoing provisions of this Section, no Lender shall demand compensation for any increased cost or reduction in rate of return if it shall not be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements (it being understood that this sentence shall not in any way limit the discretion of any Lender to waive the right to demand such compensation under this Agreement or any other credit agreement in any given case).

SECTION 2.17. Break Funding Payments. In the event of (a) the payment of any principal of any LIBOR Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default or an optional or mandatory prepayment of Loans), (b) the conversion or continuation of any LIBOR Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any LIBOR Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is revoked under Section 2.09(d)) or (d) the assignment of any LIBOR Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Company pursuant to Section 2.20(b), the Company shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a LIBOR Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest that would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for deposits in US Dollars of a comparable amount and period from other banks in the London interbank market. A certificate of any Lender setting forth in reasonable detail any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Company and shall be conclusive absent manifest error. The Company shall pay such Lender the amount shown as due on any such certificate within 30 days after receipt thereof.

SECTION 2.18. Taxes. (a) All payments by or on account of any obligation of the Company hereunder or under any other Loan Document shall be made free and clear of and without withholding for any Taxes, unless such withholding is required by law. If the applicable Withholding Agent determines, in its good-faith discretion, that it is so required to withhold Taxes, then such Withholding Agent shall be entitled to so withhold and shall timely pay the full amount of withheld Taxes to the relevant Governmental Authority in accordance with applicable law. If such Taxes are Indemnified Taxes, then the amount payable by the Company shall be increased as necessary so that, net of such withholding of Indemnified Taxes (including such withholding applicable to additional amounts payable under this Section), the Administrative Agent or the applicable Lender or other recipient, as the case may be, receives the amount it would have received had no such withholding been made.

(b) In addition, the Company shall pay any Other Tax to the relevant Governmental Authority in accordance with applicable law.

(c) The Company shall indemnify the Administrative Agent and each Lender, within 10 Business Days after written demand therefor, for the full amount of any Indemnified Taxes payable or paid by the Administrative Agent or such Lender, as the case may be (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section), and reasonable expenses arising therefrom or with 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 Company and setting forth in reasonable detail the circumstances giving rise thereto and the calculations used by the Administrative Agent or such Lender to determine the amount to be paid by the Company to the Administrative Agent or such Lender shall be conclusive absent demonstrable error.

(d) Each Lender shall severally indemnify the Administrative Agent for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Company has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting or expanding the obligation of the Company to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 9.04(g) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are paid or payable by the Administrative Agent 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. The indemnity under this paragraph shall be paid within 10 days after the Administrative Agent delivers to the applicable Lender a certificate stating the amount of Taxes so paid or payable by the Administrative Agent. Such certificate shall be conclusive of the amount so paid or payable absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (d).

(e) As soon as practicable after any payment of Indemnified Taxes by the Company to a Governmental Authority, the Company 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 the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(f) Status of Lenders. (i) Any Lender that is entitled to an exemption from, or reduction of, any withholding Tax with respect to any payments under any Loan Document shall deliver to the Company and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement, and at the time or times reasonably requested by the Company or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Company or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any Lender, if reasonably requested by the Company or the Administrative Agent, shall deliver such other documentation prescribed by law or reasonably requested by the Company or the Administrative Agent as will enable the Company or the Administrative Agent to determine whether or not such Lender is subject to any withholding (including US Federal backup withholding) or information reporting requirements. Notwithstanding anything to the contrary in this Section, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.18(f)(ii)(A) through (F) or 2.18(f)(iii)) shall not be required if in the applicable 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. Upon the reasonable request of the Company or the Administrative Agent, any Lender shall update any documentation previously delivered pursuant to this Section 2.18(f). If any documentation previously delivered pursuant to this Section 2.18(f) expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly (and in any event within 10 days after such expiration, obsolescence or inaccuracy) notify the Company and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the documentation if it is legally eligible to do so.

(ii) Without limiting the generality of the foregoing, any Lender shall, if it is legally eligible to do so, deliver to the Company and the Administrative Agent (in such number of copies reasonably requested by the Company and the Administrative Agent) on or prior to the date on which such Lender becomes a party hereto, duly completed and executed copies of whichever of the following is applicable:

(A) in the case of a Lender that is a United States person within the meaning of Section 7701(a)(30) of the Code, IRS Form W-9 certifying that such Lender is exempt from US federal backup withholding Tax;

(B) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States of America is a party, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable (or a successor thereto) establishing an exemption from, or reduction of, US federal withholding Tax pursuant to such treaty;

(C) in the case of a Foreign Lender for whom payments under any Loan Document constitute income that is effectively connected with such Lender’s conduct of a trade or business in the United States, IRS Form W-8ECI;

(D) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code both (1) IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable (or a successor thereto) and (2) a certificate substantially in the form of Exhibit E (a “US Tax Certificate”) to the effect that such Lender is not (a) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (b) a “10 percent shareholder” of the Company within the meaning of Section 881(c)(3)(B) of the Code or (c) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code and that no payment made under any Loan Document is effectively connected with such Lender’s conduct of a U.S. trade or business;

(E) in the case of a Foreign Lender that is not the beneficial owner of payments made under any Loan Document (including a partnership or a participating Lender) (1) an IRS Form W-8IMY on behalf of itself and (2) the relevant forms prescribed in clauses (A), (B), (C), (D) and (F) of this paragraph (f)(ii) that would be required of each such beneficial owner or partner of such partnership if such beneficial owner or partner were a Lender; provided that if the Lender is a partnership (and not a participating Lender) and one or more of its partners are claiming the exemption for portfolio interest under Section 881(c) of the Code, such Lender may provide a US Tax Certificate on behalf of such partners; or

(F) to the extent any Lender is legally eligible to do so, any other form reasonably requested by the Company or the Administrative Agent that is prescribed by law as a basis for claiming exemption from, or a reduction of, US federal withholding Tax together with such supplementary documentation necessary to enable the Company or the Administrative Agent, as applicable, to determine the amount of Tax (if any) required by law to be withheld.

(iii) If a payment made to a Lender under any Loan Document would be subject to US 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 Agent, at the time or times prescribed by law and at such time or times reasonably requested by 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 Agent as may be necessary for the Administrative Agent to comply with its obligations under FATCA, to determine whether such Lender has or has not complied with such Lender’s obligations under FATCA and, as necessary, to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this Section 2.18(f)(iii), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(iv) Each Lender hereby authorizes the Administrative Agent to deliver to the Credit Parties and to any successor Administrative Agent any documentation provided by such Lender to the Administrative Agent pursuant to Section 2.18(f).

(g) On or prior to the date on which it becomes a party to this Agreement, (i) the Administrative Agent, and any successor Administrative Agent, that is a US Person shall provide to the Company IRS Form W-9 and (ii) any successor Administrative Agent that is not a US Person shall deliver to the Company IRS Form W-8ECI with respect to payments to be received under the Loan Documents for its own account and two duly completed original signed copies of IRS Form W-8IMY assuming primary responsibility for withholding under Chapters 3 and 4 of the Code with respect to payments to be received under the Loan Documents for the account of Lenders. Whenever a lapse in time or change in circumstance renders any such documentation expired, obsolete or inaccurate in any respect, the Administrative Agent shall deliver promptly to the Company updated or other appropriate documentation or promptly notify the Company of its legal ineligibility to do so.

(h) If a Lender or the Administrative Agent determines, in its sole discretion, that it has received a refund in respect of any Indemnified Taxes as to which it has been indemnified by the Company or with respect to which the Company has paid additional amounts pursuant to this Section 2.18 (for the avoidance of doubt, whether such refund is received in cash or is applied as a payment of other Taxes payable), it shall timely pay over the amount of such refund (but only to the extent of indemnity payments made under this Section 2.18 with respect to the Taxes giving rise to such refund) to the Company, net of all reasonable out-of-pocket expenses of such Lender or the Administrative Agent, as the case may be, and without interest (other than interest paid by the relevant Governmental Authority with respect to such refund); provided that the Company, upon the request of such Lender or the Administrative Agent, agrees to repay the amount paid over to the Company (plus penalties, interest or other reasonable charges) to such Lender or the Administrative Agent, as the case may be, in the event such Lender or the Administrative Agent is required to repay such refund to such Governmental Authority. This paragraph (h) shall not be construed to require any Lender or the Administrative Agent to make available its Tax returns (or any other information relating to its Taxes which it deems confidential) to the Company or any other Person.

SECTION 2.19. Payments Generally; Pro Rata Treatment; Sharing of Set-offs. (a) The Company shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, fees or of amounts payable under Section 2.16, 2.17 or 2.18, or otherwise) prior to the time expressly required hereunder or under such other Loan Document for such payment or, if no such time is expressly required, prior to 12:00 noon, New York City time, on the date when due, in immediately available funds, without any set-off, deduction or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent, to such account as the Administrative Agent shall from time to time specify in a notice delivered to the Company, except that payments pursuant to Sections 2.16, 2.17, 2.18 and 9.03 shall be made directly to the Persons entitled thereto and payments pursuant to other Loan Documents shall be made to the Persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder and under the other Loan Documents shall be made in US Dollars. Any payment required to be made by the Administrative Agent hereunder shall be deemed to have been made by the time required if the Administrative Agent shall, at or before such time, have taken the necessary steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent to make such payment.

(b) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal of the Loans then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties.

(c) If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall notify the Administrative Agent of such fact and shall purchase (for cash at face value) participations in the Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Company pursuant to and in accordance with the express terms of this Agreement or any other Loan Document (for the avoidance of doubt, as it may be amended from time to time), or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Company or any Subsidiary or other Affiliate thereof (as to which the provisions of this paragraph shall apply). The Company consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Company rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Company in the amount of such participation.

(d) Unless the Administrative Agent shall have received notice from the Company prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Company will not make such payment, the Administrative Agent may assume that the Company has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Company has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of (i) the NYFRB Rate and (ii) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

(e) If any Lender shall fail to make any payment required to be made by it hereunder to or for the account of the Administrative Agent, then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by it for the account of such Lender to satisfy such Lender’s obligations in respect of such payment until all such unsatisfied obligations have been discharged.

SECTION 2.20. Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.16, or if the Company is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.18, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign and delegate its rights and obligations hereunder to another of its offices, branches or Affiliates, if, in the judgment of such Lender, such designation or assignment and delegation (i) would eliminate or reduce amounts payable pursuant to Section 2.16 or 2.18, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Company hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment and delegation.

(b) If (i) any Lender requests compensation under Section 2.16, (ii) the Company is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.18, (iii) any Lender becomes a Defaulting Lender or (iv) any Lender becomes a Non-Consenting Lender, then the Company may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights and obligations under this Agreement (or, in the case of any such assignment and delegation pursuant to clause (iv) above, all its interests, rights (other than its existing rights to payment pursuant to Section 2.16 or 2.18) and obligations under this Agreement as a Lender of a particular applicable Class) to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (A) the Company shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld or delayed, (B) such 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 (if applicable, in each case only to the extent such amounts relate to its interest as a Lender of a particular Class), from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company (in the case of all other amounts), (C) in the case of any such assignment and delegation resulting from a claim for compensation under Section 2.16 or payments required to be made pursuant to Section 2.18, such assignment will result (or is reasonably expected to result) in a material reduction in such compensation or payments and (D) in the case of any such assignment and delegation resulting from the status of such Lender as a Non-Consenting Lender, such assignment, together with any assignments by other Non-Consenting Lenders, will enable the Company to obtain sufficient consents to cause the applicable amendment, modification or waiver to become effective. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company to require such assignment and delegation cease to apply. Each party hereto agrees that an assignment and delegation required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Company, the Administrative Agent and the assignee and that the Lender required to make such assignment and delegation need not be a party thereto.

SECTION 2.21. Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:

(a) the Ticking Fees shall cease to accrue on the Commitments of such Defaulting Lender; and

(b) the Commitments and Loans of such Defaulting Lender shall not be included in determining whether the Required Lenders or any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, waiver or other modification pursuant to Section 9.02); provided that any amendment, waiver or other modification requiring the consent of all Lenders or all Lenders affected thereby shall, except as otherwise provided in Section 9.02, require the consent of such Defaulting Lender in accordance with the terms hereof.

In the event that the Administrative Agent and the Company agree that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then on such date such Lender shall take such actions as the Administrative Agent may determine to be appropriate in connection with such Lender ceasing to be a Defaulting Lender, whereupon such Lender will cease to be a Defaulting Lender (but shall not be entitled to receive any Ticking Fees ceasing to accrue during the period when it was a Defaulting Lender as set forth in this Section and all amendments, waivers or other modifications effected without its consent in accordance with the provisions of Section 9.02 and this Section during such period shall be binding on it). The rights and remedies against, and with respect to, a Defaulting Lender under this Section are in addition to, and cumulative and not in limitation of, all other rights and remedies that the Administrative Agent, any Lender or the Company may at any time have against, or with respect to, such Defaulting Lender.

ARTICLE III

Representations and Warranties

The Company represents and warrants to the Lenders on each of the Effective Date, the Funding Date and the Itiviti Acquisition Closing Date that:

SECTION 3.01. Organization; Powers. The Company and each Subsidiary is (a) duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has all requisite power and authority to carry on its business as now conducted and (c) except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

SECTION 3.02. Authorization; Enforceability. The Transactions to be entered into by the Company are within the Company’s corporate powers and have been duly authorized by all necessary corporate and, if required, equity-holder action on behalf of the Company. This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable in accordance with its terms, subject to applicable Debtor Relief Laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

SECTION 3.03. Governmental Approvals; No Conflicts. The Transactions (a) do not require any material consent or approval of, registration or filing with, or any other material action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect, (b) will not violate any applicable law or regulation or any order of any Governmental Authority in any material respect, (c) will not violate the charter, by-laws or other organizational documents of the Company, (d) will not violate or result in a default under any indenture, agreement (including the Revolving Credit Agreement) or other instrument binding upon the Company or any Subsidiary or their assets, or give rise to a right thereunder to require any payment to be made by the Company or any Subsidiary, and (e) will not result in the creation or imposition of any Lien on any asset of the Company or any Subsidiary, except, in the case of clause (d) or (e), where such violation, default, rise of a right, creation or imposition, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

SECTION 3.04. Financial Condition; No Material Adverse Change. (a) The Company has heretofore furnished to the Lenders (i) its consolidated balance sheet and consolidated statements of earnings, comprehensive income, stockholders’ equity and cash flows as of and for its fiscal year ended June 30, 2020, and the related notes, reported on by Deloitte & Touche LLP, independent registered public accounting firm, and (ii) its condensed consolidated balance sheets and condensed consolidated statements of earnings, comprehensive income and cash flows as of and for the fiscal quarters and the portion of the fiscal year ended September 30, 2020 and December 31, 2020. Such financial statements present fairly, in all material respects, the financial position, results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year-end audit adjustments in the case of the statements referred to in clause (ii) above.

(b) Since June 30, 2020, there has been no material adverse change, or event or condition that could reasonably be expected to result in a material adverse change, in the business, assets, operations or financial condition of the Company and the Subsidiaries, taken as a whole.

SECTION 3.05. Properties. (a) The Company and each Subsidiary has good title to, or valid leasehold interests in, all its real and personal property material to its business, except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes and except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

(b) Each of the Company and the Subsidiaries owns or is licensed to use all trademarks, tradenames, copyrights, patents and other intellectual property material to its business, and the use thereof by the Company and the Subsidiaries does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

SECTION 3.06. Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Company, threatened against or affecting the Company and the Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve this Agreement.

(b) Except with respect to any matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, neither the Company nor any of the Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability.

SECTION 3.07. Compliance with Laws and Agreements. (a) The Company and each Subsidiary is in compliance with all laws, regulations and orders of any Governmental Authority applicable to it or its property (including, with regard to any Broker Dealer Subsidiary, all rules and regulations of the SEC, FINRA and SIPC applicable to it or its property) and all indentures, agreements and other instruments binding upon it or its property, except where the failure to be in compliance, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. No Default has occurred and is continuing.

(b) Each Broker Dealer Subsidiary is (i) duly registered as a broker or dealer with the SEC, (ii) a member in good standing of FINRA and the securities exchanges and securities clearing corporations in which its membership is required for the conduct of its business and (iii) duly registered, licensed or qualified as a broker or dealer under the applicable laws and regulations of each jurisdiction in which such registration, license or qualification is required for the conduct of its business, except, in the case of this clause (iii), where the failure to be so registered, licensed or qualified could not reasonably be expected to result in a Material Adverse Effect.

SECTION 3.08. Federal Reserve Regulations. (a) Neither the Company nor any Subsidiary (other than any Broker Dealer Subsidiary) is engaged principally, or as a substantial part of its activities, in the business of extending credit for the purpose of purchasing or carrying Margin Stock (within the meaning of Regulation U).

(b) No part of the proceeds of any Loan has been or will be used by the Company or any Subsidiary (other than any Broker Dealer Subsidiary), whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry Margin Stock (within the meaning of Regulation U) or to refinance Indebtedness originally incurred for such purpose. No part of the proceeds of any Loan has been or will be used by the Company or any Subsidiary in any manner or for any purpose that has resulted or will result in a violation of Regulation T, Regulation U or Regulation X.

SECTION 3.09. Anti-Corruption Laws and Sanctions. The Company maintains in effect policies and procedures designed to ensure compliance in all material respects by the Company, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Company, its Subsidiaries and, to the knowledge of the Company, its and their respective officers, directors, employees and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Company, any Subsidiary or, to the knowledge of the Company, any of their respective directors, officers or employees, or (b) to the knowledge of the Company, any agent of the Company or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing or use of the proceeds of any Borrowing will result in a violation by any party hereto of Anti-Corruption Laws or applicable Sanctions. This Section 3.09 shall not be interpreted or applied in relation to the Company or any of its Subsidiaries, or the directors or officers of the foregoing, to the extent that the representations made violate or expose any such party to any liability under the Mandatory Restrictions.

SECTION 3.10. Investment Company Status. The Company is not an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940.

SECTION 3.11. Taxes. The Company and the Subsidiaries have timely filed or caused to be filed all Tax returns and reports required to have been filed (taking into account valid extensions) and have paid or caused to be paid all Taxes required to have been paid by them, except (a) any Taxes that are being contested in good faith by appropriate proceedings and for which the Company or such Subsidiary has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

SECTION 3.12. ERISA. No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. The present value of all accumulated benefit obligations under each Plan (based on the assumptions used for purposes of Accounting Standards Codification Topic 715) did not, as of the date of the most recent financial statements reflecting such amounts, exceed by more than US$50,000,000 the fair market value of the assets of such Plan, and the present value of all accumulated benefit obligations of all Plans (based on the assumptions used for purposes of Accounting Standards Codification Topic 715) did not, as of the date of the most recent financial statements reflecting such amounts, exceed by more than US$75,000,000 the fair market value of the assets of all such Plans.

SECTION 3.13. Disclosure. None of the reports, financial statements, certificates or other information (excluding any projections and other forward-looking information and information of a general economic or industry nature) furnished by the Company to the Administrative Agent or any Lender in connection with the negotiation of this Agreement or delivered hereunder (as modified or supplemented from time to time by other information so furnished) contained, at the time when furnished and taken as a whole, any material misstatement of fact or omitted, at the time when furnished and taken as a whole, to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. All projections and other forward looking information contained in any of the reports, financial statements, certificates or other information furnished by the Company to the Administrative Agent or any Lender in connection with the negotiation of this Agreement or delivered hereunder (as modified or supplemented from time to time by other information so furnished) have been prepared by the Company in good faith based upon assumptions that were reasonable at the time made and at the time such projections and other information were furnished.

ARTICLE IV

Conditions

SECTION 4.01. Effective Date. This Agreement shall become effective on the date on which each of the following conditions shall be satisfied (or waived in accordance with Section 9.02):

(a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include fax or other electronic image scan transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.

(b) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of Cahill Gordon & Reindel LLP, counsel for the Company, in form and substance reasonably satisfactory to the Administrative Agent. The Company hereby requests such counsel to deliver such opinion.

(c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Company, the authorization of the Transactions and any other legal matters relating to the Company, this Agreement or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.

(d) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Company, certifying that, as of the Effective Date and after giving effect to the Transactions that are to occur on such date, (i) the representations and warranties of the Company set forth in the Loan Documents are true and correct (A) in the case of the representations and warranties qualified as to materiality, in all respects and (B) otherwise, in all material respects and (ii) no Default has occurred and is continuing.

(e) The Administrative Agent and each Arranger, for their respective accounts or, in the case of the Administrative Agent with respect to fees payable to the Lenders, for the account of the Lenders, shall have received all fees and other amounts due and payable on or prior to the Effective Date pursuant to this Agreement or the fee letters entered into by the Company in connection herewith, including, to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by the Company in connection with this Agreement and the Transactions.

(f) The Administrative Agent shall have received a certificate, in the form of Exhibit F, dated the Effective Date and signed by the chief financial officer of the Company.

The Administrative Agent shall notify the Company and the Lenders of the Effective Date, and such notice shall be conclusive and binding.

SECTION 4.02. Funding Date. The obligation of each Lender to make a Loan hereunder is subject to the occurrence of the Effective Date, receipt by the Administrative Agent of a Borrowing Request therefor in accordance with Section 2.03 and the satisfaction (or waiver in accordance with Section 9.02) of the following conditions:

(a) The Itiviti Acquisition shall be consummated substantially concurrently with the funding of the Loans (or the Company shall reasonably expect that, no later than five Business Days after the date specified in the Borrowing Request therefor as the requested Funding Date, the Itiviti Acquisition shall be consummated) pursuant to, and in all material respects in accordance with, the terms of the Itiviti Acquisition Agreement. The Itiviti Acquisition Agreement shall not have been amended, supplemented or modified in any respect, or any provision or condition therein waived, or any consent granted thereunder (directly or indirectly, including any consent that, pursuant to the terms of the Itiviti Acquisition Agreement, is deemed to be given as a result of a failure to respond), by the Company or any of the Subsidiaries, if such amendment, modification, waiver or consent would be material and adverse to the interests of the Lenders or the Arrangers (in their capacities as such) without the Arrangers’ prior written consent (such consent not to be unreasonably withheld, delayed or conditioned), it being understood and agreed that (i) any reduction, when taken together with all prior reductions, of less than 10% in the original consideration for the Itiviti Acquisition will be deemed not to be (and any such reduction of 10% or more will be deemed to be) material and adverse to interests of the Lenders or the Arrangers and (ii) any increase, when taken together with all prior increases, of less than 10% (or of 10% or more, if any excess above such 10% is not financed with the proceeds of Indebtedness) in the original consideration for the Itiviti Acquisition will be deemed not to be (and any such increase of 10% or more, if such excess above 10% is financed with the proceeds of Indebtedness, will be deemed to be) material and adverse to interests of the Lenders or the Arrangers. The term “Itiviti Acquisition Agreement Restricted Modification” means any amendment, supplement, modification, waiver or consent in respect of the Itiviti Acquisition Agreement that, pursuant to the immediately preceding sentence, would not be permitted without the prior written consent of the Arrangers.

(b) The Administrative Agent shall have received a certificate, in the form of Exhibit G, dated the Funding Date and signed by the President, a Vice President or a Financial Officer of the Company, certifying that the conditions set forth in paragraphs (a) and (c) of this Section have been satisfied.

(c) At the time of and immediately after giving effect to the borrowing of Loans on the Funding Date, (i) the Certain Funds Representations shall be true and correct (A) in the case of any such representations and warranties qualified as to materiality, in all respects and (B) otherwise, in all material respects (it being understood that the truth and accuracy of any other representation or warranty under the Loan Documents made by the Company on the Funding Date shall not constitute a condition precedent under this Section 4.02) and (ii) no Certain Funds Default shall have occurred and be continuing or would result therefrom.

(d) The Administrative Agent and each Arranger, for their respective accounts or, in the case of the Administrative Agent with respect to fees payable to the Lenders, for the account of the Lenders, shall have received all fees and other amounts due and payable on or prior to the Funding Date pursuant to this Agreement or the fee letters entered into by the Company in connection herewith, including, to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by the Company in connection with this Agreement and the Transactions.

(e) As of the Funding Date, (i) no order, judgment or decree of any Governmental Authority shall purport to restrain any Lender from making the Loans to be made by it on the Funding Date, (ii) no injunction or other restraining order shall have been issued by a court of competent jurisdiction which purports to enjoin or otherwise prevent the making of the Loans or the consummation of the Itiviti Acquisition and (iii) the making of the Loans or the consummation of the Itiviti Acquisition shall not otherwise be unlawful.

The Administrative Agent shall notify the Company and the Lenders of the Funding Date, and such notice shall be conclusive and binding.

SECTION 4.03. Certain Funds Period. During the Certain Funds Period, notwithstanding anything to the contrary in this Agreement or any other Loan Document, neither the Administrative Agent nor any Lender shall, unless a Certain Funds Default has occurred and is continuing or would result from the proposed Borrowing, be entitled to (a) rescind, terminate or cancel this Agreement or any of the Commitments hereunder, or exercise any right or remedy under this Agreement or any other Loan Document (including, without limitation, any right or remedy under Article VII hereof) to the extent that to do so would prevent, limit or delay the making by any Lender of its Loan on the Funding Date if the conditions set forth in Section 4.02 are satisfied (or waived in accordance with Section 9.02) or require all or part of any Loan to be repaid or prepaid, (b) in the case of any Lender, refuse to make its Loan on the Funding Date if the conditions set forth in Section 4.02 are satisfied (or waived in accordance with Section 9.02) or (c) in the case of any Lender, exercise any right of set-off or counterclaim in respect of its Loan; provided that (i) the rights, remedies and entitlements of the Administrative Agent and the Lenders with respect to any condition precedent set forth in Section 4.02 shall not be limited in the event that any such condition is not satisfied (or waived in accordance with Section 9.02) on the Funding Date, (ii) immediately upon the expiration of the Certain Funds Period, all of the rights, remedies and entitlements of the Administrative Agent and the Lenders under this Agreement and the other Loan Documents shall be available and may be exercised by them notwithstanding that such rights, remedies or entitlements were not available prior to such time as a result of the provisions of this paragraph and (iii) nothing in this paragraph shall affect the rights, remedies or entitlements (or the ability to exercise the same) of the Administrative Agent or the Lenders with respect to any Certain Funds Default.

ARTICLE V

Affirmative Covenants

Until the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees, expenses and other amounts payable under any Loan Document (other than any indemnification or other contingent obligations that are not yet due or payable) have been paid in full, the Company covenants and agrees with the Lenders that:

SECTION 5.01. Financial Statements and Other Information. The Company will furnish to the Administrative Agent:

(a) within 90 days after the end of each fiscal year of the Company, its audited consolidated balance sheet and related consolidated statements of earnings, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by Deloitte & Touche LLP or other independent registered public accounting firm of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;

(b) within 60 days after the end of each of the first three fiscal quarters of each fiscal year of the Company, its condensed consolidated balance sheet and related condensed consolidated statements of earnings and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;

(c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Company certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto;

(d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Company or any of the Subsidiaries with the SEC, or any Governmental Authority succeeding to any or all of the functions of the SEC, or with any national securities exchange, or distributed by the Company to its shareholders generally, as the case may be (other than (i) registration statements on Form S-8, (ii) filings under Sections 16(a) or 13(d) of the Exchange Act, (iii) routine filings related to employee benefit plans, (iv) filings made by any Broker Dealer Subsidiary in the ordinary course of business and (v) any other reports, statements or filings made by any Broker Dealer Subsidiary that are not, individually or in the aggregate, material to the Company and the Subsidiaries, taken as a whole);

(e) promptly, but not later than five Business Days after the publication of any change by Moody’s, S&P or Fitch in its Rating, notice of such change; and

(f) promptly following any request therefor, (i) any documentation or other information that the Administrative Agent or any Lender requests that is required in order to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot and the Beneficial Ownership Regulation, and (ii) such other information regarding the operations, business affairs and financial condition of the Company or any of the Subsidiaries, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request (it being understood that, in the case of clause (ii), the Company and the Subsidiaries shall not be required to provide any information or documents that are subject to confidentiality provisions prohibiting such disclosure).

Information required to be delivered pursuant to clauses (a), (b) and (d) of this Section shall be deemed to have been delivered on the date on which the Company posts such information on the Company’s website on the Internet at www.broadridge.com or when such information is publicly posted on the SEC’s website at www.sec.gov or is posted on an Electronic System. Notices required to be delivered pursuant to clause (e) of this Section shall be deemed to have been delivered on the date on which the Company publicly posts such information on the Internet at the website www.broadridge.com or when the publication is first made available by means of Moody’s, S&P’s or Fitch (as the case may be) Internet subscription service. The Administrative Agent shall promptly make available to each Lender a copy of any certificate delivered pursuant to clause (c) of this Section by posting such certificate on an Electronic System.

SECTION 5.02. Notices of Material Events. The Company will furnish to the Administrative Agent (which will post such notice to an Electronic System) written notice of any of the following events promptly (and in any case within five Business Days) upon any such event becoming known to any Responsible Officer of the Company:

(a) the occurrence of any Default;

(b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Company or any Subsidiary that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;

(c) (i) the involuntary revocation, suspension or other termination of any license, permit or registration of any Broker Dealer Subsidiary by the SEC or FINRA, (ii) the involuntary revocation, suspension or other termination of any license, permit or registration of any Broker Dealer Subsidiary by any Governmental Authority other than the SEC or FINRA, if such revocation, suspension or termination results in, or could reasonably be expected to result in, a Material Adverse Effect, or (iii) the application or receipt by the SIPC for a protective decree or other restrictive order regarding any Broker Dealer Subsidiary; and

(d) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect.

Each notice delivered under this Section (which, in the case of any notice pursuant to clause (a) above, shall expressly state that such notice is a notice of Default) shall be accompanied by a statement of a Financial Officer or Responsible Officer of the Company setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

SECTION 5.03. Existence; Conduct of Business. The Company will, and will cause each Material Subsidiary to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and (except with regard to any Broker Dealer Subsidiary) the rights, licenses, permits, privileges and franchises material to the conduct of its business; provided that the foregoing shall not prohibit any merger, consolidation, amalgamation, Division, liquidation or dissolution permitted under Section 6.04.

SECTION 5.04. Payment of Taxes. The Company will, and will cause each Subsidiary to, pay its Tax liabilities, to the extent the failure to pay such liabilities could reasonably be expected to result in a Material Adverse Effect, before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings and (b) the Company or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP.

SECTION 5.05. Maintenance of Properties. The Company will, and will cause each Material Subsidiary to, keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted.

SECTION 5.06. Books and Records; Inspection Rights. The Company will, and will cause each Material Subsidiary (other than any Broker Dealer Subsidiary) to, keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. The Company will, and will cause each Subsidiary to, permit any representatives designated by the Administrative Agent, or by any Lender through the Administrative Agent, at mutually agreeable times (no more than once per fiscal year of the Company, unless an Event of Default has occurred and is continuing) and upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from those portions of its books and records relating to financial condition, and to discuss its affairs, finances and condition with its officers and, so long as a representative of the Company is present, independent accountants (in each case subject to the Company’s or such Material Subsidiary’s obligations under applicable law or confidentiality arrangements).

SECTION 5.07. Compliance with Laws. The Company will, and will cause each Material Subsidiary to, comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property (including ERISA and Environmental Laws applicable to it or its property), except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Company will maintain in effect and enforce policies and procedures designed to ensure compliance in all material respects by the Company, the Subsidiaries and the respective directors, officers, employees and agents of the foregoing with Anti-Corruption Laws and applicable Sanctions.

SECTION 5.08. Use of Proceeds. (a) The Company will cause the proceeds of the Loans to be used only for the purposes set forth in the recitals to this Agreement. No part of the proceeds of any Loan will be used, whether directly or indirectly, by the Company or any Subsidiary (a) to purchase or carry Margin Stock (as defined in Regulation U) or to refinance Indebtedness originally incurred for such purpose or (b) in any manner or for any purpose that will result in a violation of Regulation U, Regulation X or Regulation T.

(b) The Company will not request any Borrowing, and the Company shall not, directly or, to the knowledge of the Company, indirectly, use, and shall procure that the Subsidiaries and its or their respective directors, officers, employees and agents shall not, directly or, to the knowledge of the Company, indirectly, use, the proceeds of any Borrowing, or lend, contribute or otherwise make available such proceeds to any Subsidiary, (i) 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, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person or in any Sanctioned Country, except to the extent permitted for a Person required to comply with Sanctions, or (iii) in any manner that would result in the violation of any Sanctions applicable to any party hereto. This Section 5.08(b) shall not be interpreted or applied in relation to the Company or any of its Subsidiaries, or the directors or officers of the foregoing, to the extent that the representations made violate or expose any such party to any liability under the Mandatory Restrictions.

SECTION 5.09. Margin Stock. The Company will ensure that at the time each Loan is made and after giving effect to the use of proceeds thereof, no more than 25% of the value of the assets of either the Company or the Company and the Subsidiaries taken as a whole subject to the restrictions of Section 6.01 or 6.04 shall be represented by Margin Stock (within the meaning of Regulation U).

ARTICLE VI

Negative Covenants

SECTION 6.01. Liens. The Company will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights therein, except:

(a) (i) Permitted Encumbrances and (ii) Liens created under the Loan Documents;

(b) any Lien on any property or asset of the Company or any Subsidiary existing on the date hereof and set forth in Schedule 6.01; provided that (i) such Lien shall not apply to any other property or asset of the Company or any Subsidiary and (ii) such Lien shall secure only the obligations it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;

(c) any Lien existing on any property or asset prior to the acquisition thereof by the Company or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary (other than as a result of a Division where the Dividing Person is the Company or a Subsidiary) (or of any Person not previously a Subsidiary that is merged, consolidated or amalgamated with or into the Company or a Subsidiary in a transaction permitted hereunder) after the date hereof prior to the time such Person becomes a Subsidiary (or is so merged, consolidated or amalgamated); provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary (or such merger, consolidation or amalgamation), as the case may be, (ii) such Lien shall not apply to any other property or assets of any of the Company or any Subsidiary and (iii) such Lien shall secure only the obligations it secures on the date of such acquisition or the date such Person becomes a Subsidiary (or such merger, consolidation or amalgamation), as the case may be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;

(d) Liens on fixed or capital assets acquired, constructed or improved by the Company or any Subsidiary (including, without limitation, Liens securing Capital Lease Obligations); provided that (i) such Liens and the Indebtedness secured thereby are incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement, (ii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets, (iii) such security interests shall not apply to any other property or assets of the Company or any Subsidiary and (iv) such Lien shall secure only the obligations it secures on the date of such incurrence and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; provided, further, that individual financings of assets otherwise permitted to be secured hereunder provided by one Person (or its Affiliates) may be cross collateralized to other financings of assets provided by such Person (or its Affiliates) on customary terms;

(e) Liens on securities deemed to exist under repurchase agreements and reverse repurchase agreements entered into by the Company and the Subsidiaries in the ordinary course of business;

(f) Liens arising from any interest or title of a lessor or sublessor under any lease or sublease not prohibited by Section 6.03 entered into by the Company or any Subsidiary as lessee;

(g) Liens arising from precautionary UCC financing statements filed in connection with leases;

(h) Liens in favor of banking institutions arising as a matter of law encumbering deposits (including the right of set-off);

(i) Liens on cash earnest money deposits made in connection with letters of intent or purchase agreements;

(j) Liens arising on intellectual property in connection with the grant by the owner of such intellectual property of non-exclusive licenses in the ordinary course;

(k) Liens of any securities intermediary arising as a matter of law on securities or other assets held by such securities intermediary;

(l) Liens on assets of any Broker Dealer Subsidiary created or otherwise arising in the ordinary course of its business;

(m) liens in favor of only the Company or one or more Subsidiaries granted by the Company or a Subsidiary to secure any obligations owed to the Company or a Subsidiary; and

(n) other Liens not expressly permitted by clauses (a) through (m) above; provided that the sum of (i) the aggregate principal amount of the outstanding obligations secured by Liens permitted under this clause (n), (ii) without duplication of the foregoing clause (i), the aggregate principal amount of Indebtedness and the aggregate value of preferred stock or other preferred equity interests permitted by Section 6.02(n) and (iii) the aggregate amount of Attributable Debt in respect of Sale and Leaseback Transactions permitted by Section 6.03(b) shall not at any time exceed the greater of (y) US$200,000,000 and (z) 18% of Consolidated EBITDA for the Test Period most recently ended on or prior to the date of incurrence of any such Lien.

Notwithstanding the foregoing provisions of this Section, to the extent that more than 25% of the value of the assets of the Company, or of the Company and the Subsidiaries taken as a whole, that are subject to the restrictions of this Section is at any time represented by Margin Stock (within the meaning of Regulation U), the Company and the Subsidiaries shall be free to sell, pledge or otherwise dispose of such excess Margin Stock (it being understood that Margin Stock not in excess of 25% of the value of such assets will be subject to the restrictions of this Section).

SECTION 6.02. Subsidiary Indebtedness. The Company will not permit any Subsidiary to incur any Indebtedness or to issue any preferred stock or other preferred equity securities except:

(a) Indebtedness of Subsidiaries under the Loan Documents, whether as a result of the operation of 1.09 or otherwise, and Indebtedness of the Revolver Borrowing Subsidiaries under the Revolving Credit Agreement;

(b) Indebtedness, preferred stock or other preferred equity securities existing on the date hereof and set forth on Schedule 6.02, and any extensions, renewals or replacements of any such Indebtedness that do not increase the outstanding principal amount thereof;

(c) Indebtedness, preferred stock or preferred equity securities of any Person becoming a Subsidiary (other than as a result of a Division where the Dividing Person is the Company or a Subsidiary) (or of any Person not previously a Subsidiary that is merged, consolidated or amalgamated with or into a Subsidiary in a transaction permitted hereunder) after the date hereof existing at the time such Person becomes a Subsidiary (or is so merged, consolidated or amalgamated); provided that such Indebtedness, preferred stock or preferred equity securities is not incurred or issued, as applicable, in contemplation of or in connection with such Person becoming a Subsidiary (or such merger, consolidation or amalgamation);

(d) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and (ii) such Indebtedness does not exceed the cost of acquiring, constructing or improving such fixed or capital assets;

(e) Indebtedness of any Subsidiary to the Company or any other Subsidiary, and preferred stock or other preferred equity securities of any Subsidiary held by the Company or any other Subsidiary;

(f) Guarantees by any Subsidiary of Indebtedness of any other Subsidiary; provided such Indebtedness of any other Subsidiary so guaranteed is permitted under clauses (d), (e) or (n) of this Section;

(g) Indebtedness of Foreign Subsidiaries in an aggregate principal amount outstanding at any one time not to exceed US$125,000,000 (or with respect to any other currency, the US Dollar equivalent thereof);

(h) Indebtedness deemed to arise from the payment of insurance premiums on an installment basis in the ordinary course of business;

(i) Indebtedness incurred in connection with Hedging Agreements entered into for non-speculative purposes;

(j) Indebtedness under any overdraft facilities entered into in the ordinary course of business;

(k) Indebtedness in respect of workers’ compensation claims, and bid, performance or surety bonds;

(l) Indebtedness arising in connection with the endorsement of instruments for deposit in the ordinary course;

(m) Indebtedness incurred by any Broker Dealer Subsidiary in the ordinary course of its business; and

(n) other Indebtedness, preferred stock or other preferred equity interests not expressly permitted by clauses (a) through (m) above; provided that the sum of (i) the aggregate principal amount of Indebtedness and the aggregate value of preferred stock or other preferred equity interests permitted under this clause (n), (ii) without duplication of the foregoing clause (i), the aggregate principal amount of outstanding obligations secured by Liens permitted under Section 6.01(n) and (iii) the aggregate amount of Attributable Debt in respect of Sale and Leaseback Transactions permitted by Section 6.03(b) shall not at any time exceed the greater of (y) US$200,000,000 and (z) 18% of Consolidated EBITDA for the Test Period most recently ended on or prior to the date of incurrence of any such Indebtedness.

SECTION 6.03. Sale and Leaseback Transactions. The Company will not, and will not permit any of the Subsidiaries to, enter into or be a party to any Sale and Leaseback Transaction except:

(a) Sale and Leaseback Transactions to which the Company or any Subsidiary is a party as of the date hereof; and

(b) other Sale and Leaseback Transactions not expressly permitted by clause (a) above; provided that the sum of (i) the aggregate amount of Attributable Debt in respect of Sale and Leaseback Transactions permitted by this clause (b), (ii) the aggregate principal amount of outstanding obligations secured by Liens permitted under Section 6.01(n) and (iii) without duplication of the foregoing clause (ii), the aggregate principal amount of Indebtedness and the aggregate value of preferred stock or other preferred equity interests permitted by Section 6.02(n) shall not at any time exceed the greater of (y) US$200,000,000 and (z) 18% of Consolidated EBITDA for the Test Period most recently ended on or prior to the date of the entry into any such Sale and Leaseback Transaction.

SECTION 6.04. Fundamental Changes. (a) The Company will not, and will not permit any Subsidiary to, (i) merge into or consolidate or amalgamate with any other Person, (ii) permit any other Person to merge into or consolidate or amalgamate with it, (iii) in the case of any Subsidiary, consummate a Division as the Dividing Person, (iv) liquidate or dissolve or (v) sell, transfer, lease or otherwise dispose of, directly or through any merger, consolidation or amalgamation and whether in one transaction or in a series of transactions, assets (including Equity Interests in Subsidiaries) representing all or substantially all of the assets of the Company and the Subsidiaries (whether now owned or hereafter acquired), taken as a whole, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (A) any Person may merge into the Company in a transaction in which the Company is the surviving Person, (B) any Subsidiary may (x) merge, consolidate or amalgamate with or into any Person in a transaction in which the surviving Person is a Subsidiary or, if the surviving Person is not a Subsidiary, if such transaction is otherwise permitted hereunder or (y) sell, transfer, lease or otherwise dispose of its assets to the Company or to another Subsidiary, (C) any Subsidiary may consummate a Division as the Dividing Person if, immediately upon the consummation of the Division, the assets of the applicable Dividing Person are held by one or more Subsidiaries at such time, or, with respect to assets not so held by one or more Subsidiaries, such Division is otherwise permitted hereunder and (D) any Subsidiary may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders. Notwithstanding the foregoing provisions of this paragraph (a), to the extent that more than 25% of the value of the assets of the Company, or of the Company and the Subsidiaries taken as a whole, that are subject to the restrictions of this paragraph is at any time represented by Margin Stock (within the meaning of Regulation U), the Company shall be free to sell, transfer, lease or otherwise dispose of such excess Margin Stock (it being understood that Margin Stock not in excess of 25% of the value of such assets will be subject to the restrictions of this paragraph).

(b) The Company will not, and will not permit any Subsidiary to, engage to any material extent in any business other than businesses of the type conducted by the Company and the Subsidiaries on the date of execution of this Agreement and businesses reasonably related or ancillary thereto.

SECTION 6.05. Restrictive Agreements. The Company will not, and will not permit any Material Subsidiary to, enter into any agreement that restricts the ability of any Material Subsidiary to pay dividends or other distributions to the Company or other Subsidiaries or to make or repay loans or advances to the Company or other Subsidiaries; provided that the foregoing shall not apply to (a) restrictions and conditions imposed by law or by this Agreement, or, with respect to any Broker Dealer Subsidiary, otherwise required or requested by any Governmental Authority, (b) restrictions and conditions existing on the date hereof identified on Schedule 6.05 (or to any extension, amendment, modification, renewal or replacement thereof not expanding the scope of any such restriction or condition), (c) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale to the extent that such restrictions and conditions apply only to the Subsidiary or assets to be sold and such sale is permitted hereunder or (d) any agreements governing purchase money Indebtedness or Capital Lease Obligations, provided that such restrictions relate to only the assets financed with such Indebtedness.

SECTION 6.06. Transactions with Affiliates. The Company will not, and will not permit any of the Subsidiaries to, sell, lease or otherwise transfer any material property or assets to, or purchase, lease or otherwise acquire any material property or assets from, or otherwise engage in any other material transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Company or such Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among the Company and the Subsidiaries, or between or among Subsidiaries, in each case not involving any other Affiliate, (c) the declaration and payment of dividends with respect to its Equity Interests, (d) the making of grants or payments pursuant to and in accordance with equity award, bonus or incentive plans or other benefit plans for management, directors or employees of the Company and the Subsidiaries, (e) the transactions set forth on Schedule 6.06 and (f) employment agreements, officer and director indemnification agreements, confidentiality agreements, non-compete agreements and similar arrangements entered into by the Company or any of the Subsidiaries with its officers, directors and employees.

SECTION 6.07. Leverage Ratio. The Company will not permit the Leverage Ratio as of the last day of any Test Period ending after the Effective Date to exceed 3.50 to 1.00; provided that (a) following the completion of the Itiviti Acquisition, such maximum permitted Leverage Ratio shall be increased to 4.25 to 1.00 at the end of and for the fiscal quarter during which the Itiviti Acquisition shall have been completed and each of the following three fiscal quarters (such period of four fiscal quarters being called the “Itiviti Increase Period”) and (b) subject to the final sentence of this Section, following the completion of any Material Specified Acquisition (other than the Itiviti Acquisition), if the Company shall so elect by a notice delivered to the Administrative Agent within 30 days following such completion, such maximum permitted Leverage Ratio shall be increased to 4.00 to 1.00 at the end of and for the fiscal quarter during which such Material Specified Acquisition shall have been completed and each of the following three fiscal quarters (such period of four fiscal quarters being called an “Increase Period”). The Company may terminate the Itiviti Increase Period or any Increase Period by a notice delivered to the Administrative Agent, whereupon, on and after the last day of the fiscal quarter immediately following the quarter during which such notice is given, the maximum permitted Leverage Ratio shall be reduced to 3.50 to 1.00. Except with respect to the first Material Specified Acquisition completed after the completion of the Itiviti Acquisition for which the Company makes an election under clause (b) above, the Company may not make an election under clause (b) above to increase the maximum Leverage Ratio unless, as of the end of at least two fiscal quarters immediately preceding such election either (i) the maximum permitted Leverage Ratio permitted under this Section shall have been 3.50 to 1.00 or (ii) the Leverage Ratio did not exceed 3.00 to 1.00.

SECTION 6.08. Certain Acquisition Covenants. In the event the Funding Date occurs prior to the Itiviti Acquisition Closing Date, then (a) from and after the Funding Date and until the consummation of the Itiviti Acquisition, the Company shall not, and shall not permit any of the Subsidiaries to, permit any Itiviti Acquisition Agreement Restricted Modification and (b) the Company shall not, and shall not permit any of the Subsidiaries to, consummate the Itiviti Acquisition except pursuant to, and in all material respects in accordance with, the terms of the Itiviti Acquisition Agreement.

ARTICLE VII

Events of Default

If any of the following events (“Events of Default”) shall occur:

(a) the Company shall fail to pay any principal of any Loan when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise;

(b) the Company shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in clause (a) of this Article) payable under this Agreement, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of five Business Days;

(c) any representation or warranty made or deemed made by or on behalf of the Company in or in connection with this Agreement, any other Loan Document or any amendment or modification hereof or thereof or waiver hereunder or thereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any other Loan Document or any amendment or modification hereof or thereof or waiver hereunder or thereunder, shall prove to have been incorrect in any material respect when made or deemed made;

(d) the Company shall fail to observe or perform any covenant, condition or agreement contained in Section 5.02(a), 5.03 (with respect to the Company’s existence) or 5.08 or in Article VI;

(e) the Company shall fail to observe or perform any covenant, condition or agreement contained in this Agreement or any other Loan Document (other than those specified in clause (a), (b) or (d) of this Article), and such failure shall continue unremedied for a period of 30 days after notice thereof from the Administrative Agent (which may be given at the request of any Lender) to the Company;

(f) the Company or any Subsidiary shall default in the payment (whether of principal or interest and regardless of amount) of any Material Indebtedness when and as the same shall become due and payable after giving effect to any applicable grace periods;

(g) any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this clause (g) shall not apply to (i) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness or (ii) any prepayment, repurchase, redemption or defeasance of any Acquisition Indebtedness if the related Acquisition is not consummated;

(h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of the Company or any Material Subsidiary or its debts, or of a substantial part of its assets, under any Debtor Relief Laws now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Company or any Material Subsidiary or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered;

(i) the Company or any Material Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Debtor Relief Laws now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (h) of this Article, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Company or any Material Subsidiary or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing;

(j) the Company or any Material Subsidiary shall become unable, admit in writing its inability, or fail generally, to pay its debts as they become due;

(k) one or more judgments for the payment of money in an aggregate amount in excess of US$150,000,000 (provided that such amount shall be calculated after deducting therefrom any amount of such judgment that is covered by a valid and binding policy of insurance from a third party insurer that is rated at least “A-” by A.M. Best Company, which insurer has been notified of such judgment and has not disputed the claim made for payment) shall be rendered against the Company, any Subsidiary or any combination thereof and the same shall remain undischarged and not vacated or paid in full for a period of 30 consecutive days during which execution shall not be effectively stayed (which stay shall include the posting of a bond pending appeal that has the effect of staying execution of such judgment), or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of the Company or any Subsidiary to enforce any such judgment;

(l) an ERISA Event shall have occurred that, in the opinion of the Required Lenders, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect;

(m) (i) any license, permit or registration of any Broker Dealer Subsidiary shall be revoked, suspended or otherwise terminated by the SEC, FINRA or any other applicable Governmental Authority, except where such revocation, suspension or termination could not reasonably be expected to result in a Material Adverse Effect, (ii) the SIPC shall apply for or obtain a protective decree or other restrictive order with regard to any Broker Dealer Subsidiary, (iii) any Broker Dealer Subsidiary shall be found by a Governmental Authority to have violated any law or regulation, or be the subject of any judgment or arbitration award, and such violation or award has resulted or would reasonably be expected to result in a Material Adverse Effect, or (iv) any action or proceeding by or before any Governmental Authority involving any Broker Dealer Subsidiary shall be pending as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, would reasonably be expected to result in a Material Adverse Effect; or

(n) a Change in Control shall occur;

then, and in every such event (other than an event with respect to the Company described in clause (h) or (i) of this Article), and at any time thereafter during the continuance of such event, subject to Section 4.03, the Administrative Agent may with the consent of the Required Lenders, and shall at the request of the Required Lenders, by notice to the Company, take any of the following actions, at the same or different times: (i) terminate the Commitments and thereupon the Commitments shall terminate immediately and (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal or other amount not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Company accrued hereunder, shall become due and payable immediately, in each case, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Company; and in case of any event with respect to the Company described in clause (h) or (i) of this Article, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Company accrued hereunder, shall automatically become due and payable, in each case, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Company.

Notwithstanding anything to the contrary in this Agreement or any other Loan Document, during the period from and including the Itiviti Acquisition Closing Date and ending on the date that is 30 days after the Itiviti Acquisition Closing Date (the “Clean-up Period”), if any representation or warranty (other than the Certain Funds Representations) made by the Company in the Loan Documents or in any certificate furnished pursuant to this Agreement (other than any certificate furnished pursuant to Section 4.02(b) (to the extent relating to the Certain Funds Representations)) shall prove to have been incorrect when made solely by reason of any circumstance relating to Itiviti and its subsidiaries or the business or operations thereof, such breach of such representation or warranty shall not constitute a Default or Event of Default (other than for purposes of 5.02(a)) if and for so long as the circumstances giving rise to such breach of such representation or warranty (a) are capable of being remedied within the Clean-Up Period and the Company and the Subsidiaries are taking appropriate steps to remedy such breach, (b) do not have and would not reasonably be expected to have a Material Adverse Effect and (c) were not procured by or approved by the Company or any of the Subsidiaries (other than Itiviti and its subsidiaries). If the relevant circumstances are continuing on or after the expiration of the Clean-up Period, the breach of such representation or warranty, if otherwise constituting a Default or an Event of Default, shall then constitute a Default or an Event of Default, as the case may be, notwithstanding the immediately preceding sentence (and without prejudice to the rights and remedies of the Administrative Agent and the Lenders hereunder). For the avoidance of doubt, nothing in this paragraph shall affect the conditions precedent set forth in Article IV.

ARTICLE VIII

The Administrative Agent

Each of the Lenders hereby irrevocably appoints the entity named as Administrative Agent in the heading of this Agreement and its successors to serve as Administrative Agent under the 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 of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Without limiting the foregoing, each Lender hereby authorizes the Administrative Agent to execute and deliver, and to perform its obligations under, each of the Loan Documents to which the Administrative Agent is a party, and to exercise all rights, powers and remedies that the Administrative Agent may have under such Loan Documents.

The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents, and in performing its functions and duties hereunder and under the other Loan Documents, the Administrative Agent is acting solely on behalf of the Lenders (except in limited circumstances expressly provided for herein relating to the maintenance of the Register), and its functions and duties are entirely mechanical and administrative in nature. Without limiting the generality of the foregoing, (a) the Administrative Agent does not assume, and shall not be deemed to have assumed, any obligation or duty or any other relationship as the agent, fiduciary or trustee of or for any Lender or any other Person, other than as expressly set forth herein and in the other Loan Documents, regardless of whether a Default has occurred and is continuing (and it is understood and agreed that the use of the term “agent” (or any similar term) herein or in any other Loan Document with reference to the Administrative Agent is not intended to connote any fiduciary duty or other implied (or express) obligations arising under agency doctrine of any applicable law, and that such term is used as a matter of market custom and is intended to create or reflect only an administrative relationship between contracting parties), and each Lender agrees that it will not assert any claim against the Administrative Agent based on an alleged breach of fiduciary duty by the Administrative Agent in connection with this Agreement, any other Loan Document and/or the transactions contemplated hereby or thereby, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the 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 necessary, or as the Administrative Agent shall believe in good faith to be necessary, under the circumstances as provided in Section 9.02), provided that the Administrative Agent shall not be required to take any action that, in its opinion, could expose the Administrative Agent to liability or be contrary to any Loan Document or applicable law, rule or regulation, and (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Company, any Subsidiary or any other Affiliate of any of the foregoing that is communicated to or obtained by the Administrative Agent or any of its Affiliates in any capacity. Neither the Administrative Agent nor any of its Related Parties shall be liable for any action taken or not taken by it 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 to be necessary, under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct (such absence to be presumed unless otherwise determined by a court of competent jurisdiction by a final and non-appealable judgment). The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof (stating that it is a “notice of default”) is given to the Administrative Agent by the Company or a Lender, and 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 any Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the sufficiency, value, validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document (including, for the avoidance of doubt, in connection with the Administrative Agent’s reliance on any Electronic Signature transmitted by fax, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page), or (v) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items (which on their face purport to be such items) expressly required to be delivered to the Administrative Agent or satisfaction of any condition that expressly refers to the matters described therein being acceptable or satisfactory to the Administrative Agent (it being understood and agreed, however, that the Administrative Agent is authorized to provide the notice of the occurrence of the Effective Date and of the Funding Date as contemplated by the last sentence of Section 4.01 or 4.02, respectively, and to confirm the satisfaction of the conditions precedent set forth in any such Section, and that the Administrative Agent shall not have any liability to any Person arising from, or be responsible for any loss, cost or expense suffered by any Person on account of, any such notice or confirmation provided by the Administrative Agent). The Administrative Agent shall be deemed to have no knowledge of any Lender being a Restricted Lender unless and until the Administrative Agent shall have received the written notice from such Lender referred to in Section 1.08, and then only as and to the extent specified in such notice, and any determination of whether 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 to be necessary, under the circumstances as provided in Section 9.02) shall have provided a consent or direction in connection with this Agreement or any other Loan Document shall not be affected by any delivery to the Administrative Agent of any such written notice subsequent to such consent or direction being provided by the Required Lenders (or such other number or percentage of Lenders). Notwithstanding anything herein to the contrary, the Administrative Agent shall not have any liability arising from, or be responsible for any loss, cost or expense suffered on account of, any determination by the Administrative Agent that any Lender is a Defaulting Lender, or the effective date of such status, it being further understood and agreed that the Administrative Agent shall not have any obligation to determine whether any Lender is a Defaulting Lender. Each Lender agrees that nothing in this Agreement or any other Loan Document shall require the Administrative Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its functions or duties under the Loan Documents or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for acting or not acting 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 (whether or not such Person in fact meets the requirements set forth in the Loan Documents for being the signatory, sender or authenticator thereof). The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person (whether or not such Person in fact meets the requirements set forth in the Loan Documents for being the maker thereof), shall not incur any liability for relying thereon and may act upon any such statement prior to receipt of written confirmation thereof. The Administrative Agent may consult with legal counsel (who may be counsel for the Company), 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. The Administrative Agent may treat the payee of any promissory note as its holder until such promissory note has been assigned in accordance with Section 9.04 and may rely on the Register to the extent set forth in Section 9.04(c).

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 it. The Administrative Agent and any such sub-agent may perform any and all of their duties and exercise their rights and powers through their respective Related Parties. The exculpatory provisions of this Article and the provisions of Section 9.03 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 provided for 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 non-appealable judgment that the Administrative Agent acted with gross negligence or wilful misconduct in the selection of such sub-agents.

The Person serving as 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 such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Company or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.

Subject to the provisions of this paragraph, the Administrative Agent may resign at any time by notifying the Lenders and the Company. Upon any such resignation, the Required Lenders shall have the right, with the Company’s approval (so long as no Event of Default has occurred and is continuing) to appoint a successor. If no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. 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 Company and such Person remove such Person as Administrative Agent and, with the Company’s approval, appoint a successor. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent, and the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder. Notwithstanding the foregoing, if the retiring Administrative Agent shall notify the Company and the Lenders that no qualifying Person has accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation or, in the case of a removal of the Administrative Agent as set forth above, no successor shall have accepted such appointment within 30 days after the Required Lenders give notice of removal, then such resignation or removal shall nonetheless become effective in accordance with such notice and (a) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (b) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent, provided that (i) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (ii) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall also directly be given or made to each Lender. The fees payable by the Company to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After the Administrative Agent’s resignation or removal hereunder, the provisions of this Article and Section 9.03, as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Loan Document, 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 it was acting as Administrative Agent.

In case of the pendency of any proceeding with respect to the Company under any Debtor Relief Laws now or hereafter in effect, the Administrative Agent (irrespective of whether the principal of any Loan 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 Company) 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 and all other obligations under the Loan Documents 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 and the Administrative Agent (including any claim under Sections 2.13, 2.14, 2.16, 2.17, 2.18 and 9.03) 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 proceeding is hereby authorized by each 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, to pay to the Administrative Agent any amount due to it, in its capacity as the Administrative Agent, under the Loan Documents (including under Section 9.03). Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the obligations or the rights of any Lender, or to vote in respect of the claim of any Lender in any such proceeding.

Each Lender acknowledges and agrees that (a) the Loan Documents set forth the terms of a commercial lending facility, (b) it is engaged in making, acquiring or holding commercial loans and in providing other facilities set forth herein as may be applicable to such Lender, in each case, in the ordinary course of business, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument (and each Lender agrees not to assert a claim in contravention of the foregoing), (c) it has, independently and without reliance upon the Administrative Agent, any Arranger, any Syndication Agent, any Documentation Agent or any other Lender, or any of the Related Parties of any of the foregoing, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement as a Lender, and to make, acquire or hold Loans hereunder and (d) it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein as may be applicable to such Lender, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent, any Arranger, any Syndication Agent, any Documentation Agent or any other Lender, or any of the Related Parties of any of the foregoing, 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. Each Lender, by becoming a party to this Agreement, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or the Lenders on the Effective Date. In determining compliance with any condition hereunder to the making of any Loan that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender sufficiently in advance to the making of such Loan.

Each Lender hereby agrees that (a) if the Administrative Agent notifies such Lender that the Administrative Agent has determined in its sole discretion that any funds received by such Lender from the Administrative Agent or any of its Affiliates (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “Payment”) were erroneously transmitted to such Lender (whether or not known to such Lender), and demands the return of such Payment (or a portion thereof), such Lender shall promptly, but in no event later than one Business Day thereafter, return to the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Lender to the date such amount is repaid to the Administrative Agent at the greater of (i) the NYFRB Rate and (ii) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (b) to the extent permitted by applicable law, such Lender shall not assert, and hereby waives, as to the Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Payments received, including, without limitation any defense based on “discharge for value” or any similar doctrine. A notice of the Administrative Agent to any Lender under this paragraph shall be conclusive, absent manifest error.

Each Lender hereby further agrees that if it receives a Payment from the Administrative Agent or any of its Affiliates (a) that is in a different amount than, or on a different date from, that specified in a notice of payment sent by the Administrative Agent (or any of its Affiliates) with respect to such Payment (a “Payment Notice”) or (b) that was not preceded or accompanied by a Payment Notice, it shall be on notice, in each such case, that an error has been made with respect to such Payment. Each Lender agrees that, in each such case, or if it otherwise becomes aware a Payment (or portion thereof) may have been sent in error, such Lender shall promptly notify the Administrative Agent of such occurrence and, upon demand from the Administrative Agent, it shall promptly, but in no event later than one Business Day thereafter, return to the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Lender to the date such amount is repaid to the Administrative Agent at the greater of (i) the NYFRB Rate and (ii) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

The Company hereby agrees that (a) in the event an erroneous Payment (or portion thereof) are not recovered from any Lender that has received such Payment (or portion thereof) for any reason, the Administrative Agent shall be subrogated to all the rights of such Lender with respect to such amount and (b) an erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any obligations owed by the Company.

Each party’s obligations under this Article VIII shall survive the resignation or replacement of the Administrative Agent or any transfer of rights or obligations by, or the replacement of, a Lender, the termination of the Commitments or the repayment, satisfaction or discharge of all obligations under any Loan Document.

The parties agree that none of the Arrangers, the Syndication Agents or the Documentation Agents shall, in its capacity as such, have any duties or responsibilities under this Agreement or any other Loan Document (except in its capacity, as applicable, as a Lender), but all such Persons shall have the benefit of the indemnities provided for hereunder.

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 the Arrangers and not, for the avoidance of doubt, to or for the benefit of the Company or any Subsidiary, that at least one of the following is and will be true:

(a) 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 Commitments or this Agreement,

(b) 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 Commitments and this Agreement,

(c) (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 Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 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 Commitments and this Agreement, or

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

In addition, unless either (i) the immediately preceding clause (a) is true with respect to a Lender or (ii) a Lender has provided another representation, warranty and covenant in accordance with the immediately preceding clause (d), 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 the Arrangers, and not, for the avoidance of doubt, to or for the benefit of the Company or any Subsidiary, that the Administrative Agent and the Arrangers are not fiduciaries 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 Commitments and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent or the Arrangers under this Agreement, any Loan Document or any documents related hereto or thereto).

ARTICLE IX

Miscellaneous

SECTION 9.01. Notices. (a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by fax or email, as follows:

(i) if to the Company, to Broadridge Financial Solutions Inc., 5 Dakota Drive, Lake Success, New York 11042, Attention of Corporate Treasurer (Fax No. 516-472-5014, Email: CT@broadridge.com), with a copy to 5 Dakota Drive, Lake Success, New York 11042, Attention of Assistant Treasurer (Fax No. 516-472-5014, Email: CT@broadridge.com);

(ii) if to the Administrative Agent, to JPMorgan Chase Bank, N.A., 500 Stanton Christiana Road, NCC5 / 1st Floor, Newark, DE, 19713-2107, Attention of Nick Papa (Fax No. 302-634-1979; Email: nicholas.papa@chase.com); and

(iii) if to any Lender, to it at its address (or telephone number, email address and fax number, as applicable) set forth in its Administrative Questionnaire.

(b) Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications (including email) or using an Electronic System pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices under Article II to any Lender if such Lender has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication or using an Electronic System. The Administrative Agent or the Company may, in its discretion and in addition to email, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

(c) Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an email address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), and (ii) notices or communications posted to an Electronic System shall be deemed received upon the deemed receipt by the intended recipient, at its email address as described in the foregoing clause (i), of notification that such notice or communication is available and identifying the website address therefor; provided that, for both clauses (i) and (ii) above, if such notice, email or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient.

(d) Any party hereto may change its address, telephone number, email or fax number for notices and other communications hereunder by notice to the other parties hereto (or, in the case of any change by a Lender, by notice to the Company and the Administrative Agent).

(e) The Company agrees that the Administrative Agent may, but shall not be obligated to, make any Communication by posting such Communication on the Electronic System. The Electronic System is provided “as is” and “as available”. Neither the Administrative Agent nor any of its Related Parties warrant, or shall be deemed to warrant, the adequacy of the Electronic System, and the Administrative Agent expressly disclaims liability for errors or omissions in the Communications. No warranty of any kind, express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by the Administrative Agent or any of its Related Parties in connection with the Communications or the Electronic System. In no event shall the Administrative Agent or any of its Related Parties have any liability to the Company, any Lender or any other Person for damages of any kind, including direct or indirect, special, incidental or consequential or punitive damages, losses or expenses (whether in tort, contract or otherwise) arising out of any transmission of Communications through the Electronic System, except, in the case of liability of the Administrative Agent for direct damages to the Company to the extent such damages are found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from its gross negligence or willful misconduct.

SECTION 9.02. Waivers; Amendments. (a) No failure or delay by the Company, the Administrative Agent or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of any Loan Document or consent to any departure by the Company therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Without limiting the generality of the foregoing, the execution and delivery of this Agreement or the making of a Loan shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any Lender or any Related Party of any of the foregoing may have had notice or knowledge of such Default at the time.

(b) Except as provided in Section 9.02(c), none of this Agreement, any other Loan Document or any provision hereof or thereof may be waived, amended or modified except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Company, the Administrative Agent and the Required Lenders or, in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent and the Company, in each case with the consent of the Required Lenders; provided that no such agreement shall (i) increase the Commitment of any Lender, or change the currency in which Loans are available thereunder, without the written consent of such Lender, (ii) reduce the principal amount of any Loan or reduce the rate of interest thereon, or reduce any fees payable hereunder (in each case, other than as a result of any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.14(f)), without the written consent of each Lender adversely affected thereby, (iii) postpone the scheduled date of payment of the principal amount of any Loan, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment (other than as a result of any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.14(f)), or postpone the scheduled date of expiration of any Commitment (in each case, including any such postponement as a result of any waiver, amendment or other modification to the definition of the term “Commitment Termination Date” or to Section 2.09(a) or 2.12(c) (other than subclause (i) of Section 2.12(c)), but excluding any waiver, amendment or other modification to Section 2.09(c) or 2.12(b) or clause (i) of Section 2.12(c), each of which excluded Sections and clauses shall not be subject to this clause (iii)), in each case, without the written consent of each Lender adversely affected thereby, (iv) change Section 2.19(b) or 2.19(c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender adversely affected thereby, (v) change any of the provisions of this Section or the percentage set forth in the definition of the term “Required Lenders”, “Majority in Interest” or any other provision hereof specifying the number or percentage of Lenders (or Lenders of any Class) required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender (or each Lender of such Class, as the case may be) or (vi) change any provisions of any Loan Document in a manner that by its terms adversely affects the rights or obligations of Lenders of any other Class without the written consent of Lenders of the adversely affected Class representing a Majority in Interest of such Class; provided further that (A) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder without the prior written consent of the Administrative Agent, and (B) any waiver, amendment or modification of any Loan Document that by its terms affects the rights or obligations hereunder or thereunder of the Lenders of one Class (but not the Lenders of the other Class) may be effected by an agreement or agreements in writing entered into by the Company and the requisite number or percentage in interest of the affected Class of Lenders that would be required to consent thereto under this Section if such Class of Lenders were the only Class of Lenders hereunder at the time.

(i) any amendment of the definition of the term “Applicable Rate” pursuant to the last sentence of such definition shall require only the written consent of the Company and the Required Lenders;

(ii) no consent with respect to any waiver, amendment or modification of this Agreement or any other Loan Document shall be required of (A) any Defaulting Lender, except with respect to any waiver, amendment or modification referred to in clause (i), (ii) or (iii) of the first proviso of Section 9.02(b) and then only in the event such Defaulting Lender shall be adversely affected by such amendment, waiver or other modification or (B) with respect to any waiver, amendment or modification referred to in the first proviso of Section 9.02(b), any Lender that receives payment in full of the principal of and interest accrued on each Loan made by, and all other amounts owing to, such Lender or accrued for the account of such Lender under this Agreement and the other Loan Documents at the time such amendment, waiver or other modification becomes effective and whose Commitments terminate by the terms and upon the effectiveness of such waiver, amendment or other modification;

(iii) any provision of this Agreement or any other Loan Document may be amended by an agreement in writing entered into by the Company and the Administrative Agent to cure any ambiguity, omission, defect or inconsistency so long as, in each case, the Lenders shall have received at least five Business Days prior written notice thereof and the Administrative Agent shall not have received within five Business Days of the date of such notice to the Lenders, a written notice from the Required Lenders stating that the Required Lenders objects to such amendment; and

(iv) any provision of this Agreement or any other Loan Document may be amended in a manner provided in Sections 1.09 and 2.15(b).

(d) The Administrative Agent may, but shall have no obligation to, with the concurrence of any Lender, execute amendments, waivers or other modifications on behalf of such Lender. Any amendment, waiver or other modification effected in accordance with this Section 9.02 shall be binding upon each Person that is at the time thereof a Lender and each Person that subsequently becomes a Lender.

SECTION 9.03. Expenses; Indemnity; Limitation of Liability. (a) The Company shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Arrangers and their respective Affiliates, including the reasonable and documented fees, charges and disbursements of counsel, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement or the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (ii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent or any Lender (including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent or any Lender and all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect of the Loans) in connection with the enforcement or protection of its rights under any Loan Document, including its rights under this Section or in connection with the Loans made hereunder.

(b) The Company shall indemnify the Administrative Agent, each Arranger, each Documentation Agent, each Syndication Agent, each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), against, and hold each Indemnitee harmless from, any and all Liabilities and out-of-pocket costs or expenses, joint or several, including the reasonable and documented fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the consummation of the Transactions, the Itiviti Acquisition or any other transactions contemplated hereby, (ii) any Loan or the use of the proceeds therefrom, (iii) the execution, delivery or performance by the Company of the Loan Documents, or any actions or omissions of the Company or any of the Subsidiaries in connection therewith or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing or to any of the Loan Documents (regardless of whether brought by the Company, any of its Affiliates or any third party, whether or not such Indemnitee is a party to such claim, litigation, investigation or proceeding and whether such claim, litigation, investigation or proceeding is based on contract, tort or any other theory); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such Liabilities or costs or expenses (x) shall have been determined by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from (i) the gross negligence, bad faith or willful misconduct of such Indemnitee or (ii) a material breach by such Indemnitee or its Related Parties of its agreements set forth herein (other than unintentional breaches that are corrected promptly after they come to the attention of such Indemnitee) or (y) arise out of any claim, litigation, investigation or proceeding that does not involve an act or omission by the Company or any of its Affiliates and that is brought by an Indemnitee against any other Indemnitee (other than any such claim, litigation, investigation or proceeding against any of the Administrative Agent, an Arranger, a Documentation Agent or a Syndication Agent (or related Indemnitee) in its capacity or in fulfilling its role in such capacity under the Loan Documents). This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim.

(c) To the extent that the Company fails to pay any amount required to be paid by it to the Administrative Agent (or any sub-agent thereof), or any Related Party of any of the foregoing (and without limiting its obligation to do so), under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent (or such sub-agent), or such Related Party, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed Liabilities or cost or expense, as the case may be, was incurred by or asserted against the Administrative Agent (or such sub-agent) in its capacity as such, or against any Related Party acting for the Administrative Agent (or any such sub-agent) in connection with such capacity. For purposes of this paragraph, a Lender’s “pro rata share” shall be determined, at any time, based upon the percentage that its Commitments or Loans represent of the aggregate amount of the Commitments or Loans at such time (or most recent in effect or outstanding).

(d) To the extent permitted by applicable law, the Company shall not assert, and the Company hereby waives, any claim against any Lender-Related Person, on any theory of liability, for (i) any Liabilities arising from the use by others of information or other materials (including, without limitation, any personal data) obtained through telecommunications, electronic or other information transmission systems (including the Internet and Electronic Systems), or (ii) special, indirect, consequential or punitive damages (as opposed to direct or actual damages), in each case, arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or the use of the proceeds thereof.

(e) All amounts due under this Section shall be payable within 15 Business Days after receipt by the Company of a reasonably detailed invoice therefor (or, if an invoice therefor shall have been provided prior to the Effective Date or at least three Business Days prior to the Funding Date, then on the Effective Date or the Funding Date, as the case may be).

SECTION 9.04. Successors and Assigns. (a) 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 (i) the Company may not assign or otherwise transfer any of its rights or obligations hereunder or under any other Loan Document without the prior written consent of each Lender (and any attempted assignment or transfer by the Company without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. 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 paragraph (c) of this Section), the Arrangers, the Documentation Agents, the Syndication Agents and, to the extent expressly contemplated hereby, the sub-agents of the Administrative Agent and the Lender-Related Persons) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) Subject to the conditions set forth in paragraph (c) below, any Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:

(i) the Company; provided that no consent of the Company shall be required for (A) prior to funding of the Loans on the Funding Date, an assignment to a Specified Permitted Lender and (B) after the funding of the Loans on the Funding Date, an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, or, if an Event of Default has occurred and is continuing, to any other assignee; provided further, in each case, that the Company shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within 10 Business Days after having received written notice thereof; and

(ii) the Administrative Agent.

(i) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans of any Class, the amount of the Commitment or Loans of any Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than US$5,000,000 unless each of the Company and the Administrative Agent otherwise consents; provided that (x) no such consent of the Company shall be required if an Event of Default has occurred and is continuing and (y) the Company shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within 10 Business Days after having received written notice thereof;

(ii) 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 as such rights and obligations relate to the Class of Loans or Commitments being assigned;

(iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption (or an agreement incorporating by reference a form of Assignment and Assumption posted on the Electronic System), together with a processing and recordation fee of US$3,500; and

(iv) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

(d) Subject to acceptance and recording thereof pursuant to paragraph (e) of this Section, from and after the effective date specified in each Assignment and Assumption (or an agreement incorporating by reference a form of Assignment and Assumption posted on the Electronic System) the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, 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 and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption 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 Sections 2.16, 2.17, 2.18 and 9.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 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 paragraph (g) of this Section.

(e) The Administrative Agent, acting for this purpose as a non-fiduciary agent of the Company, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount (and related interest amounts) of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Company, 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, notwithstanding notice to the contrary. The Register shall be available for inspection by the Company and any Lender (but solely with respect to the interest of such Lender), at any reasonable time and from time to time upon reasonable prior notice.

(f) Upon its receipt of a duly completed Assignment and Assumption (or an agreement incorporating by reference a form of Assignment and Assumption posted on the Electronic System) executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (c) of this Section and any consent to such assignment required by paragraph (b) or (c) of this Section, the Administrative Agent shall record the information contained in such Assignment and Assumption in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

(g) Any Lender may, without the consent of, or notice to, the Company and the Administrative Agent, sell participations to one or more Eligible Assignees (each a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Company, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under the Loan Documents. 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 the Loan Documents and to approve any amendment, modification or waiver of any provision of the Loan Documents; 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 described in clauses (i), (ii) or (iii) of the first proviso to Section 9.02(b) that affects such Participant. Subject to paragraph (h) of this Section, the Company agrees that each Participant shall be entitled to the benefits of Sections 2.16, 2.17 and 2.18 (subject to the limitations and requirements therein) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender; provided such Participant agrees to be subject to Section 2.19(c) 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 Company, maintain a register on which it enters the name and address of each Participant and the principal amounts (and related interest amounts) of each Participant’s interest in the Loans or other obligations under this Agreement (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 or its other obligations under any Loan Document) to any Person other than a Governmental Authority except to the extent that such disclosure is necessary to establish that such Commitment, Loan 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 such) shall have any responsibility for maintaining a Participant Register.

(h) A Participant shall not be entitled to receive any greater payment under Section 2.16 or 2.18 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Company’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.18 unless such Participant agrees, for the benefit of the Company, to comply with Section 2.18(f) as though it were a Lender (it being understood that the documentation required by Section 2.18(f) shall be delivered to the participating Lender).

(i) 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 or any other central bank having jurisdiction over such Lender, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

SECTION 9.05. Survival. All covenants, agreements, representations and warranties made by the Company herein, in the other Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, any Arranger, any Documentation Agent, any Syndication Agent, any Lender or any Related Party of any of the foregoing may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid and so long as the Commitments have not expired or terminated. The provisions of Sections 2.16, 2.17, 2.18 and 9.03 and Articles VIII and X shall survive and remain in full force and effect regardless of the consummation of the Transactions or the other transaction contemplated hereby, the repayment of the Loans, the expiration or termination of the Commitments or the termination of this Agreement or any provision hereof.

SECTION 9.06. Counterparts; Integration; Effectiveness; Electronic Execution. (a) This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement, the other Loan Documents and any separate fee letters entered into in connection with the credit facilities provided for herein constitute the entire agreement among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof (but do not supersede any provisions of any commitment letter or fee letter that by the terms of such documents survive the effectiveness of this Agreement, all of which provisions shall remain in full force and effect (it being understood that nothing therein shall have the effect of modifying any provision of this Agreement)). Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by fax or other electronic image scan transmission shall be effective as delivery of a manually executed counterpart of this Agreement.

(b) Delivery of an executed counterpart of a signature page of this Agreement, any other Loan Document and/or any document, amendment, approval, consent, information, notice (including, for the avoidance of doubt, any notice delivered pursuant to Section 9.01), certificate, request, statement, disclosure or authorization related to this Agreement, any other Loan Document and/or the transactions contemplated hereby and/or thereby (each, an “Ancillary Document”) that is an Electronic Signature transmitted by fax, emailed pdf. or any other electronic means shall be effective as delivery of a manually executed counterpart of this Agreement, such other Loan Document or such Ancillary Document, as applicable. The words “execution”, “signed”, “signature”, “delivery”, and words of like import in or relating to this Agreement, any other Loan Document and/or any Ancillary Document shall be deemed to include Electronic Signatures, electronic deliveries or the keeping of records in any electronic form (including deliveries by fax, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be; provided that nothing herein shall require the Administrative Agent to accept Electronic Signatures in any form or format without its prior written consent and pursuant to procedures approved by it; provided, further, without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept any Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of the Company without further verification thereof so long as such reliance shall not have been found, by a court of competent jurisdiction by a final and non-appealable judgment, to constitute the gross negligence or willful misconduct of such Person and (ii) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be reasonably promptly followed by a manually executed counterpart. Without limiting the generality of the foregoing, the Company hereby (A) agrees that, for all purposes, including, without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders and the Company, Electronic Signatures transmitted by fax, emailed pdf. or any other electronic means and/or any electronic images of this Agreement, any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (B) the Administrative Agent and each of the Lenders may, at its option, create one or more copies of this Agreement, any other Loan Document and/or any Ancillary Document in the form of an imaged electronic record in any format, which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document (and all such electronic records shall be considered an original for all purposes and shall have the same legal effect, validity and enforceability as a paper record), (C) waives any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto and (D) waives any claim against any Lender-Related Person for any Liabilities arising solely from the Administrative Agent’s and/or any Lender’s reliance on or use of Electronic Signatures and/or transmissions by fax, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page, including any Liabilities arising as a result of the failure of the Company to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature, so long as such reliance, use or failure shall not have been found, by a court of competent jurisdiction by a final and non-appealable judgment, to constitute the gross negligence or willful misconduct of such Person.

SECTION 9.07. Severability. Any provision of any Loan Document held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions of such Loan Document; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

SECTION 9.08. Right of Set-Off. Subject to Section 4.03, if an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (including general or special, time or demand, provisional or final, but excluding customer related deposits or ERISA related funds) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Company against any of and all the obligations of the Company held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured, provided that such Lender or Affiliate shall notify the Administrative Agent promptly after effecting such set-off, provided further that the Administrative Agent shall notify the Company of such set-off promptly after receiving such notice from such Lender or Affiliate. The rights of each Lender and each of its Affiliates, under this Section are in addition to and shall not limit other rights and remedies (including other rights of set-off) that such Lender or Affiliate may have.

SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of Process. (a) This Agreement shall be construed in accordance with and governed by the law of the State of New York; provided that the determination of whether the Itiviti Acquisition has been consummated in accordance with the terms of the Itiviti Acquisition Agreement, and any claim or dispute arising out of any such determination or any aspect thereof, shall in each case be governed by and shall be construed in accordance with the law of England and Wales.

(b) Each party hereto irrevocably and unconditionally submits, for itself and its property, to the jurisdiction of the United States District Court of the Southern District of New York and the Supreme Court of the State of New York sitting in New York County, and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to any Loan Document or the Transactions, or for recognition or enforcement of any judgment related thereto, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such suit, action or proceeding shall be heard and determined exclusively in such Federal Court, or, in the event such Federal court lacks subject matter jurisdiction, such New York State court, and that a final judgment in any such suit, action or proceeding shall be conclusive; provided that each of the parties hereto agrees that any such final judgment may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

(c) Each party hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document or the Transactions in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court.

(d) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement or any other Loan Document will affect the right of any party hereto or thereto to serve process in any other manner permitted by law.

SECTION 9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

SECTION 9.11. Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

SECTION 9.12. Confidentiality; Non-Public Information. (a) The Administrative Agent and each Lender agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (i) to its Affiliates and its and its Affiliates’ directors, officers, employees, agents and other Related Parties, including accountants, legal counsel and other advisors, to its Approved Funds’ directors and officers and to any direct or indirect contractual counterparty in swap agreements (it being understood that each Person to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential or shall be subject to a professional obligation of confidentiality), (ii) to the extent requested by any Governmental Authority or any other regulatory authority purporting to have jurisdiction over it or its Affiliates (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (iii) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, provided that in connection with any such requirement by a subpoena or similar legal process, the Administrative Agent or such Lender shall (except with respect to any audit or examination conducted by any Governmental Authority), to the extent practicable and not prohibited by law, inform the Company promptly thereof prior to such disclosure, (iv) to any other party to this Agreement, (v) to the extent required or advisable in the judgment of counsel in connection with any suit, action or proceeding relating to the enforcement of rights of the Administrative Agent or the Lenders against the Company under this Agreement or any other Loan Document, (vi) subject to an agreement containing provisions substantially the same as those of this Section, to (A) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (B) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction or any credit insurance provider relating to the Company and its obligations, (vii) with the written consent of the Company, (viii) on a confidential basis to (A) any rating agency in connection with the rating of the Company or its Subsidiaries or (B) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to this Agreement or (ix) to the extent such Information (A) becomes publicly available other than as a result of a breach of this Section of which the Administrative Agent or such Lender is aware, (B) becomes available to the Administrative Agent or any Lender on a non-confidential basis from a source other than the Company other than as a result of a breach of this Section of which the Administrative Agent or such Lender is aware. In addition, the Administrative Agent and each Lender may disclose the existence of this Agreement and the amount of its Commitment to market data collectors, similar service providers, to the lending industry and service providers to the Administrative Agent or any Lender in connection with the administration of this Agreement, the other Loan Documents and the Commitments. For the purposes of this Section, “Information” means all information received from the Company relating to the Company or its Subsidiaries or their businesses, other than any such information that is available to the Administrative Agent or any Lender on a non-confidential basis prior to disclosure by the Company other than as a result of a breach of this Section of which the Administrative Agent or such Lender is aware. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

(b) Each Lender acknowledges that Information furnished to it pursuant to this Agreement may include MNPI, and confirms that it has developed compliance procedures regarding the use of MNPI and that it will handle MNPI in accordance with those procedures and applicable law, including Federal and state securities laws.

(c) All information, including requests for waivers and amendments, furnished by the Company or the Administrative Agent pursuant to, or in the course of administering, this Agreement will be syndicate-level information, which may contain MNPI. Accordingly, each Lender represents to the Company and the Administrative Agent that it has identified in its Administrative Questionnaire a credit contact who may receive information that may contain MNPI in accordance with its compliance procedures and applicable law, including Federal and state securities laws.

SECTION 9.13. Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the NYFRB Rate to the date of repayment, shall have been received by such Lender.

SECTION 9.14. Certain Notices. Each Lender and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Company that pursuant to the requirements of the Patriot Act and/or the Beneficial Ownership Regulation, it is required to obtain, verify and record information that identifies the Company, which information includes the name and address of the Company and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Company in accordance with the Patriot Act and the Beneficial Ownership Regulation.

SECTION 9.15. No Fiduciary Relationship. The Company, on behalf of itself and the Subsidiaries, agrees that in connection with all aspects of the transactions contemplated hereby and any communications in connection therewith, the Company, the Subsidiaries and their Affiliates, on the one hand, and the Administrative Agent, the Lenders and their Affiliates, on the other hand, will have a business relationship that does not create, by implication or otherwise, any fiduciary duty on the part of the Administrative Agent, any Lender or any of their Affiliates, and no such duty will be deemed to have arisen in connection with any such transactions or communications. The Administrative Agent, the Lenders and their Affiliates may be engaged, for their own accounts or the accounts of customers, in a broad range of transactions that involve interests that differ from those of the Company and its Subsidiaries or other Affiliates, and none of the Administrative Agent, the Lenders or their Affiliates has any obligation to disclose any of such interests to the Company or any of its Subsidiaries or other Affiliates. To the fullest extent permitted by law, the Company hereby agrees not to assert any claims against the Administrative Agent, the Lenders or their Affiliates with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

SECTION 9.16. 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 of the parties hereto, each such party acknowledges that any liability of any Affected Financial Institution arising under any Loan Document 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 which 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;

(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 entity, 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.

[remainder of page intentionally blank; signature page is the next page]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

	Broadridge Financial Solutions, Inc.
	by
		/s/ Edmund Reese
		Name: Edmund Reese
		Title: Chief Financial Officer

[Signature Page to Broadridge Financial Solutions, Inc. Term Credit Agreement]

	JPMorgan Chase Bank, N.A., as Administrative Agent and a Lender,
	by
		/s/ Ryan Zimmerman
		Name: Ryan Zimmerman
		Title: Vice President

[Signature Page to Broadridge Financial Solutions, Inc. Term Credit Agreement]

	BANK OF AMERICA, N.A., as a Lender,
	by
		/s/ Alexandra M. Knights
		Name: Alexandra M. Knights
		Title: Vice President

[Signature Page to Broadridge Financial Solutions, Inc. Term Credit Agreement]

	WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender,
	by
		/s/ Tracy L. Moosbrugger
		Name: Tracy L. Moosbrugger
		Title: Managing Director

[Signature Page to Broadridge Financial Solutions, Inc. Term Credit Agreement]

EXHIBIT A

Form of Assignment and Assumption

This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between the Assignor identified below and the Assignee identified below. Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by the 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 and Assumption as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, 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 rights and obligations in its capacity as a Lender 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 under the applicable Class of Commitments/Loans identified below 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) 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 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 clause (a) above (the rights and obligations sold and assigned pursuant — to clauses (a) and (b) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

1.	Assignor:

2.	Assignee:
		[and is [a Specified Permitted Lender][an Affiliate/Approved Fund of [identify Lender]]]

3.	Company:	Broadridge Financial Solutions, Inc.

4.	Administrative Agent:	JPMorgan Chase Bank, N.A.

5.	Credit Agreement:	The Term Credit Agreement dated as of March 27, 2021, among Broadridge Financial Solutions, Inc., a Delaware corporation, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (as it may be amended, restated, supplemented or otherwise modified from time to time)

Assigned Interest:

Class Assigned	Aggregate Amount of Commitments/Loans for all Lenders of the applicable Class	Amount of Commitment/Loans of the applicable Class Assigned¹	Percentage of the Aggregate Amount of Commitments/Loans of all Lenders of the applicable Class Assigned ²
Tranche 1 Commitment/Loan	US$	US$	%
Tranche 2 Commitment/Loan	US$	US$	%

Effective Date: _______________ _____, 20___ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

The Assignee, if not already a Lender, agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain MNPI) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws.

Must comply with the minimum assignment amounts set forth in Section 9.04(c)(i) of the Credit Agreement.

Set forth, to at least 9 decimals, as a percentage of the aggregate amount of the Commitments/Loans of all Lenders of the applicable Class.

A-2

The terms set forth in this Assignment and Assumption are hereby agreed to:

[NAME OF ASSIGNOR], as Assignor
by

	Name:
	Title:

[NAME OF ASSIGNEE], as Assignee ³
by

	Name:
	Title:

The Assignee must deliver to the Company all applicable Tax forms required to be delivered by it under Section 2.18(f) of the Credit Agreement.

A-3

Consented to and Accepted by:

JPMORGAN CHASE BANK, N.A., as Administrative Agent,
by

	Name:
	Title:

[BROADRIDGE FINANCIAL SOLUTIONS, INC.,]⁴
by

	Name:
	Title:

⁴ To be added only if the consent of the Company is required under Section 9.04(b)(i) of the Credit Agreement.

A-4

Standard Terms And Conditions For
Assignment And Assumption

1. Representations and Warranties.

1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; 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, other than statements, warranties and representations made by it herein, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Company, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document, (iv) any requirements under applicable law for the Assignee to become a lender under the Credit Agreement or to charge interest at the rate set forth therein from time to time or (v) the performance or observance by the Company, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

1.2. Assignee. The 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 and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement and under applicable law that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (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 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, together with copies of the most recent financial statements delivered pursuant to Section 5.01(a) or 5.01(b) thereof (or, if prior to the first such delivery, referred to in Section 3.04 thereof), as applicable, and such other documents and information as it has in its sole discretion deemed appropriate to make its own credit analysis, and its decision to enter into this Assignment and Assumption and to purchase the Assigned Interest is made independently and without reliance on the Administrative Agent, any Arranger, any Syndication Agent, any Documentation Agent, the Assignor or any other Lender, or any of their respective Related Parties, (vi) if it is a Lender that is a US Person, attached to this Assignment and Assumption is IRS Form W-9 certifying that such Lender is exempt from US Federal backup withholding tax and (vii) if it is a Foreign Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, any Arranger, any Syndication Agent, any Documentation Agent, the Assignor or any other Lender, or any of their respective Related Parties 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.

A-5

2. Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts that have accrued to but excluding the Effective Date and to the Assignee for amounts that have accrued from and after the Effective Date.

3. General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System shall be effective as a delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.

A-6

EXHIBIT B

Form of Borrowing Request

JPMorgan Chase Bank, N.A.,

as Administrative Agent

500 Stanton Christiana Road

NCC5 / 1st Floor

Newark, DE 19713-2107

Attention of Nick Papa

nicholas.papa@chase.com

Fax No.: 302-634-1979

[Date]

Ladies and Gentlemen:

Reference is made to the Term Credit Agreement dated as of March 27, 2021 (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Broadridge Financial Solutions, Inc., a Delaware corporation (the “Company”), the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.

This notice constitutes a Borrowing Request and the Company hereby gives notice, pursuant to Section 2.03 of the Credit Agreement, that it requests a borrowing of Loans under the Credit Agreement, and in that connection specifies the following information with respect to such Borrowing:

(a)

Principal Amount of Borrowing ¹: US$_______________

(b)

Class of Borrowing: ²_______________

(c)

Type of Borrowing: ³_______________

(d)

Date of Borrowing (which is a Business Day): _______________

(e)

Interest Period and the last day thereof ⁴: ____________________

Must comply with Section 2.02(c) of the Credit Agreement.

Specify Tranche 1 Borrowing or Tranche 2 Borrowing.

Specify LIBOR Borrowing or ABR Borrowing.

⁴

Applicable to LIBOR Borrowings only. Shall be subject to the definition of “Interest Period” and Section 2.02(d) of the Credit Agreement. With respect to any LIBOR Borrowing, can be a period of one week or one, three or, other than in the case of a Tranche 1 Borrowing, six months (or, if agreed upon by each Lender participating therein, any other period thereafter).

(f)

Location and number of the [Company’s] ⁵ account to which proceeds of the requested Borrowing are to be disbursed (give name of bank and account number): [ ] (Account No.: ______________):

⁵

Or such other account as shall be reasonably satisfactory to the Administrative Agent.

B-2

	Very truly yours,

	BROADRIDGE FINANCIAL SOLUTIONS, INC.

	by

		Name:
		Title:

B-3

EXHIBIT C

Form of Interest Election Request

JPMorgan Chase Bank, N.A.,

as Administrative Agent

500 Stanton Christiana Road

NCC5 / 1st Floor

Newark, DE 19713-2107

Attention of Nick Papa

nicholas.papa@chase.com

Fax No.: 302-634-1979

[Date]

Ladies and Gentlemen:

This notice constitutes an Interest Election Request and the undersigned hereby gives notice, pursuant to Section 2.08 of the Credit Agreement, that it requests the conversion or continuation of a Borrowing under the Credit Agreement, and in that connection specifies the following information with respect to such Borrowing and each resulting Borrowing:

1. Borrowing to which this request applies:

Principal Amount: _______________________________

Class:¹ ________________________________

Type: _______________________________

Interest Period:²_______________________________

2. Effective date of this election:³ _________________________

3. Resulting Borrowing[s]⁴

Specify Tranche 1 Borrowing or Tranche 2 Borrowing.

In the case of a LIBOR Borrowing, specify the last day of the current Interest Period therefor.

Must be a Business Day.

⁴

If different options are being elected with respect to different portions of the Borrowing, provide the information required by this item 3 for each resulting Borrowing. Each resulting Borrowing shall be in an aggregate amount that is an integral multiple of, and not less than, the amount specified for a Borrowing of such Type and Class in Section 2.02(c) of the Credit Agreement.

Principal Amount: __________________________

Class: _________________________

Type: _______________________________

Interest Period:⁵_______________________________

	Very truly yours,

	BROADRIDGE FINANCIAL SOLUTIONS, INC.

	by

		Name:
		Title:

⁵

Applicable only if the resulting Borrowing is to be a LIBOR Borrowing. Shall be subject to the definition of “Interest Period” and Section 2.02(d) of the Credit Agreement. With respect to any LIBOR Borrowing, can be a period of one week or one, three or, other than in the case of a Tranche 1 Borrowing, six months (or, if agreed upon by each Lender participating therein, any other period thereafter).

C-2

EXHIBIT D

Form of Promissory Note

New York, New York
[Date]

For value received, Broadridge Financial Solutions, Inc., a Delaware corporation (the “Company”), promises to pay to [name of Lender] (the “Lender”) or its registered assigns (a) the unpaid principal amount of each Loan made by the Lender to the Company under the Credit Agreement referred to below, when and as due and payable under the terms of the Credit Agreement, and (b) interest on the unpaid principal amount of each such Loan on the dates and at the rate or rates provided for in the Credit Agreement. All such payments of principal and interest shall be made in US Dollars and to the accounts specified in the Credit Agreement, in immediately available funds.

All Loans made by the Lender, and all repayments of the principal thereof, shall be recorded by the Lender and, prior to any transfer hereof, appropriate notations to evidence the foregoing information with respect to each such Loan then outstanding shall be endorsed by the Lender on the schedule attached hereto, or on a continuation of such schedule attached hereto and made a part hereof; provided that the failure of the Lender to make any such recordation or endorsement shall not affect the obligations of the Company hereunder or under the Credit Agreement.

This note is one of the promissory notes issued pursuant to the Term Credit Agreement dated as of March 27, 2021 (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Company, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. Capitalized terms used and not defined herein have the meanings ascribed to them in the Credit Agreement. Reference is made to the Credit Agreement for provisions for the mandatory and optional prepayment hereof and the acceleration of the maturity hereof.

The Company hereby waives presentment, demand, protest or notice of any kind in connection with this note. This note and the Loans evidenced hereby may be transferred in whole or in part only by the registration of such transfer on the Register maintained for such purpose by or on behalf of the Company as provided in Section 9.04(e) of the Credit Agreement.

This note shall be governed by and construed in accordance with the laws of the State of New York.

	BROADRIDGE FINANCIAL SOLUTIONS, INC.
	by

		Name:
		Title:

D-2

SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL

Date	Amount of Loan	Amount of Principal Repaid	Unpaid Principal Balance	Notations Made By

D-3

EXHIBIT E-1

Form of
U.S. Tax Certificate

(For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Term Credit Agreement dated as of March 27, 2021 (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Broadridge Financial Solutions, Inc., a Delaware corporation (the “Company”), the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

Pursuant to the provisions of Section 2.18 of the Credit Agreement, the undersigned hereby certifies that (i) 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, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Company within the meaning of Section 881(c)(3)(B) of the Code, (iv) it is not a controlled foreign corporation related to the Company as described in Section 881(c)(3)(C) of the Code and (v) no payment under any Loan Document is effectively connected with a U.S. trade or business conducted by the undersigned.

The undersigned has furnished the Administrative Agent and the Company with a certificate of its non-U.S. person status on IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (i) if the information provided on this certificate changes, or if a lapse in time or change in circumstances renders the information on this certificate obsolete, expired or inaccurate in any respect, the undersigned shall promptly so inform the Company and the Administrative Agent in writing and deliver promptly to the Company and the Administrative Agent an updated certificate or other appropriate documentation (including any new documentation reasonably requested by the Company or the Administrative Agent) or promptly notify the Company and the Administrative Agent in writing of its legal ineligibility to do so and (ii) the undersigned shall have at all times furnished the Company 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.

[NAME OF LENDER]

By:
	Name:
	Title:

Date: __________ __, 20[ ]

EXHIBIT E-2

Form of
U.S. Tax Certificate

(For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)

Pursuant to the provisions of Section 2.18 of the Credit Agreement, the undersigned hereby certifies that (i) 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, (ii) 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)), (iii) neither the undersigned nor any of its direct or indirect partners/members that is claiming the portfolio interest exemption on behalf of itself or any of its beneficial owners is a bank within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members that is claiming the portfolio interest exemption is a ten percent shareholder of the Company within the meaning of Section 881(c)(3)(B) of the Code, (v) none of its direct or indirect partners/members that is claiming the portfolio interest exemption is a controlled foreign corporation related to the Company as described in Section 881(c)(3)(C) of the Code and (vi) no payment under any Loan Document is effectively connected with a U.S. trade or business conducted by the undersigned or any of its direct or indirect partners/members that is claiming the portfolio interest exemption on behalf of itself or any of its beneficial owners.

The undersigned has furnished the Administrative Agent and the Company with IRS Form W-8IMY accompanied by one of the following forms from each of its direct or indirect partners/members that is claiming the portfolio interest exemption on behalf of itself or any of its beneficial owners: an IRS Form W-8BEN, IRS Form W-8BEN-E or IRS Form W-8IMY. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, or if a lapse in time or change in circumstances renders the information on this certificate obsolete, expired or inaccurate in any respect, the undersigned shall promptly so inform the Company and the Administrative Agent in writing and deliver promptly to the Company and the Administrative Agent an updated certificate or other appropriate documentation (including any new documentation reasonably requested by the Company or the Administrative Agent) or promptly notify the Company and the Administrative Agent in writing of its legal ineligibility to do so and (2) the undersigned shall have at all times furnished the Company 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.

[NAME OF LENDER]

By:
	Name:
	Title:

Date: __________ __, 20[ ]

E-2-2

EXHIBIT E-3

Form of
U.S. Tax Certificate

(For Non-U.S. Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Pursuant to the provisions of Section 2.18 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Company within the meaning of Section 881(c)(3)(B) of the Code, (iv) it is not a controlled foreign corporation related to the Company as described in Section 881(c)(3)(C) of the Code and (v) no payment under any Loan Document is effectively connected with a U.S. trade or business conducted by the undersigned.

The undersigned has furnished its participating Lender with a certificate of its non-U.S. person status on IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (i) if the information provided on this certificate changes, or if a lapse in time or change in circumstances renders the information on this certificate obsolete, expired or inaccurate in any respect, the undersigned shall promptly so inform such Lender in writing and deliver promptly to the participating Lender an updated certificate or other appropriate documentation (including any new documentation reasonably requested by the participating Lender) or promptly notify the participating Lender in writing of its legal ineligibility to do so 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.

[NAME OF PARTICIPANT]

By:
	Name:
	Title:

Date: __________ __, 20[ ]

EXHIBIT E-4

Form of
U.S. Tax Certificate

(For Non-U.S. Participants That Are Partnerships For U.S. Federal Income Tax Purposes)

Pursuant to the provisions of Section 2.18 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) neither the undersigned nor any of its direct or indirect partners/members that is claiming the portfolio interest exemption that is claiming the portfolio interest exemption on behalf of itself or any of its beneficial owners is a bank within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members that is claiming the portfolio interest exemption is a ten percent shareholder of the Company within the meaning of Section 881(c)(3)(B) of the Code, (v) none of its direct or indirect partners/members that is claiming the portfolio interest exemption is a controlled foreign corporation related to the Company as described in Section 881(c)(3)(C) of the Code and (vi) no payment under any Loan Document is effectively connected with a U.S. trade or business conducted by the undersigned or any of its direct or indirect partners/members that is claiming the portfolio interest exemption on behalf of itself or any of its beneficial owners.

The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its direct or indirect partners/members that is claiming the portfolio interest exemption on behalf of itself or any of its beneficial owners: an IRS Form W-8BEN, IRS Form W-8BEN-E or IRS Form W-8IMY. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, or if a lapse in time or change in circumstances renders the information on this certificate obsolete, expired or inaccurate in any respect, the undersigned shall promptly so inform such Lender in writing and deliver promptly to the participating Lender an updated certificate or other appropriate documentation (including any new documentation reasonably requested by the participating Lender) or promptly notify the participating Lender in writing of its legal ineligibility to do so and (2) 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.

[NAME OF PARTICIPANT]

By:
	Name:
	Title:

Date: __________ __, 20[

EXHIBIT F

Form of
Solvency Certificate

[●], 2021¹

Reference is made to the Term Credit Agreement dated as of March 27, 2021 (the “Credit Agreement”), among Broadridge Financial Solutions, Inc. (the “Company”), the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. Capitalized terms used herein and not otherwise defined have the respective meanings ascribed to them in the Credit Agreement.

The undersigned hereby certifies that he is the chief financial officer of the Company and that he is knowledgeable of the financial and accounting matters of the Company and the Subsidiaries.

The undersigned hereby further certifies, solely in his capacity as chief financial officer of the Company and not in an individual capacity, that, on the date hereof, immediately after giving effect to the Transactions to occur on the date hereof, including the making of the Loans:

1. The fair value of the assets of the Company and the Subsidiaries, on a consolidated basis, will exceed their debts and liabilities, on a consolidated basis, subordinated, contingent or otherwise.

2. The present fair saleable value of the property of the Company and the Subsidiaries, on a consolidated basis, will be greater than the amount that will be required to pay the probable liabilities on their debts and other liabilities, on a consolidated basis, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured.

3. The Company and the Subsidiaries, on a consolidated basis, will be able to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured.

4. The Company and the Subsidiaries, on a consolidated basis, are not engaged in business for which they will have unreasonably small capital.

In computing the amount of the contingent liabilities of the Company and the Subsidiaries as of the date hereof, such liabilities have been computed at the amount that, in light of all the known facts and circumstances existing as of the date hereof, represents the amount that can reasonably be expected to become an actual or matured liability.

To be dated the Effective Date.

[Remainder of this page intentionally left blank]

F-2

IN WITNESS WHEREOF, I have signed this certificate as of the day and year as first above written.

BROADRIDGE FINANCIAL SOLUTIONS, INC.

by

	Name:
	Title:	Chief Financial Officer

F-3

EXHIBIT G

Form of
Officer’s Certificate

[●], 2021¹

The undersigned, in [his/her] capacity as [●]² of the Company, pursuant to Section 4.02(b) of the Credit Agreement hereby certifies, as of the date hereof on behalf of the Company and not in an individual capacity, that:

(a) [The Itiviti Acquisition will be consummated substantially concurrently with the funding of the Loans on the date hereof] [The Company reasonably expects that, no later than five Business Days after the date hereof, the Itiviti Acquisition will be consummated]³ pursuant to, and in all material respects in accordance with, the terms of the Itiviti Acquisition Agreement. No Itiviti Acquisition Agreement Restricted Modification has occurred [, other than [ ]]⁴.

(b) At the time of and immediately after giving effect to the borrowing of Loans on the date hereof, (i) the Certain Funds Representations are true and correct (A) in the case of any such representations and warranties qualified as to materiality, in all respects and (B) otherwise, in all material respects and (ii) no Certain Funds Default has occurred and is continuing or would result therefrom.

[signature page follows]

To be dated the Funding Date.

To be the President, a Vice President or a Financial Officer of the Company.

Select as applicable.

⁴

Add the bracketed language only if the Arrangers’ prior written consent to an Itiviti Acquisition Agreement Restricted Modification has been obtained as set forth in Section 4.02(a) of the Credit Agreement.

IN WITNESS WHEREOF, I have signed this certificate as of the day and year as first above written.

	BROADRIDGE FINANCIAL SOLUTIONS, INC.

	by

		Name:
		Title:

G-2

Exhibit 99.1

Broadridge Extends Capital Markets Franchise

with Acquisition of Itiviti

Significantly expands Broadridge’s Capital Markets franchise by extending into the front office and strengthening multi-asset capabilities

Drives additional global scale and enhances its ability to serve global clients

Expected to generate strong returns and be accretive to recurring revenue growth, margins, and Adjusted EPS growth

Positions Broadridge to deliver at higher end of its three-year financial objectives

NEW YORK, March 29, 2021 – Significantly strengthening its capital markets capabilities and enhancing its position as a global Fintech leader, Broadridge Financial Solutions, Inc. (NYSE:BR), today announced it has signed a definitive agreement to acquire Itiviti Holding AB (“Itiviti”), a leading provider of trading and connectivity technology to the capital markets industry, in an all-cash transaction valued at €2.143 billion (approximately $2.5 billion) from Nordic Capital.

“The acquisition of Itiviti enhances Broadridge’s position as a global Fintech leader,” said Tim Gokey, Broadridge’s Chief Executive Officer. “By extending our capabilities into the front office and deepening our multi-asset class solutions, Itiviti significantly strengthens our Capital Markets franchise and better enables Broadridge to help financial institutions adapt to a rapidly evolving marketplace. Itiviti’s well-developed footprint in APAC and EMEA will increase our scale outside North America and strengthen our ability to serve our global clients.

“The acquisition is also expected to deliver value to our shareholders in the form of stronger recurring revenue growth, higher margins and higher Adjusted EPS. This incremental revenue and earnings growth positions us well to deliver at the higher end of our three-year growth objectives for recurring revenue and Adjusted EPS growth,” Mr. Gokey added.

Itiviti is a leading global capital markets technology service provider offering highly scalable solutions that financial institutions use to consolidate their trading infrastructure, driving significant cost savings. With offices in 16 countries, Itiviti serves 24 of the top 25 global investment banks and over 2,000 leading brokers, trading firms and asset managers across 50 countries. Itiviti’s suite of Trading and Connect solutions offer comprehensive tools to support both connectivity and adaptivity to changing market dynamics and regulatory demands. The solutions and services offered provide financial institutions the flexibility and functionality to serve any trading style across asset classes.

Itiviti CEO Rob Mackay stated, “Joining Broadridge represents an exciting next chapter for our business and team by creating a leading front-to-back capital markets technology and operations provider. The combination of our technology, solutions and people will unlock significant value for our clients and drive long-term growth for our combined business.”

With a focus on front-office trade order and execution management systems, FIX connectivity and network offerings, Itiviti is highly complementary to Broadridge’s industry-leading post-trade product suite and other capital markets capabilities. This combination is expected to drive significant value to clients by enabling them to streamline their front-to-back technology stacks, increasing efficiencies, reducing risk and optimizing balance sheet utilization across equities, fixed income, exchange-traded derivatives, and other asset classes. With more than $900 million in combined calendar 2020 revenues, Broadridge’s Capital Markets franchise will be even better positioned to help its clients adapt to increasing electronification and algo-driven trading and to mutualize non-differentiating functions to reduce their total cost of ownership.

In addition, Itiviti’s strong presence in APAC and EMEA will significantly expand Broadridge’s revenues outside of North America and enhance Broadridge’s international footprint in key markets. Itiviti’s blue-chip client base should also provide significant cross-sell opportunities across Broadridge’s product portfolio, further enhancing its long-term growth.

Itiviti generated recurring revenues of approximately €210 million in calendar year 2020. Its subscription-like revenue model delivers growing and high-quality recurring revenues. Upon closing, Itiviti will become part of Broadridge’s Global Technology and Operations segment and its senior management team, led by CEO Rob Mackay, will remain with the company to drive future growth.

“Itiviti has experienced a journey of growth and transformation during Nordic Capital’s ownership to become a world leading capital markets technology and infrastructure provider,” said Fredrik Näslund, partner at Nordic Capital Advisers. “We are immensely proud of the Itiviti team and it’s now time for them to take the next step with Broadridge, who is the ideal company to help capitalize on its next-generation technology platform and achieve even further growth and expansion.”

The acquisition is subject to customary closing conditions and regulatory approval and is expected to close in the fourth quarter of Fiscal Year 2021.

Broadridge Positioned to Achieve Higher End of Three-Year Growth Objectives

Broadridge is financing the acquisition through a new $2.55 billion term credit agreement. Following the closing, Broadridge expects to maintain an investment grade credit rating and intends to reduce its leverage over the next two years. The Company plans to continue to follow its historical capital allocation priorities, including internal investments, funding a growing dividend, and pursuing additional tuck-in M&A.

The acquisition of Itiviti is expected to be accretive to Adjusted EPS in the first full year after closing and generate attractive financial returns for Broadridge’s shareholders. In addition, the acquisition is expected to contribute 2.5-3 points to Broadridge’s recurring revenue compound annual growth rate (“CAGR”) and 2 points to its Adjusted EPS CAGR over the fiscal year 2020-2023 time period.

As a result, the Company believes it is well-positioned to achieve the higher end of the three-year 7-9% recurring revenue growth and 8-12% Adjusted EPS growth CAGRs that it presented at its December 2020 Investor Day.

Conference Call

An analyst conference call will be held today, March 29, 2021 at 8:00 a.m. ET. A live webcast of the call will be available to the public on a listen-only basis. To listen to the live event and access the slide presentation, visit Broadridge’s Investor Relations website at www.broadridge-ir.com prior to the start of the webcast. To listen to the call, investors may also dial 1-877-328-2502 within the United States and international callers may dial 1-412-317-5419.

A replay of the webcast will be available and can be accessed in the same manner as the live webcast at the Broadridge Investor Relations site. Through April 12, 2021, the recording will also be available by dialing 1-877-344-7529 passcode: 10153707 within the United States or 1-412-317-0088 passcode: 10153707 for international callers.

Advisors

Houlihan Lokey Inc. and J.P. Morgan Securities LLC acted as financial advisors to Broadridge on this transaction. In addition, Squire Patton Boggs, Roschier Advokatbyrå, and Covington & Burling provided legal advice to Broadridge on the acquisition, and Cahill Gordon & Reindel LLP provided legal advice to Broadridge on the financing transaction.

Credit Suisse and Morgan Stanley acted as joint financial advisors to Nordic Capital on this transaction.

About Broadridge

Broadridge Financial Solutions (NYSE: BR), a global Fintech leader with over $4.5 billion in revenues, provides the critical infrastructure that powers investing, corporate governance and communications to enable better financial lives. We deliver technology-driven solutions to banks, broker-dealers, asset and wealth managers and public companies. Broadridge’s infrastructure serves as a global communications hub enabling corporate governance by linking thousands of public companies and mutual funds to tens of millions of individual and institutional investors around the world. In addition, Broadridge’s technology and operations platforms underpin the daily trading of on average more than U.S. $10 trillion of equities, fixed income and other securities globally. A certified Great Place to Work(R), Broadridge is a part of the S&P 500(R) Index, employing over 12,000 associates in 17 countries. For more information about us and what we can do for you, please visit broadridge.com.

About Itiviti

Itiviti is a leading global capital markets technology service provider offering highly scalable solutions that deliver significant cost savings for financial institutions by enabling them to consolidate their trading infrastructure. The company’s modular OEMS (order execution management systems) support multi-asset class, global trading across both principal and agency trading operations. Itiviti’s Connect and Trade solution portfolios offer comprehensive tools to support both connectivity, reflective of the growing importance of FIX as the financial markets’ universal language, and adaptivity to changing market dynamics and regulatory demands. Headquartered in Stockholm, Sweden, with offices in 16 countries, the company serves over 2,000 customers across 50 countries, including several top-tier banks, brokers, trading firms and asset managers. For more information please visit itiviti.com.

About Nordic Capital

Nordic Capital is a leading private equity investor with a resolute commitment to creating stronger, sustainable businesses through operational improvement and transformative growth. Nordic Capital focuses on selected regions and sectors where it has deep experience and a long history. Focus sectors are Healthcare, Technology & Payments, Financial Services, and selectively, Industrial & Business Services. Key regions are Europe and globally for Healthcare and Technology & Payments investments. Since inception in 1989, Nordic Capital has invested more than EUR 17 billion in close to 120 investments. The most recent fund is Nordic Capital Fund X with EUR 6.1 billion in committed capital, principally provided by international institutional investors such as pension funds. Nordic Capital Advisors have local offices in Sweden, Denmark, Finland, Norway, Germany, the UK and the US. For further information about Nordic Capital, please visit www.nordiccapital.com.

Broadridge Investors:

W. Edings Thibault

Investor Relations

(516) 472-5129

Media:

Gregg Rosenberg

Corporate Communications

(212) 918-6966

Linda Namias

Corporate Communications

(631) 254-7711

Forward-Looking Statements

This press release and other written or oral statements made from time to time by representatives of Broadridge may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements that are not historical in nature, and which may be identified by the use of words such as “expects,” “assumes,” “projects,” “anticipates,” “estimates,” “we believe,” “could be” and other words of similar meaning, are forward-looking statements. These statements are based on management’s expectations and assumptions and are subject to risks and uncertainties that may cause actual results to differ materially from those expressed. These risks and uncertainties include those risk factors discussed in Part I, “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended June 30, 2020 (the “2020 Annual Report”), as they may be updated in any future reports filed with the Securities and Exchange Commission. All forward-looking statements speak only as of the date of this press release and are expressly qualified in their entirety by reference to the factors discussed in the 2020 Annual Report. These statements are based on management’s expectations and assumptions and are subject to risks and uncertainties that may cause actual results to differ materially from those expressed.

Factors related to the transactions discussed in this release that could cause actual results to differ materially from those contemplated by the forward-looking statements include:

•

uncertainties as to the timing to consummate the potential transaction;

•

the risk that a condition to closing the potential transaction may not be satisfied;

•

the risk that regulatory approvals are not obtained or are obtained subject to conditions that are not anticipated by the parties;

•

potential litigation relating to the potential transaction that could be instituted;

•

the effects of disruption to Broadridge’s or Itiviti’s respective businesses;

•

the impact of transaction costs;

•

Broadridge’s ability to achieve the benefits from the proposed transaction;

•

Broadridge’s ability to effectively integrate the acquired operations into its own operations;

•

the ability of Broadridge to retain and hire key Itiviti personnel;

•

the effects of any unknown liabilities;

•

the diversion of management time on transaction-related issues; and

•

the failure to obtain any financing necessary to complete the acquisition.

Factors that could cause actual results to differ materially from those contemplated by the forward-looking statements include:

•

the potential impact and effects of the Covid-19 pandemic (“Covid-19”) on the business of Broadridge, Broadridge’s results of operations and financial performance, any measures Broadridge has and may take in response to Covid-19 and any expectations Broadridge may have with respect thereto;

•

the success of Broadridge in retaining and selling additional services to its existing clients and in obtaining new clients;

•

Broadridge’s reliance on a relatively small number of clients, the continued financial health of those clients, and the continued use by such clients of Broadridge’s services with favorable pricing terms;

•

a material security breach or cybersecurity attack affecting the information of Broadridge’s clients;

•

changes in laws and regulations affecting Broadridge’s clients or the services provided by Broadridge;

•

declines in participation and activity in the securities markets;

•

the failure of Broadridge’s key service providers to provide the anticipated levels of service;

•

a disaster or other significant slowdown or failure of Broadridge’s systems or error in the performance of Broadridge’s services;

•

overall market and economic conditions and their impact on the securities markets;

•

Broadridge’s failure to keep pace with changes in technology and the demands of its clients;

•

Broadridge’s ability to attract and retain key personnel;

•

the impact of new acquisitions and divestitures; and

•

competitive conditions.

Explanation and Reconciliation of the Company’s Use of Non-GAAP Financial Measures

This release includes certain Non-GAAP financial measures including Adjusted earnings per share (“EPS”). These Non-GAAP financial measures are not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”) and should be viewed in addition to, and not as a substitute for, the Company’s reported results.

Broadridge believes these Non-GAAP financial measures help investors understand how management plans, measures and evaluates the Company’s business performance. Management believes that Non-GAAP measures provide consistency in its financial reporting and facilitates investors’ understanding of the Company’s operating results and trends by providing an additional basis for comparison. Management uses these Non-GAAP financial measures to, among other things, evaluate our ongoing operations, and for internal planning and forecasting purposes. In addition, and as a consequence of the importance of these Non-GAAP financial measures in managing our business, the Company’s Compensation Committee of the Board of Directors incorporates Non-GAAP financial measures in the evaluation process for determining management compensation.

Adjusted EPS Non-GAAP measure excludes the impact of certain costs, expenses, gains and losses and other specified items from Broadridge’s GAAP results, the exclusion of which management believes provides insight regarding our ongoing operating performance.

For purposes of discussing the projected impact of the Itiviti acquisition, certain forecasted results are included. A reconciliation of Non-GAAP forward-looking information to the corresponding GAAP measures cannot be provided without unreasonable efforts due to the inherent difficulty in quantifying certain amounts due to a variety of factors, including the unpredictability in the movement in foreign currency rates, Broadridge’s effective tax rate as well as expenses related to the acquisition.

Exhibit 99.2